What changed in this filing

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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-23 · 595 added, 531 removed, 651 unchanged (63% of the section changed)

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Evaluation of Disclosure Controls and Procedures.

As of December 31, 2020, the Partnership has evaluated, under the direction of the Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e).

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon, and as of the date of that evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Such information is accumulated and communicated to the Partnership’s management, including the Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow accurate and timely decisions regarding required disclosure.

The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e).

Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting.

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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, 2021 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

During the fourth quarter of 2021, the Compensation Committee of our Board adopted and approved an amendment to extend the term of the CVR Energy, Inc.

Change in Control and Severance Plan (the “CVI Severance Plan”), which was to expire by its terms on January 1, 2022.

The CVI Severance Plan, as amended, now provides that the plan will continue until the occurrence of specified change in control events or until it is terminated by the Compensation Committee of our Board.

The CVI Severance Plan provides for severance benefits to certain officers of our general partner, including its chief executive officer, principal financial officer, and other named executive officers, in the event of a termination of his or her employment under certain circumstances.

The description of the amendment to the CVI Severance Plan herein is qualified in its entirety by the text of the amended CVI Severance Plan, filed as Exhibit 10.19.1 to this Annual Report on Form 10-K.

On February 21, 2022, the Compensation Committee of our Board adopted the CVR Partners, LP 2022 Performance Based Bonus Plan (the “2022 UAN Plan”), which applies to all eligible employees of our subsidiaries and contains terms equivalent to the CVR Partners, LP 2021 Performance Based Bonus Plan.

The 2022 UAN Plan will be filed with the Partnership’s Quarterly Report on Form 10-Q for the period ending March 31, 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

December 31, 2021 | 72

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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, 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.

As a publicly traded partnership, we are managed by our general partner, CVR GP, LLC (“General Partner”), 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, LLC (“CVR Services”) an indirect wholly owned subsidiary of CVR Energy, Inc.

(“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 operations.

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.

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Our General Partner therefore may cause us to incur indebtedness or other obligations that are non-recourse to it.

During 2020, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Donna R.

As of December 31, 2021, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Donna R.

Ecton, Frank M.

three non-employee directors who are also officers of Icahn Enterprises L.P.

(“IEP”) (Johnathan Frates, Andrew Langham and Hunter C.

as well as two directors who are also executive officers of our general partner (David L.

two non-management directors who are also officers or employees of Icahn Enterprises L.P.

(“IEP”) (Kapiljeet Dargan and David Willetts);

as well as two directors who are executive officers of our General Partner (David L.

Lamp, our Executive Chairman, and Mark A.

Pytosh, our President and Chief Executive Officer).

Four other non-management directors who are currently or were previously officers or employees of IEP also served as directors during 2021 (Patricia A.

Agnello (until December 28, 2021), Jonathan Frates (until June 28, 2021), Hunter C.

Gary (until March 19, 2021) and Andrew Langham (until March 19, 2021)).

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

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

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.

In 2021, the Board met four times and acted nine times by written consent.

All of the directors who served during 2021 attended 100% of the total meetings of the Board and each of the committees on which such director served during their respective tenure, except for Mr.

Willetts who during his tenure attended 75% of the meetings of the Board and the committees on which he served.

December 31, 2021 | 73

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Current Public Company Directorships:

CVR Partners (2018 to Current)

CVR Energy (2018 to Current)

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;

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.

CVR Partners, LP (January 2018 to Current)

CVR Energy, Inc.

(January 2018 to Current)

Lamp has served as our director and Chairman of the Board since January 2018.

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

Lamp has more than forty years of technical, commercial and operational experience in the refining and chemical industries.

He previously served as a director of the general partner of CVR Refining, LP (“CVRR”), an independent downstream energy limited partnership, from January 2018 to February 2019;

as president and chief operating officer of Western Refining, Inc.

(“WNR”), formerly an independent refining and marketing company, from July 2016 until its sale to Andeavor in June 2017;

and as president and chief executive officer and a director of the general partner of Northern Tier Energy, L.P.

(“NTI”), formerly an independent refining and marketing company, from 2013 until its merger with WNR in July 2016.

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

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Former Public Company Directorships:

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

CVR Refining, LP (2018 to 2019);

Northern Tier Energy, LP (2013 to 2016)

President and Chief Executive Officer and Director

Current Public Company Directorships:

CVR Partners (2011 to Current)

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.

CVR Partners, LP (2011 to Current)

Pytosh has served as a Director and the President and Chief Executive Officer of our general partner, since 2011 and 2014, respectively , as well as the Executive Vice President – Corporate Services for CVR Energy since January 2018.

Pytosh has over thirty years of experience in senior executive roles, including as chief financial officer, with various companies in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries.

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.

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.

Pytosh’s extensive business and financial experience and significant background serving in key executive roles, we believe that he is well qualified to serve as our director.

December 31, 2021 | 74

Kapiljeet Dargan

Current Public Company Directorships:

CVR Partners (2008 to Current)

CVR Partners, LP (March 2021 to Current)

CVR Energy, Inc.

(April 2021 to Current)

Dargan has served as our director since March 2021.

Dargan has served as Senior Tax Counsel for IEP and its affiliates since January 2022.

Dargan previously served as Tax Counsel for IEP and its affiliates from June 2018 until December 2021.

Dargan previously was an associate in the tax department of the law firm Willkie Farr & Gallagher from October 2013 to June 2018.

Since April 2021, Mr.

Dargan has served as a director of CVR Energy .

Previously, Mr.

Dargan served as a director of Viskase Companies, Inc.

(“Viskase”), a meat-casing company from March 2021 to January 2022.

Dargan received a B.S.

in Computer Science and Quantitative Economics from Tufts University, a J.D.

from UCLA School of Law, and an LL.M.

in Taxation from New York University School of Law.

We believe Mr.

Dargan’s experience in complex tax and legal matters make him well qualified to serve as our director.

Former Public Company Directorships:

Viskase Companies, Inc.

(2021 to 2022)

Current Public Company Directorships:

CVR Partners, LP (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.

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, 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.

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.

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

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She also served on the Business Advisory Council of the Carnegie Mellon Graduate School of Industrial Administration.

Ecton is a member of the Council on Foreign Relations.

Ecton serves on the Board of Trustees of Hillsdale College.

We believe Ms.

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and PetSmart, Inc.

Jonathan Frates

Current Public Company Directorships:

CVR Partners (2016 to Current)

CVR Energy (2016 to Current)

Viskase Companies, Inc.

(2016 to Current)

SandRidge Energy, Inc.

(2018 to Current)

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 Icahn Enterprises.

Prior to joining Icahn Enterprises, Mr.

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

and as an Associate at its holding company, Diamond A Ford Corp.

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.

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.

Frates received a BBA from Southern Methodist University and an MBA from Columbia Business School.

Frates' significant board experience and broad financial background make him qualified to serve as our director.

Former Public Company Directorships :

Ferrous Resources Limited (2016 to 2019);

American Railcar Industries, Inc.

(2016 to 2018);

and CVR Refining (2016 to 2019)

December 31, 2021 | 75

Current Public Company Directorships:

CVR Partners (2018 to Current)

CVR Energy (2018 to Current)

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

(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.

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 to June 2018.

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);

CVR Refining (2018 to 2019);

Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation) (2012 to 2016);

Voltari Corporation (2007 to 2015);

American Railcar Industries, Inc.

(2008 to 2015);

Viskase Companies Inc.

(2012 to 2015);

Tropicana Entertainment Inc.

(2010 to 2018);

(2014 to 2018);

and XO Holdings (2011 to 2018)

December 31, 2020 | 75

Andrew Langham

Current Public Company Directorships:

CVR Partners (2015 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 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.

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.

from Whitman College, and a J.D.

from the University of Washington.

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 Refining (2014 to 2019);

Freeport-McMoRan Inc.

(2015 to 2018);

Newell Brands Inc.

CVR Energy (2014 to 2017)

Current Public Company Directorships:

CVR Partners (2008 to Current)

CVR Partners, LP (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.

Muller is currently the president of Toby Enterprises, which he founded in 1999 to invest in startup companies, and until 2018, served as the chairman of Topaz Technologies, LTD., a software engineering company.

Until August 2009, Mr.

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Muller received a BS and MBA from Texas A&M University.

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

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

Current Public Company Directorships:

CVR Partners (2014 to Current)

CVR Partners, LP (2014 to Current)

Viskase Companies, Inc.

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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 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;

Shea served as an operating partner of Snow Phipps, a private equity firm, from 2013 to 2021 and as an operating advisor for OMERS Private Equity from 2011 to 2016.

He has served as a director of Viskase, since October 2006, and currently serves as its audit committee chair.

Shea previously served as a director of Voltari Corporation, a company in the business of acquiring, financing and leasing commercial real properties, and as its chairman, from September 2015 to July 2019;

Trump Entertainment Resorts (“TER”) from January 2017 to June 2017;

and 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.

He has also served as a director of DecoPac, Inc., a privately-held supplier of bakery goods, and as its chairman, from 2017 to 2021;

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.

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

Shea was President of Icahn Enterprises G.P.

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Voltari Corporation (2015 to 2019);

Sitel Worldwide Corporation (2011 to 2015);

Trump Entertainment Resorts (2016 to 2017);

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Hennessy Capital III (2017 to 2018).

American Railcar Industries, Inc.

(2006 to 2009);

and XO Holdings (2006 to 2009)

December 31, 2021 | 76

David Willetts

Current Public Company Directorships:

CVR Partners, LP (July 2021 to Current)

CVR Energy, Inc.

(July 2021 to Current)

Viskase Companies, Inc.

(June 2021 to Current)

Willetts has served as our director since July 2021.

Willetts has been the Chief Executive Officer and a director of IEP since November 2021 and June 2021, respectively, and also previously served as IEP’s chief financial officer from June to November 2021.

Prior to IEP, he served as a managing director at AlixPartners, a global consulting firm which specializes in improving corporate financial and operational performance and executing corporate turnarounds.

Since 2012, Mr.

Willetts has worked continuously with Private Equity firms and public companies in the industrial, automotive, consumer products, retail and energy sectors.

Willetts has been a director of CVR Energy, since July 2021;

and a director and chairman of the board of Viskase, since June 2021.

Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A.

in business, with a double concentration in accounting and finance.

Willett’s leadership skills and extensive experience driving financial and operational improvements make him well qualified to serve as our director.

(1) Each of CVR Energy, CVRR, Icahn Associates, IEP, TER, Viskase and Voltari are each indirectly controlled by Mr.

Director Independence & Controlled Company Exemptions

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Meetings in 2021:

Acted by Written Consent in 2021:

(1) Audit Committee Financial Expert

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Muller, Jr., Chair (3)

Andrew Langham

Kapiljeet Dargan

David Willetts

Meetings in 2021:

Acted by Written Consent in 2021:

(3) Independent, Non-Employee Director

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.

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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.

Shea, Chair (3)

Meetings in 2021:

(3) Independent, Non-Employee Director

December 31, 2021 | 79

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Ecton, Chair (3)

Meetings in 2020:

Acted by Written Consent in 2021:

(3) Independent, Non-Employee Director

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Ø Exercises approval authority delegated to it by the Board.

Jonathan Frates

Andrew Langham

Kapiljeet Dargan

David Willetts

Acted by Written Consent in 2021:

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 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.

Executive Sessions of Independent and Non-Management Directors

To promote open discussion among independent and non-management directors, we schedule regular executive sessions in which our non-management directors meet without management participation, as well as when our independent directors meet without management or any directors affiliated with IEP.

During 2021, six of our eight directors were non-management and three of our eight directors were independent.

Our non-management and independent directors met during six and eight executive sessions, respectively, in 2021.

Ecton presided over the executive sessions held by our non-management and independent directors.

Communications with Directors

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Compensation Committee Interlocks and Insider Participation

During 2020, the Compensation Committee was comprised of Messrs.

Muller and Langham.

As of December 31, 2021, the Compensation Committee was comprised of Messrs.

Muller, Dargan and Willetts.

During 2021, three other non-management directors who were officers and/or employees of IEP also served at various times on the Compensation Committee (Patricia A.

Agnello (until December 28, 2021), Jonathan Frates (until June 28, 2021), and Andrew Langham (until March 19, 2021)).

None of the members of the Compensation Committee during 2021 has, at any time, been an officer or employee of the Partnership or our General Partner and none has any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

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Executive Officers

While the Board provides high-level strategy and guidance for the Partnership, our day-to-day activities are carried out by our executive officers.

Our executive officers are appointed by the Board and act within the authorities granted by the Board and our organizational documents.

Limited partners are not entitled to appoint our executive officers or directly or indirectly participate in our management or operations.

While the Board provides high-level strategy and guidance for the Partnership, our day-to-day activities are carried out by the executive officers of our General Partner, who are appointed by the Board and act within the authorities granted by the Board and our organizational documents.

Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations.

In this report, we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 22, 2022) of the executive officers of our General Partner, other than Messrs.

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Name Principal Occupation, Experience and Qualifications

Executive Vice President and

Chief Financial Officer (since 2018)

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

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

Executive Vice President and Chief Financial Officer (since October 2021)

Neumann has served as the Executive Vice President and Chief Financial Officer of our general partner, and in that same role for CVR Energy since October 2021.

Neumann most recently served as Interim Chief Financial Officer of our general partner from August to October 2021, and as Vice President – Finance & Treasurer of our general partner from June 2020 to October 2021, and in those same roles for CVR Energy.

Prior to that, he served in various other roles within our finance organization since June 2018, including Vice President of Financial Planning & Analysis and Director of Projects & Controls.

Neumann has nearly 15 years of experience in the refining and petrochemicals industry in areas relating to finance, accounting, business development, planning and analytics.

Before joining the Partnership, Mr.

Neumann served in various roles of increasing responsibility for several formerly publicly traded refining and marketing entities, including Andeavor and its affiliates from March 2011 until June 2018, including as Director of Commercial Business Planning and Analytics from June 2017 until June 2018;

Director of Financial Planning and Analysis for WNR from 2017 until its acquisition by Andeavor (then Tesoro Corp.) in June 2017;

and Corporate Finance Manager for the general partner of NTI, a WNR affiliate, from 2012 until its acquisition by WNR in June 2016.

Neumann obtained a Bachelor of Science in Finance and Political Science and a Master of Business Administration from the University of Minnesota and is a Certified Public Accountant.

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Executive Vice President,

General Counsel and Secretary

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

Prior to joining CVR Energy, Ms.

(since July 2018)

Buhrig has served as our Executive Vice President, General Counsel and Secretary and in that same role for CVR Energy, since July 2018.

Prior to joining the Partnership, 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, 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.

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

Bley received a Bachelor of Science in Business Administration and a Master of Science in Accounting from Trinity University in 2004 and 2005, respectively.

In addition, he received a Master of Business Administration from Baylor University and is a Certified Public Accountant.

Delinquent Section 16(a) Reports

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, 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.

Vice President, Chief Accounting Officer & Corporate Controller (since August 2021)

Conaway has served as the Vice President, Chief Accounting Officer & Corporate Controller of our general partner, and in that same role for CVR Energy, Inc.

since August 2021.

Conaway has nearly 25 years of experience in finance, accounting and auditing services.

Conaway previously served as Director – Commercial & Operations Accounting for an affiliate of the Partnership since August 2020.

Prior to joining the Partnership, Mr.

Conaway served as Assistant Controller of Patterson-UTI Energy, Inc., an oilfield services company, since February 2019 and in various roles of increasing responsibility at CITGO Petroleum Corporation since August 2010, including Senior Advisor from November 2017 to February 2019 and Assistant Controller – Manufacturing & Operations Accounting from July 2014 until November 2017.

Conaway obtained a Bachelor of Business Administration with a concentration in Accounting and a Master of Business Administration from Angelo State University and is a Certified Public Accountant.

Executive Compensation

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Our actual compensation actions may differ materially from the currently planned programs and payouts summarized in this discussion.

This Compensation Discussion and Analysis provides unitholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2021, as well as the factors considered by our Compensation Committee in making compensation decisions for 2021.

Named Executive Officers

The “named executive officers” in this Form 10-K are as follows:

Lamp, our Executive Chairman;

Pytosh, our President and Chief Executive Officer;

Jackson, our Executive Vice President and Chief Financial Officer;

(4) The next two most highly compensated individuals who were serving as executive officers at the end of the last completed fiscal year (Melissa M.

This Compensation Discussion and Analysis focuses on the compensation of persons who served as our principal executive officers, our chief financial officer, our next two other most highly compensated executive officers for 2021, including the individuals who were executive officers during 2021, but were not serving at December 31, 2021 (collectively, the “named executive officers”):

Lamp Executive Chairman

Pytosh President and Chief Executive Officer

Neumann Executive Vice President and Chief Financial Officer

Buhrig Executive Vice President, General Counsel and Secretary

and Matthew W.

Bley, Chief Accounting Officer and Corporate Controller).

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.

Conaway Vice President, Chief Accounting Officer and Corporate Controller

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Jackson Former Executive Vice President and Chief Financial Officer

Bley Former Chief Accounting Officer and Corporate Controller

Neither the Partnership nor our General Partner directly employ or compensate our named executive officers.

All of our named executive officers are employed by CVR Services, 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 2021 were as follows:

Pytosh (60%);

Jackson (18%);

Neumann (18%);

Buhrig (20%);

and Matthew W.

and Jeffrey D.

Conaway (20%).

The approximate weighted-average percentages of the amount of time that the named executive officers who no longer served as executive officers of the Company as of December 31, 2021, dedicated to the management of our business in 2021 were as follows:

Jackson (18%) 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 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.

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

Under the Corporate MSA:

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• 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, 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 and incentive 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.”

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Our Compensation Committee approves compensation only for 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 (other than 40% of his base salary and annual bonus and equity-based incentives attributable to his service for 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 any part of 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;

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• 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.

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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

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

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 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 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 fertilizer, energy, refining and chemical industries that influence the competitive market for executive talent and/or from companies comparable to the Partnership in terms of size and scale.

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

The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation.

Compensation Risk Assessment

Our Compensation Committee periodically evaluates and considers risks of our compensation policies and practices and those of CVR Energy as generally applicable to employees, including our named executive officers.

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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) 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;

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

• The Compensation Committee has discretion to adjust 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 2021

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.

Instead, the Compensation Committee considered input from management including the Executive Chairman and utilized the directors’ own common sense, knowledge and experience in assessing reasonableness of compensation and ensuring compensation levels remain competitive in the marketplace.

The Compensation Committee further considered the structure it utilized for 2019 compensation, determined that no material changes to such structure was appropriate at this time, and elected to keep the structure of 2020 compensation generally consistent with the previous year.

In setting named executive officer compensation for 2021, while the Compensation Committee considered the philosophies and objectives described above, it did not engage an independent compensation consultant or reference any reports from an independent compensation consultant.

Instead, the Compensation Committee utilized their own knowledge, experience and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, and considered input from management including the Executive Chairman.

The Compensation Committee further considered the structure it utilized for 2020 compensation, and because CVR Energy’s compensation philosophies, objectives and processes are generally aligned with ours, the vote of CVR Energy’s stockholders from its 2021 Annual Meeting, in which CVR Energy

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stockholders overwhelmingly approved, on an advisory basis, its named executive officer compensation for 2020, including for Mr.

As a result, the Compensation Committee determined no material changes to such structure was appropriate at the time, and elected to keep the compensation structure for 2021 compensation, the same as 2020.

2021 Named Executive Officer Compensation - CVR Partners

2021 Target Compensation Mix.

The 2021 target compensation mix for our CEO, Mr.

Pytosh, was predominantly variable or “at risk” at 75.7%.

(1) Comprised of the sum of our CEO’s 2021 base salary, target annual performance-based bonus, and long-term incentive phantom awards.

Compensation Elements.

As with 2019, the three primary components of CVR Partners’ compensation program for 2020 included base salary, an annual performance-based cash bonus, and an annual equity-based incentive award vesting ratably over three years.

As with 2020, the three primary components of CVR Partners’ compensation program for 2021 included base salary, an annual performance-based cash bonus, and an annual equity-based long-term incentive award vesting ratably over three years.

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

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(ii) the previous years’ compensation level for each executive;

(iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience and views of the skills necessary for long-term performance;

(iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the skills necessary for long-term performance;

(v) whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair;

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Pytosh’s total 2021 base salary, including time dedicated to CVR Energy, $590,284 .

2020 Annual Performance-Based Bonus.

During 2021, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2020 (the “2020 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), 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 2021, the Compensation Committee

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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.

2021 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 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.

In February 2021, the Compensation Committee considered the same factors it evaluated in connection with the 2020 UAN Plan, and following consultation with our Executive Chairman, established the 2021 CVR Partners, LP Performance-Based Bonus Plan (the “2021 UAN Plan”), which applies to all eligible employees of the Partnership’s subsidiaries (including Mr.

Pytosh), and contains terms generally equivalent to the 2020 UAN Plan, subject to adjustment of the definition of the Adjusted EBITDA Threshold under the 2021 UAN Plan to reflect an adjustment to turnaround reserve from $8 million to $7 million.

As was the case with the 2020 UAN Plan, payout under the 2021 UAN Plan was dependent first on achievement of an Adjusted EBITDA threshold 1 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.

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Environmental Health & Safety (“EH&S”) Measures (25%)

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

Three measures evenly weighted (33-1/3% each):

Total Recordable Incident Rate (TRIR), Process Safety Tier I Incident Rate (PSIR), and Environmental Events (EE):

Percentage Change (over the prior year) Bonus Achievement

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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%)

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

Four measures evenly weighted (25% each):

Reliability Bonus Achievement

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Less than 5.0% 150% of Target (Maximum)

1 Per the 2021 UAN Plan, “Adjusted EBITDA Threshold” means actual maintenance and sustaining capital expenditures plus reserves for turnaround expenses plus interest on debt for the given Performance Period, and board-directed actions.

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Equipment Utilization Bonus Achievement

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Sixth 50% of Target Percentage (Minimum)

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 utilized in the 2021 UAN Plan for determination of ROCE was selected by the Compensation Committee based on discussions with the Executive Chairman and the President and 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 Compensation Committee elected to keep the Peer Group for 2021 the same as 2020, including CF Industries Holdings, Inc.;

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and Flotek Industries Inc.

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:

The 2021 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 2021 UAN Plan.

In setting Mr.

Pytosh’s target bonus percentage for 2021, the Compensation Committee considered his bonus target for 2020, the total cash compensation to which Mr.

Pytosh may be eligible in 2021, 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 2021 the same as 2020, at 135% of base salary.

2021 Annual Performance-Based Bonus Results

In February 2022, the Compensation Committee evaluated the metrics included in the 2021 UAN Plan.

Pursuant to its evaluation of the performance of the Partnership under the 2021 UAN Plan, the Compensation Committee determined that the Partnership had achieved Adjusted EBITDA under the 2021 UAN Plan in excess of the Adjusted EBITDA Threshold, and

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Measure 2020 Actual Bonus Achievement

TRIR Increase of 17% 0 %

PSIR Increase of 267% 0 %

EE Less than 20 150 %

thereafter determined that the Partnership’s achievement of the metrics under the 2021 UAN Plan resulted in payout of 102% of target, based on the following:

Measure 2021 Actual

Bonus Achievement

TRIR Decrease of 1% 63 %

PSIR Decrease of 73% 150 %

EE Decrease of 67% 150 %

Overall EH&S 121 %

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Operating Expenses 110.2% 0 %

ROCE 7% (Fourth) 100 %

ROCE 14% (Third) 113 %

Overall Financial 95 %

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

As a result, in February 2022, the Compensation Committee approved payout to Mr.

Pytosh under the 2021 UAN Plan of $482,200, approximately 102% of his respective target annual bonus based on his base salary for the Partnership.

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 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.

The CVI Compensation Committee also awarded a payout to Mr.

Pytosh under the 2021 performance-based bonus plan for CVR Energy (the “2021 CVI Plan”), resulting in a total performance-based bonus payout of $834,100.

Long-Term Incentive Awards.

The Compensation Committee believes long-term incentive compensation is one of the most crucial elements of its compensation program.

The amount of a long-term incentive award 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.

The Compensation Committee may elect to make grants of restricted units, options, phantom units or other equity-based awards under the CVR Partners LTIP in its discretion or may recommend grants to the Board for its approval, as determined by the Compensation Committee in its discretion.

Effective December 2020, the Compensation Committee awarded to Mr.

Effective December 2020, the Compensation Committee awarded Mr.

Pytosh 93,288 phantom units of the Partnership, as part of his 2021 compensation, which phantom units vest ratably over three years, subject to the terms and conditions of the award agreement.

The total value of all perquisites and personal benefits provided to each of its named executive officers in 2021 was less than $10,000.

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

During 2021, all of the named executive officers participated in the health and welfare benefit and retirement plans of CVR Energy.

Other Forms of Compensation.

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.

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.

Additionally, all of our other named executive officers are subject to a Change in Control Severance Plan (the “CVI Severance Plan”), which provides for severance benefits in the event of employment termination under certain circumstances.

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

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Base salaries for Messrs.

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

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

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

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

$400,000 $290,000;

and $299,356, respectively.

• 2020 Equity-Based Incentive Awards.

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

• 2020 Performance-Based Bonus Plan Results .

The 2020 performance-based bonus plan for CVR Energy (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.;

Buhrig and Jackson, and 60% for Mr.

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

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, including Mr.

Pytosh, 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.

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

Although Messrs.

Neumann and Conaway were employed by an indirect subsidiary of CVR Energy at the time of the adoption of or payout under the 2020 CVI Plan, they were not executive officers of CVR Energy.

The target payouts for Messrs.

Neumann and Conaway under the 2020 CVI Plan as a percentage of base salary was 60% and 40%, respectively, and like the named executive officers at the time, they did not receive a payout under the 2020 CVI Plan.

• 2021 Performance-Based Bonus Plan Results.

The 2021 CVI Plan, including target payouts as a percentage of base salary of 150% for Mr.

Lamp, 135% for Mr.

Pytosh, 120% for each of Mr.

Neumann and Mses.

Buhrig and Jackson, and 60% for Messrs.

Conaway and Bley, contained terms and performance measures substantially similar to the 2020 CVI Plan and the 2021 UAN Plan subject to adjustment of Adjusted EBITDA and the Adjusted EBITDA Threshold.

3 The peer group in the 2021 CVI Plan is the same as in the 2020 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.;

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HollyFrontier Corp.;

Par Pacific Holdings, Inc.).

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.

and Par Pacific Holdings, Inc.).

In February 2022, the CVI Compensation Committee approved payouts for Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig under the 2021 CVI Plan of $1,710,000, $351,900, $250,400, $128,000, and $793,500, respectively.

• 2021 Long-Term Incentive Awards.

In December 2020, as part of 2021 compensation, incentive units in connection with the long-term incentive plan of CVR Energy (the “CVI LTIP”) were granted to Messrs.

Lamp, Pytosh, Neumann, Conaway and Bley and Mses.

Buhrig and Jackson of 134,168;

and 50,536, respectively, which vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement.

2 2021 Base Salaries listed here for Messrs.

Neumann and Conaway reflect the amounts approved by the CVI Compensation Committee upon their appointments as named executive officers, in October and August 2021, respectively.

The amounts listed here for Ms.

Jackson and Mr.

Bley are pro-rated through the date of their resignations in August and July 2021, respectively.

3 The target payouts as a percentage of base salary listed here for Messrs.

Neumann and Conaway are those effective upon their appointments as named executive officers, in October and August 2021, respectively.

4 Although they were not one of our named executive officers on the date of award, in December 2020, as a component of their 2021 compensation, Messrs.

Neumann and Conaway received long-term incentive unit awards of 13,506 and 7,334 units, respectively, which vest in one-third increments in December in each of the three years following the date of award, subject to the terms and conditions of the award agreement.

Although the CVI Compensation Committee approved the award to Mr.

Neumann, it did not, and was not required to, approve Mr.

Conaway’s award.

No additional long-term incentive unit awards were made at the time of their appointments.

These incentive unit awards to Ms.

Jackson and Mr.

Bley were, pursuant to the terms of the award agreements, automatically forfeited upon their resignations and rescinded by the CVI Compensation Committee.

December 31, 2021 | 89

Equity Ownership Requirements.

CVR Partners has not established equity ownership requirements for its executive officers, and all long-term incentive or phantom awards, as applicable, are generally settled in cash.

The Compensation Committee believes that cash-settled awards provide the executive officers with a more attractive compensation package and are less burdensome for the Partnership to administer than equity-settled awards.

Additionally, equity-settled compensation in the form of Partnership common units or CVR Energy common stock would dilute the ownership interests of existing unit/stockholders.

We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of CVR Partners securities by selling securities of CVR Partners “short,” and we recommend all employees follow this practice.

We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded or other third-party options, warrants, puts and calls or similar instruments on CVR Partners securities, hold securities of CVR Partners in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale).

Recoupment of Compensation .

In addition to any claw-back provisions applicable under the Dodd-Frank Wall Street Reform and Consumer Protection Act, NYSE listing standards or other applicable laws and regulations, our long-term incentive plan award agreements and performance-based bonus plan contain provisions providing for cancellation, forfeiture, rescission, repayment, recoupment or claw-back, as applicable, of certain compensation paid to our employees, including our named executive officers, under certain circumstances, including in the event of (i) a restatement of the financial results of CVR Partners that would reduce (or would have reduced) the amount of any previously awarded phantom units, (ii) a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Partnership or its subsidiaries the right to terminate the grantee’s employment for cause, (iii) misconduct or gross dereliction of duty resulting in a violation of law or Partnership policy that causes significant harm to the Company, or (iv) other triggering events defined in the long-term incentive plan award agreements and the CVR Partners’ performance-based bonus plan.

December 31, 2021 | 90

Compensation Committee Report

2 unchanged sentences

Compensation Committee

Andrew Langham

Kapiljeet Dargan

David Willetts

February 22, 2022

4 unchanged sentences

Name and Principal Position Year Salary (1)

(2) Stock Awards (3) Non-Equity Incentive Plan Compensation (1, 4) All Other Compensation

Non-Equity Incentive Plan Compensation (4)

All Other Compensation (5)

Lamp, Executive Chairman 2021 $ 1,000,000 $ — $ 1,196,795 $ 1,710,000 $ 3,564 $ 3,910,359

4 unchanged sentences

2019 551,050 457,300 1,102,000 818,000 20,364 2,948,714

Jackson, Executive Vice President and Chief Financial Officer 2020 $ 470,459 $ 19,600 $ 807,565 $ — $ 18,390 $ 1,316,014

Neumann, Executive Vice President and Chief Financial Officer 2021 $ 286,961 $ — $ 382,965 $ 250,400 $ 440 $ 920,766

Buhrig, Executive Vice President, General Counsel and Secretary 2021 $ 570,413 $ — $ 545,738 $ 793,500 $ 810 $ 1,910,461

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

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

Conaway, Vice President, Chief Accounting Officer and Corporate Controller 2021 $ 238,849 $ — $ 138,815 $ 128,000 $ 279 $ 505,943

Jackson, Former Executive Vice President and Chief Financial Officer 2021 $ 299,356 $ — $ — $ — $ 225,448 $ 524,804

2020 470,459 19,600 807,565 — 18,390 1,316,014

2019 456,756 200,800 548,000 621,300 17,865 1,844,721

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

Bley, Former Chief Accounting Officer and Corporate Controller 2021 $ 171,547 $ — $ — $ — $ 33,924 $ 205,471

2020 289,626 7,700 248,697 — 17,561 563,584

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

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

(1) For 2021, amounts in the “Salary” column for Messrs.

Neumann and Conaway reflect total compensation received, including for time periods prior to their appointment to Chief Financial Officer and Chief Accounting Officer, in October and August, 2021 respectively, and for Ms.

Jackson and Mr.

Bley for time periods prior to their resignation dates in August and July 2021, respectively.

(2) Amounts in this column include a 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.

Pytosh, incentive units granted in connection with the CVI LTIP plus phantom units granted in connection with the CVR Partners LTIP.

(4) Amounts in this column reflect:

(a) for 2020, for Mr.

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

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.

(a) for 2021, amounts earned under the 2021 CVI Plan, and for Mr.

Pytosh, amounts earned under the 2021 UAN Plan plus amounts earned under the 2021 CVI Plan, which are expected to be paid in March 2022;

(b) for 2020, for Mr.

Pytosh, amounts earned under the 2020 UAN Plan;

and (c) for 2019, amounts earned under the 2019 CVI Plan, and for Mr.

Pytosh, amounts earned under the 2019 UAN Plan plus amounts earned under the 2019 CVI Plan.

(5) Amounts in this column for 2021 include the following:

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

Lamp, $2,322 for Mr.

Pytosh, $440 for Mr.

Neumann, $810 for Ms.

Buhrig, $279 for Mr.

Conaway, $717 for Ms.

Jackson, and $291 for Mr.

(b) $35,731 and $33,633 in accrued and unused paid time off for Ms.

Jackson and Mr.

Bley, respectively, which was payable upon their departures in August 2021 and July 2021, respectively;

and (c) $189,000 in severance for Ms.

Jackson in accordance with her severance agreement.

Amounts in this column for 2020 include the following:

(a) a company contribution under the CVR Energy 401(k) plan of $17,100 for each of Messrs.

Lamp, Pytosh, and Bley and Mses.

Jackson and Buhrig;

Lamp and Pytosh and Mses.

Buhrig and Jackson;

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

1 unchanged sentence

Pytosh, $841 for Ms.

Jackson, $841 for Ms.

Buhrig, and $461 for Mr.

Buhrig, and $1,290 for Ms.

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.

Lamp and Pytosh and Ms.

Jackson and $8,577 for Ms.

1 unchanged sentence

Lamp and Pytosh, $540 for Ms.

Jackson, $540 for Ms.

Buhrig, and $244 for Mr.

Buhrig, and $1,065 for Ms.

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

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.

December 31, 2021 | 92

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.

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

Pytosh, are employed by CVR Services and dedicated only a portion of their time to our business in 2021, with the remainder dedicated to the business of CVR Energy and its subsidiaries.

The following table outlines 2021 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 2021 (10%, 60%, 18%, 20% and 20% for Messrs.

Lamp, Pytosh, Neumann, Conaway and Bley, respectively, and 20% and 18% for Mses.

Buhrig and Jackson, respectively), 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

Name Salary Bonus Stock Awards Non-Equity Incentive

Compensation All Other Compensation

Lamp $ 100,000 $ — $ 119,680 $ 171,000 $ 356

Pytosh 354,171 — 664,280 482,200 1,393

Jackson 84,683 145,362 — 3,310

Neumann 51,653 — 68,934 45,072 79

Buhrig 114,083 — 109,148 158,700 162

Conaway 47,770 — 27,763 25,600 56

Jackson 53,884 — — — 40,581

Bley 34,309 — — — 6,785

(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 2020 UAN Plan and the 2020 CVI Plan, as well granted under the CVR Partners LTIP and the CVI LTIP, as applicable, during 2020.

The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2021 UAN Plan and the 2021 CVI Plan, as well as granted in connection with the CVR Partners LTIP and the CVI LTIP, as applicable, during 2021.

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1) Estimated Future Payouts under Equity Incentive

Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts under Equity Incentive

Plan Awards (2)

Name Bonus Plan /

Grant Date Threshold (3) Target Maximum Number

Grant Date Threshold (3)

Target Maximum Number

Stock or Units Grant Date Fair Value

5 unchanged sentences

Phantom Units 12/8/21 — — — 8,774 664,280

Jackson 2020 CVI Plan n/a $ 23,429 $ 564,551 $ 846,827 — —

Neumann 2021 CVI Plan n/a $ 20,000 $ 480,000 $ 720,000 — —

Incentive Units 12/8/21 — — — 23,210 $ 382,965

1 unchanged sentence

Incentive Units 12/8/21 — — — 33,075 $ 545,738

Bley 2020 CVI Plan n/a $ 7,212 $ 173,776 $ 260,664 — —

Conaway 2021 CVI Plan n/a $ 7,250 $ 174,000 $ 261,000 — —

Incentive Units 12/8/21 — — — 8,413 $ 138,815

1 unchanged sentence

Pytosh) or under the 2021 CVI Plan (with respect to Messrs.

Lamp, Pytosh, and Bley and Mses.

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 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 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

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig) in respect of 2021 performance with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments.

Amounts for Messrs.

Neumann and Conaway reflect amounts that could have been earned based on their respective base salaries and target bonus percentages in effect upon their appointment as named executive officers.

The performance measures for 2021 were set by the Compensation Committee and the CVI Compensation Committee, as applicable, as described in the “Compensation Discussion and Analysis.” As of December 31, 2021, Ms.

Jackson and Mr.

Bley were no longer employed by CVR Services, and thus were not eligible to and did not and will not receive a payout under the 2021 CVI Plan.

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

Pytosh during 2021 as part of 2022 compensation in connection with the UAN LTIP;

and (ii) incentive units

December 31, 2021 | 93

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.

awarded to Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig by CVR Energy during 2021 as part of 2022 compensation in connection with the CVI LTIP.

Jackson and Mr.

Bley did not receive an award of Phantom Units or Incentive Units in 2021.

(3) For the 2021 UAN Plan and the 2021 CVI Plan, ‘Threshold’ represents the minimum payout under the 2021 UAN Plan and the 2021 CVI Plan, as applicable, assuming the Partnership and CVR Energy, as applicable, have satisfied the Adjusted EBITDA Thresholds and 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 4.167% of total target payout.

For more information and full description of the 2021 CVI Plan and the 2021 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.

1 unchanged sentence

Employment Agreements with CVR Partners.

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

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

Employment Agreements with CVR Energy.

None of our named executive officers have an employment agreement with CVR Energy or its subsidiaries other than Mr.

On November 1, 2017, CVR Energy entered into an employment agreement with Mr.

Lamp, as chief executive officer of CVR Energy, effective January 1, 2018.

The agreement has a four-year term continuing through December 31, 2021, unless otherwise terminated by CVR Energy or Mr.

Lamp receives an annual base salary of $1,000,000 and is also eligible to receive a performance-based annual cash bonus with a target payment equal to 150% of his annual base salary, to be based upon individual and/or company performance criteria as established by the CVI Compensation Committee.

In addition, Mr.

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.

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.

Lamp is also eligible to receive an incentive payment of $10 million (the “Incentive Payment”) payable if either the conditions set forth in the employment agreement or the conditions set forth in a separate Performance Unit Award Agreement (“PU Award Agreement”) are fulfilled.

The Incentive Payment becomes payable:

(a) under the employment agreement, if on or prior to December 31, 2021, either (i) a transaction is consummated which constitutes a change in control (as defined in the employment agreement), or (ii) the Board approves a transaction which, if consummated, would constitute a change in control and such transaction is consummated on or prior to December 31, 2022;

or (b) under the PU Award Agreement, the average closing price of CVR Energy’s common stock over the 30-trading day period beginning on January 4, 2022 and ending on February 15, 2022 is equal to or greater than $60.00 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations and the like).

Payment of the Incentive Payment is conditioned upon Mr.

On December 22, 2021, CVR Energy and Mr.

Lamp entered into a new employment agreement (the “2021 Employment Agreement”), which was effective immediately and superseded and replaced in the entirety, the Original Employment Agreement (as hereinafter defined).

The 2021 Employment Agreement has an approximate three-year term, which expires on December 31, 2024, unless otherwise terminated by CVR Energy or Mr.

Under the 2021 Employment Agreement, in addition to the ability to participate in such health, insurance, retirement and other employee benefit plans and programs of CVR Energy in effect from time to time on the same basis as other senior executives of CVR Energy, Mr.

Lamp is also eligible to receive:

• An annual base salary of $1,100,000;

• A performance-based annual cash bonus with a target payment equal to 150% of his annual base salary, to be based upon individual and/or performance criteria as established by the CVI Compensation Committee;

• For each fiscal year during the Term, an incentive unit award equal to 150% of his base salary (or such other amount as agreed to by the CVR Energy and Mr.

Lamp) granted in connection with the CVI LTIP.

The 2021 Employment Agreement provides for the payment of certain severance payments to Mr.

Lamp that may have been due following termination of his employment under certain circumstances and are described below under “Change-in-Control and Termination Payments,” and requires Mr.

Lamp to abide by a perpetual restrictive covenant relating to non-disclosure and non-disparagement, as well as covenants relating to non-solicitation and non-competition that govern during his employment and thereafter for the period severance is paid and, if no severance is paid, for six months following termination of employment.

Lamp is also eligible to receive an incentive payment of $10 million (the “Incentive Payment”) payable if either the conditions set forth in the 2021 Employment Agreement or the conditions set forth in a separate Performance Unit Award Agreement, as amended on December 22, 2021 (as amended, the “PU Award Agreement”), are fulfilled, as follows:

Agreement Conditions Measurement Period

2021 Employment Agreement • a transaction is consummated that constitutes a Change-in-Control, (1) or

• the Board approves a transaction which, if consummated, would constitute a Change-in-Control (1) and such transaction is consummated on or prior to December 31, 2025

Prior to December 31, 2024

PU Award Agreement The average closing price of CVR Energy’s common stock is equal to or greater than $60.00 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations and the like) 30-trading day period:

January 6, 2025 - February 20, 2025

(1) Change-in-Control as defined in the 2021 Employment Agreement.

Payment of the Incentive Payment under the 2021 Employment Agreement or the PU Award Agreement is conditioned upon Mr.

Lamp remaining employed with CVR Energy through December 30, 2024 (unless terminated by CVR Energy without cause or by Mr.

Lamp for good reason (as defined in the employment agreement) on or after the satisfaction of the foregoing conditions and prior to December 30, 2021).

Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable, be paid within 30 days.

For the avoidance of doubt, Mr.

Lamp for good reason (as defined in the 2021 Employment agreement) on or after the satisfaction of

December 31, 2021 | 94

the foregoing conditions and prior to December 30, 2024).

Lamp will not under any circumstance be entitled to receive more than one Incentive Payment and if he becomes entitled to the Incentive Payment under the terms of the 2021 Employment Agreement, Mr.

Lamp will immediately forfeit any right to payments under the PU Award Agreement.

The employment agreement requires Mr.

Lamp to abide by a perpetual restrictive covenant relating to non-disclosure and non-disparagement and also includes covenants relating to non-solicitation and non-competition that govern during his employment and thereafter for the period severance is paid and, if no severance is paid, for six months following termination of employment.

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 as referenced as an exhibit to this Annual Report on Form 10-K.

December 31, 2020 | 92

The original employment agreement between CVR Energy and Mr.

Lamp that was effective on January 1, 2018 (the “Original Employment Agreement”), was superseded in the entirety by the 2021 Employment Agreement.

Although substantially similar in content, the 2021 Employment Agreement includes changes to (i) adjust Mr.

Lamp’s base salary from $1,00,000 to $1,100,00;

(ii) provide for full vesting of certain outstanding incentive units held by Mr.

Lamp following termination of employment under certain circumstances;

and (iii) extend the Incentive Achievement Date (as defined in the 2021 Employment Agreement) to align with the extended term of the 2021 Employment Agreement.

The descriptions of these agreements are qualified in their entirety by the text of such agreements, each as referenced in previous filings with the SEC and as exhibits to this Annual Report on Form 10-K.

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, 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.

The following table sets forth information concerning outstanding phantom unit awards granted in connection with the CVR Partners LTIP that were held by certain of the named executive officers, as well as outstanding incentive unit awards made by CVR Energy granted in connection with the CVI LTIP and for which the Partnership will share in the expense, both as of December 31, 2021.

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

Pytosh for which the Partnership does not share in the expense.

All of the outstanding shares or units reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments” below.

All of the outstanding units or shares reflected below are subject to accelerated vesting under certain circumstances as described in more detail in the section titled “Change-in-Control and Termination Payments.” Any outstanding phantom or incentive unit awards held Ms.

Jackson and Mr.

Bley were, pursuant to the terms of the award agreements, automatically forfeited upon their resignations and rescinded by the CVI Compensation Committee, and therefore neither Ms.

Jackson nor Mr.

Bley had any phantom or incentive unit awards outstanding as of December 31, 2021.

Equity Awards That Have Not Vested

Name Award Type Grant Date (1) Number of Shares or

Name Award Type (1)

Grant Date Number of Shares or

Units Market Value of Shares or Units (2)

8 unchanged sentences

Incentive Units 12/8/21 22,843 383,991

Jackson Incentive Units 12/14/18 4,599 (3) $ 88,071

Neumann Incentive Units 12/13/19 953 (3)

Incentive Units 12/9/20 9,004 (3)

3 unchanged sentences

Incentive Units 12/8/21 33,075 (3)

Bley Incentive Units 12/14/18 1,454 (3) $ 27,844

Conaway Incentive Units 8/19/20 930 (3)

Incentive Units 12/9/20 4,889 (3)

Incentive Units 12/8/21 8,413 (3)

(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.

(1) These incentive and phantom units vest ratably in annual installments in each of the three years following the date of grant, subject to the terms of the applicable award agreement.

December 31, 2021 | 95

(2) This column represents the number of unvested units outstanding on December 31, 2021, multiplied by:

(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);

(a) for incentive units issued on December 8, 2021, $16.81 (the December 31, 2021, closing price of CVR Energy common stock (the “CVI Closing Price”));

(b) for incentive units issued on August 19, 2020 and December 9, 2020, $21.70 (equal to the CVI Closing Price plus $4.89 in accrued dividends);

(c) for incentive units issued on December 13, 2019, $22.90 (equal to the CVI Closing Price plus $6.09 in accrued dividends);

(d) for phantom units issued on December 8, 2021, $82.69 (equal to the December 31, 2021 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.

December 31, 2020 | 93

and (e) for phantom units issued on December 13, 2019 and December 9, 2020, $87.34 (equal to the UAN Closing Price, plus $4.65 in accrued distributions which has been adjusted to reflect the Reverse Unit Split of the Partnership’s common units that was effective as of November 23, 2020 (the “Reverse Unit Split”)).

(3) The Partnership will share in a pro-rated portion of the costs associated with these awards based on the percentage of time that the named executive officer dedicates to our business during the year of vesting.

Equity Awards Vested During Fiscal Year 2021

This table reflects the portion of phantom units granted pursuant to the CVR Partners LTIP as well as incentive unit awards made by CVR Energy for which the Partnership shared in the expense that vested during 2020.

This table also includes incentive unit awards made to Mr.

Pytosh by CVR Energy that vested during 2020.

This table sets forth information concerning phantom units awarded by us that vested during 2021, as well as incentive unit awards made by CVR Energy that vested during 2021, for which the Partnership shared in the expense.

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

Pytosh that vested during 2021 and for which the Partnership does not share in the expense.

Jackson nor Mr.

Bley had any equity-based awards that vested in 2021.

Equity Awards

2 unchanged sentences

Incentive Units 10,912 243,665 (2)

Incentive Units 44,723 944,997 (3)

Pytosh Incentive Units 3,771 $ 95,067 (1)

4 unchanged sentences

Phantom Units 31,096 2,563,865 (6) (5)

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

Neumann Incentive Units 855 $ 21,555 (1)

Incentive Units 953 21,280 (2)

3 unchanged sentences

Incentive Units 19,261 406,985 (3)

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

Incentive Units 1,454 28,789 (1)

Conaway Incentive Units 465 $ 8,235 (3)

Incentive Units 2,445 51,663 (3)

(1) For incentive units for Messrs.

Lamp, Pytosh, and Bley and Mses.

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.

Lamp, Pytosh, and Neumann and Ms.

Buhrig that vested during fiscal year 2021, 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) $9.14 in accrued dividends.

(2) For incentive units for Messrs.

Lamp, Pytosh, and Bley and Mses.

(3) For incentive units for Mr.

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.

Lamp, Pytosh, and Neumann and Ms.

(3) For incentive units for Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

(4) For phantom units that vested during fiscal year 2021, 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 $8.65 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.

Jackson and Buhrig 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 $1.56 per unit.

(8) For incentive units 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 $2.07 per unit.

(6) For phantom units that vested during fiscal year 2021, the amount reflected includes a per unit value equal to the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $4.65 per unit.

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

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.

For the year ended December 31, 2021, the total amount paid to our General Partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $15.5 million.

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Change-in-Control and Termination Payments

Certain of our named executive officers are entitled to severance and other benefits from CVR Energy following the termination of their employment under certain circumstances.

Under his employment agreement, if Mr.

Lamp’s employment is terminated due to death or disability, or by CVR Energy without cause and not in connection with a change in control, he (or his estate, in the event of termination due to death) is entitled to:

(a) any accrued but unpaid amounts, plus (b) salary continuation for the lesser of six months and the remainder of the term of the employment agreement (such period, the “Lamp Post-Employment Period”), plus (c) a pro-rata bonus for the year in which termination occurs based on actual results.

For terminations due to disability, Mr.

Lamp is also entitled to disability benefits.

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) 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 other than benefits accrued prior to such termination.

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

Our named executive officers are entitled to severance and other benefits from CVR Energy following the termination of their employment under certain circumstances as follows:

Lamp, Executive Chairman .

Lamp’s employment is terminated he is entitled to the following benefits as more fully described in the 2021 Employment Agreement:

Reason for Employment Termination Accrued Amounts (1)

Severance Payments (2)

LTIP Payout (3)

Incentive Payment (4)

Death, Disability or Termination other than for cause not in connection with a change-in-control ü ü ü

Resignation for good reason ü ü ü

Resignation or Retirement ü

Termination without cause in connection with a change-in-control (5)

Resignation for good reason in connection with a change-in-control (5)

(1) Includes base salary earned but unpaid through date of termination or resignation, earned but unpaid Annual Bonus for completed fiscal years, unused accrued paid time off, unreimbursed expenses, accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans.

(2) Includes continuation of base salary for the lesser of (i) six months, and (ii) the remainder of the term, plus a pro-rata Annual Bonus for the fiscal year of termination based on individual achievement and/or performance criteria for such fiscal year, and/or in the case of termination due to disability payments under CVR Energy’s disability plan(s).

(3) Includes the value of full vesting of any unvested incentive units (and accumulated dividend equivalent rights) but only if such incentive units were granted more than one year prior to the date of termination of employment.

(4) $10 million.

(5) Change-in-Control Related Termination (as defined in his 2021 Employment Agreement), occurring within the 120-day period prior to the change of control and payable within 30 days following the consummation of the change in control.

For the avoidance of doubt, such benefits are conditioned upon the consummation of a change in control on or prior to December 31, 2025.

As a condition to receiving these severance 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 relating to non-solicitation and noncompetition.

Lamp’s employment term, and thereafter during the period he receives severance payments or supplemental disability payments, as applicable, or for

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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 relating to non-solicitation and noncompetition.

If any payments or distributions due to Mr.

Lamp under his 2021 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.

The meaning of all terms used, but not defined in this description of these benefits to which Mr.

Lamp is entitled upon employment termination, are as defined in the 2021 Employment Agreement and are qualified thereby in the entirety.

Other Named Executive Officers.

Jackson and Buhrig and Messrs.

Pytosh, and Bley do not have employment agreements.

However, under the CVI Severance Plan, Mses.

Jackson and Buhrig and Messrs.

Pytosh and Bley are generally eligible for certain payments in the event of their involuntary termination (other than for cause, as defined in the CVI Severance Plan) or their resignation for good reason (as defined in the CVI Severance Plan), in each case, within the 120 days preceding or the 24 months following a change in control (as defined in the CVI Severance Plan) including any amounts accrued prior to termination, plus a lump sum payment equal to twelve months of base salary plus the average annual bonus paid during the preceding three years (or target in the event of no bonus history).

They are also entitled to acceleration of unvested equity awards.

These payouts are subject to various conditions including the execution of a release agreement, a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and non-competition for a period of 12 months.

Buhrig and Messrs.

Pytosh, Neumann, and Conaway do not have employment agreements.

However, under the CVI Severance Plan, Ms.

Buhrig and Messrs.

Pytosh, Neumann, and Conaway are generally eligible for certain payments in the event of their involuntary termination (other than for cause, as defined in the CVI Severance Plan) or their resignation for good reason (as defined in the CVI Severance Plan), as follows:

Reason for Employment Termination Accrued Amounts (1)

Severance Payments (2)

Vesting Acceleration (3)

Involuntary termination (other than for cause) in connection with a change-in-control (4)

Resignation for good reason in connection with a change-in-control (4)

(1) The sum of any base pay earned but unpaid through the date of termination, any unused accrued paid time off in accordance with the applicable paid time off policy, any unreimbursed expenses in accordance with the applicable expense reimbursement policy, and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans.

(2) The sum of (a) twelve (12) months of base pay, and (b) the average of the annual bonuses actually paid during the three calendar years immediately preceding (or for such shorter period of time or 100% of target bonus, if applicable ).

(3) Accelerated vesting as to 100% of the unvested incentive awards, calculated based on the 20-day average closing price of a share or common unit of CVR Energy or the Partnership, as applicable.

(4) Occurring within the 120 days preceding or the 24 months following a change-in-control (as defined in the CVI Severance Plan).

Payout of these amounts are subject to various conditions including the execution of a release agreement, a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and non-competition for a period of 12 months.

Jackson and Mr.

Bley, while employed with CVR Services, were also eligible for certain payments in the event of their involuntary termination.

Based on the circumstances of their resignations, however, neither Ms.

Jackson nor Mr.

Bley were eligible for nor received any payments under the CVI Severance Plan upon the termination of their employment.

Accrued Amounts and Severance Payments

The amounts of potential post-employment payments and benefits in the table below assume that the triggering event took place on December 31, 2021.

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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Pursuant to the Corporate MSA, we are responsible for the payment of our proportionate share of severance benefits under the 2021 Employment Agreement and the CVI Severance Plan and other benefits costs following the termination of employment of the named executive officers that are employed by CVR Services.

The actual payments to which a named executive officer would be entitled may only be determined based upon the actual occurrence and circumstances surrounding the termination.

Cash Severance Benefit Continuation

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$ 4,146,885 $ 4,146,885 $ 1,886,885 $ 4,146,885 $ 11,886,885 $ — $ — $ — $ — $ —

Lamp (3) $ 693,101 $ 693,101 $ 193,101 $ 693,101 $ 10,000,000 $ — $ — $ — $ — $ —

Pytosh — — — — 1,608,132 — — — — —

Jackson — — — — 1,035,010 — — — — —

Buhrig — — — — 1,183,875 — — — — —

Bley — — — — 463,402 — — — — —

— — — — 1,401,081 — — — — —

— — — — 943,827 — — — — —

— — — — 1,162,954 — — — — —

— — — — 483,714 — — — — —

(1) Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control.

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(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 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.

(i) Accrued Amounts, plus (ii) a Pro-Rata Bonus under the applicable bonus plan based on actual achievement;

(b) resignation or retirement not in connection with a change in control include Accrued Amounts;

and (c) termination without cause or resignation for good reason in connection with a change in control include:

(i) the Incentive Payment, plus (ii) Accrued Amounts.

Lamp is also entitled to the “LTIP Payout,” a payment associated with the accelerated vesting of certain incentive awards following termination of employment, which amounts are itemized in the table entitled “Value of Accelerated Vesting of Restricted Stock Unit and Incentive Unit Awards .

” The terms Accrued Amounts, Pro-Rata Bonus, LTIP Payout and Incentive Payment are all as defined in the 2021 Employment Agreement.

Pytosh and Ms.

Buhrig, payments in the termination without cause or resignation for good reason column include, as defined under the CVI Severance Plan, (a) Accrued Amounts, plus (b) a lump sum of twelve months’ base pay plus a sum equal to the average of the annual bonuses actually paid during the immediately preceding three calendar years.

(5) For Messrs.

Neumann and Conaway, payments in the termination without cause or resignation for good reason column include, as defined under the CVI Severance Plan, (a) Accrued Amounts, plus (b) a lump sum of twelve months’ base pay plus a sum equal to 100% of their current target bonus based on such shorter period of time during which they served as a named executive officer.

Accelerated Vesting of Restricted Stock Unit and Incentive Unit Awards

Certain of our named executive officers have received phantom unit awards in connection with the CVR Partners LTIP, as well as incentive unit awards in connection the CVI 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 unit of Partnership or a common share of CVR Energy, as applicable, for the ten trading days preceding the vest, plus (ii) distributions declared and paid by the Partnership and the per unit cash value of all dividends declared and paid by CVR Energy, as applicable, from the grant date to and including the vest date.

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

• 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 the phantom units or incentive 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 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.

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

The following table reflects the value of accelerated vesting of the unvested phantom units and incentive units held by the named executive officers assuming the triggering event took place on December 31, 2021.

For the purposes of phantom units awarded by us to Mr.

Pytosh, the value is based on the 20-day average closing price for the Partnership common units for the 20 trading days preceding December 31, 2021, or $78.98 per unit.

For the purposes of the incentive units awarded by CVR Energy to all named executive officers other than Mr.

Lamp, 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, 2021, or $16.12 per share.

Jackson and Mr.

Bley, prior to their resignations, were also eligible for accelerated vesting of outstanding incentive unit awards in the event of their involuntary termination.

However, based on the circumstances of their resignations, the outstanding incentive unit awards held by Ms.

Jackson and Mr.

Bley at the time of their resignations did not accelerate, and neither received any payments in connection with any accelerated vestings upon the termination of their employment.

Death Disability Retirement Termination without Cause or with Good Reason

Lamp $ — $ — $ — $ — $ 2,652,646

$ 2,141,666 $ 2,141,666 $ — $ 2,141,666 $ 2,141,666

Pytosh — — — — 7,437,286

Jackson — — — — 987,725

Neumann — — — — 584,485

Buhrig — — — — 1,441,842

Bley — — — — 304,955

Conaway — — — — 257,875

(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.

(3) The amounts reflected for Mr.

Lamp represent the value of full vesting of any unvested incentive units (and any accumulated but unvested dividend equivalents) held by Mr.

Lamp as of December 31, 2021, that were granted more than one year prior thereto, as defined in the 2021 Employment Agreement calculated pursuant to the award agreements upon the average closing price of a common share of CVR Energy for the ten trading days before vest, plus accrued dividends declared and paid through the vest date.

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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”):

For 2021, 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 Principal Executive Officers, Mr.

Lamp, our Executive Chairman, and Mr.

Pytosh, our President and Chief Executive Officer.

We estimate that the median of the annual total compensation of all our employees and our consolidated subsidiaries (except our PEOs) was $126,523 for 2020.

The annual total compensation of Messrs.

Pytosh and Lamp, our PEOs for 2020, as reported in the Summary Compensation Table included in this Item 11, was $2,011,144 and $316,481, respectively, for 2020 (as adjusted to reflect the compensation attributable to their respective service to the Partnership).

These totals and the pay ratios described below are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

Based on this information, we estimate that the ratio of the annual total compensation of each of our PEOs to the median of the annual total compensation of all employees for 2020 was:

(i) 16 to 1, with respect to Mr.

and (ii) 3 to 1, with respect to Mr.

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, 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.

Pytosh, our President and Chief Executive Officer (collectively,“PEOs”), we used the following methodology and made the following material assumptions, adjustments, and estimates:

(1) We determined that, as of December 31, 2021, the employee population of the Partnership and its consolidated subsidiaries consisted of 297 individuals, excluding our PEOs who 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 2021 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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We did not make any cost-of-living adjustments in identifying the “median employee.”

(3) Once we identified our median employee, we included the elements of such employee’s compensation for 2020 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $126,523.

With respect to the annual total compensation of our PEOs, we used the amounts reported in the “Total” column of our 2020 Summary Compensation Table included in this Item 11, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K, as adjusted to reflect the portion of such amount attributable to our PEOs respective service to the Partnership as further described in the table immediately following our 2020 Summary Compensation Table.

(3) To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2021 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

(4) To identify the annual total compensation of our PEOs, we used the amounts reported in the “Total” column of our 2021 Summary Compensation Table included in this Item 11, which was calculated in accordance with the same requirements of Item 402(c)(2)(x) of Regulation S-K, as adjusted to reflect the portion of such amount attributable to Mr.

Lamp’s and Mr.

Pytosh’s service to the Partnership, of ten percent (10%) and sixty percent (60%), respectively, and as further described in the table immediately following our 2021 Summary Compensation Table.

Based on this methodology, we estimate that the ratio of the annual total compensation of each of our PEOs to the median of the annual total compensation of all employees for 2021 was as follows:

Annual total compensation of Median Employee (1)

Annual total compensation of Executive Chairman (2)

CEO Pay Ratio (Executive Chairman) 3:1

Annual total compensation of President & CEO (2)

CEO Pay Ratio (President & CEO) 12:1

(1) Excludes our PEOs.

(2) Adjusted to reflect the portion of such compensation attributable to service to the Partnership.

The totals and pay ratios described above are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

Compensation of Directors

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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.

In November 2020, the Board considered these goals and the compensation paid to such directors for 2020, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2021 the same as 2020.

During 2021, independent directors received an annual director fee of $35,000.

The Audit Committee chair received an additional fee of $15,000 per year, while independent directors serving on the Audit Committee received an additional fee of $7,500 per year.

The Compensation Committee chair received an additional fee of $8,000 per year, while independent directors serving on the Compensation Committee received an additional fee of $5,000 per year.

The chair of the EH&S Committee received an additional fee of $8,000 per year, while independent directors serving on the EH&S Committee received an additional fee of $5,000 per year.

In addition, independent directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors (and committees thereof) of our general partner and for other director-related education expenses.

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

The Compensation Committee and EH&S Committee chairs received an additional fee of $8,000 per year, while independent directors serving on the Compensation Committee received an additional fee of $5,000 per year.

In addition, independent directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors (and

December 31, 2021 | 100

committees thereof) of our General Partner and for other director-related education expenses.

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

Board/Committee Meeting Threshold Per Year

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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, 2021.

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

Name Fees Earned or Paid in Cash (1)

Unit Awards Total Compensation

Ecton $ 55,000 $ — $ 55,000

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Shea 50,500 — 50,500

(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.

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

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

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CVR Services, LLC (1)

3,892,000 36.4 %

Goldman Sachs Group, Inc.

954,430 8.9 %

Barclays Bank Plc (4) 910,460 8.2 %

Barclays Plc (3)

621,054 5.8 %

CVR GP, LLC (4)

Kapiljeet Dargan — —

Ecton 1,250 *

Jonathan Frates — —

Andrew Langham — —

Pytosh 30,593 *

David Willetts — —

Buhrig 2,200 *

All directors and executive officers of our General Partner as a group (10 persons) (5)

* Less than 1%

(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.

(1) 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, SungHwan Cho, Jaffrey A.

Firestone, Jonathan Frates, Hunter C.

The directors of CVR Energy are Kapiljeet Dargan, Jaffrey A.

Firestone, Hunter C.

Gary, David L.

Lamp, Stephen Mongillo, and James M.

Lamp, Stephen Mongillo, James M.

Strock and David Willetts.

(2) Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on February 2, 2022 by Goldman Sachs Group, Inc.

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has shared voting power with respect to 954,430 units and shared dispositive power of 954,430 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.

(3) Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 11, 2022, which indicates that Barclays Plc and Barclays Bank Plc, both with an address of 1 Churchill Place, London, X0 E14 5HP, have sole voting power and sole dispositive power with respect to 621,054 units.

(4) 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.

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Pytosh, (ii) the 2,200 common units owned by Ms.

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

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

Buhrig, (iii) the 1,250 common units owned by Ms.

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

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

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Certain Relationships and Related Transactions, and Director Independence

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).

CVR Services owns (i) 3,892,000 common units, representing approximately 36% of our outstanding units, and (ii) 100 % of 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.

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

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

Our Coffeyville Facility is party to the Coffeyville Master Service Agreement, 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.

Refer to Note 9 (“Related Party Transactions”) of Part II, Item 8 for additional information related to these agreements.

Refer to Part II, Item 8, Note 9 (“Related Party Transactions”) of this Report for additional information related to these agreements.

Refer also to Part IV, Item 15 of this Report for the filed agreements.

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Insight Portfolio Group

Insight Portfolio Group LLC (“Insight Portfolio Group”) is an entity formed and controlled by Mr.

Insight Portfolio Group LLC (“ISG”) is an entity formed and controlled by Mr.

Icahn in order to maximize the potential buying power of a group of entities with which Mr.

Icahn has a relationship in negotiating with a wide range of suppliers of goods, services, and tangible and intangible property at negotiated rates.

For 2020 and 2019, the Partnership did not pay any fees to Insight Portfolio Group.

However, we indirectly received services from certain of CVR Energy’s negotiated agreements with third parties, certain of which were initiated through the Insight Portfolio Group.

On January 23, 2020, CVR Energy assigned its minority equity interests to a third party, terminated its agreement, and is no longer expected to transact with, the Insight Portfolio Group.

Icahn has a relationship by negotiating with a wide range of suppliers of goods, services, and tangible and intangible property at negotiated rates.

For 2021 and 2020, the Partnership did not pay any fees to ISG.

However, we indirectly received services from certain of CVR Energy’s negotiated agreements with third parties, certain of which were initiated through the ISG.

On January 23, 2020, CVR Energy assigned its minority equity interest in ISG to a third party, terminated its agreement relating to ISG, and is no longer expected to transact with ISG.

Conflicts of Interest

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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

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.

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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”).

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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 NYSE.

The Board consists of seven 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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(a)(3) Exhibits

INDEX TO EXHIBITS

Exhibit Number Exhibit Description

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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 of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on June 23, 2021).

4.8** Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on June 23, 2021).

10.1** 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.

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10.2** 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.

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10.4** 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).

10.13** 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).

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

10.6** 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).

3 unchanged sentences

10.7.3**+ 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).

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

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

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

5 unchanged sentences

Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 of CVR Energy, Inc.’s Form 10-Q filed on October 25, 2018).

10.11.1*+ CVR Energy, Inc.

Change in Control and Severance Plan, as amended effective January 1, 2022 .

10.12** Collateral Trust Agreement, dated as of June 10, 2016, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 16, 2016).

1 unchanged sentence

10.14** AB Credit Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, the lenders from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on October 6, 2016).

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10.15** Security Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, and UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on October 6, 2016).

10.16** Intercreditor Agreement, dated as of September 30, 2016, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their affiliates from time to time party thereto, UBS AG, Stamford Branch, as administrative agent and collateral agent for the secured parties, Wilmington Trust, National Association, as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on October 6, 2016).

10.17** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on August 4, 2020).

10.17.1* Amendment No.

1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022.

10.18**+ 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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10.19**+ 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 .

10.20**+ CVR Partners, LP 2021 Performance-Based Bonus Plan, approved February 19, 2021 (incorporated by reference to Exhibit 10.27 of the Form 10-K filed on February 23, 2 021) .

10.21** Amendment No.

1 to ABL Credit Agreement, dated as of September 29, 2020, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen GP, LLC and CVR Nitrogen Finance Corporation, the lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 30, 2020).

10.22** Collateral Trust Joinder, dated as of June 23, 2021, among CVR Partners, LP, CVR Nitrogen Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on June 23, 2021).

10.23** The Joinder Agreement (Other Parity Lien Obligations), dated as of June 23, 2021, among Wilmington Trust, National Association, as an other parity obligations representative, UBS AG, Stamford Branch, as collateral agent under the Existing ABL Facility, Wilmington Trust, National Association, as applicable parity lien representative, Wilmington Trust, National Association, as parity lien collateral trustee and CVR Partners, LP (incorporated by reference to Exhibit 10.4 of the Form 8-K filed on June 23, 2021).

10.24** Offer Letter, dated as of October 7, 2021, by and between CVR Services, LLC and Dane J.

Neumann (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on November 2, 2021).

10.25** Offer Letter, dated as of August 9, 2021, by and between CVR Services, LLC and Jeffrey D.

Conaway (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed on November 2, 2021).

10.26** Severance and Release Agreement, effective as of August 29, 2021, by and between CVR Services, LLC, and Tracy D.

Jackson (incorporated by reference to Exhibit 10.3 of the Form 10-Q filed on November 2, 2021).

10.27** Credit Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on September 30, 2021).

10.28** Guaranty and Security Agreement, dated as of September 30, 2021, among CVR Partners, LP, CVR Nitrogen, LP, East Dubuque Nitrogen Fertilizers, LLC, Coffeyville Resources Nitrogen Fertilizers, LLC, CVR Nitrogen Holdings, LLC, CVR Nitrogen Finance Corporation, CVR Nitrogen GP, LLC, certain of their subsidiaries from time to time party thereto, and Wells Fargo Bank, National Association, a national banking association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on September 30, 2021).

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10.29** Joinder Agreement (Other Parity Lien Obligations), dated as of September 30, 2021, among Wilmington Trust, National Association (“WTNA”), as an other applicable parity obligations representative, UBS AG, Stamford Branch (“UBS”), as collateral agent under the existing ABL Facility, WTNA, as applicable parity lien representative, WTNA, as parity lien collateral trustee, Wells Fargo, as collateral agent under the ABL Credit Facility and CVR Partners (on behalf of itself and its subsidiaries) to that certain intercreditor agreement dated as of September 30, 2016 (as amended, supplemented or otherwise modified to date), among the Credit Parties, certain of their subsidiaries from time to time party thereto, UBS as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on September 30, 2021).

10.30** Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 27, 2021).

10.31** Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc.

Lamp (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on December 27, 2021).

21.1** List of Subsidiaries of CVR Partners, LP (incorporated by reference to Exhibit 21.1 of the Form 10-K filed on February 21, 2017).

5 unchanged sentences

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.

101* The following financial information for CVR Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (“Extensible Business Reporting Language”) includes:

101* The following financial information for CVR Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes:

(1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income (Loss), (4) Consolidated Statement of Partners’ Capital, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements, tagged as blocks of text.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

12 unchanged sentences

Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership or its business or operations on the date hereof.

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Form 10-K Summary

5 unchanged sentences

February 22, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

3 unchanged sentences

(Principal Executive Officer) February 22, 2022

JACKSON Executive Vice President, Chief Financial Officer

NEUMANN Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 22, 2022

/s/ MATTHEW W.

BLEY Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 23, 2021

/s/ JEFFREY D.

CONAWAY Vice President, Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer) February 22, 2022

/s/ KAPILJEET DARGAN Director February 22, 2022

Kapiljeet Dargan

ECTON Director February 22, 2022

/s/ JONATHAN FRATES Director February 23, 2021

Jonathan Frates

/s/ ANDREW LANGHAM Director February 23, 2021

Andrew Langham

Director February 22, 2022

/s/ HUNTER C.

GARY Director February 23, 2021

SHEA Director February 22, 2022

/s/ DAVID WILLETTS Director February 22, 2022

David Willetts

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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