What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 270 added, 387 removed, 859 unchanged (43% of the section changed)

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Based on that evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer have concluded that internal control over financial reporting was effective as of December 31, 2022.

The Partnership’s independent registered public accounting firm, that audited the consolidated financial statements included herein under Item 8, has issued a report on the effectiveness of the Partnership’s internal control over financial reporting.

This report can be found under Item 8.

The Partnership’s independent registered public accounting firm, that audited the consolidated financial statements included herein under Part II, Item 8 of this Report, has issued a report on the effectiveness of the Partnership’s internal control over financial reporting.

This report can be found under Part II, Item 8 of this Report.

Changes in Internal Control Over Financial Reporting.

There have been no changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended December 31, 2021 that materially affected or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

There have been no material 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, 2022 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control 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 20, 2023, the Compensation Committee of our Board adopted the CVR Partners, LP 2023 Performance Based Bonus Plan (the “2023 UAN Plan”), which applies to all eligible employees of our subsidiaries and contains terms equivalent to the CVR Partners, LP 2022 Performance Based Bonus Plan.

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Management of CVR Partners, LP

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.

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 the General Partner’s executive officers (who are appointed by the Board) or by our General Partner’s 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.

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Ecton, Frank M.

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

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

one non-management director who is also an officer of Icahn Enterprises L.P.

(“IEP”) (David Willetts);

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

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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)).

One other non-management director who is currently or was previously an officer or employee of IEP also served as our director during 2022:

Kapiljeet Dargan (until June 23, 2022).

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.

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.

In 2022, the Board met four times and acted three times by written consent.

All of the directors who served during 2022 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.

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(January 2018 to Current)

Former Public Company Directorships:

CVR Refining, LP (January 2018 to February 2019)

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 served as the Executive Chairman of our general partner and as President and Chief Executive Officer of our affiliate, 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.

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

and 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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Lamp's extensive knowledge and experience in the refining and chemical industries, as well as his significant background serving in key executive roles at public and private companies and strong leadership skills make him well qualified to serve as our director.

Former Public Company Directorships:

CVR Refining, LP (2018 to 2019);

Northern Tier Energy, LP (2013 to 2016)

President and Chief Executive Officer and Director

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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.

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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.

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Kapiljeet Dargan

Current Public Company Directorships:

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.

CVR Partners, LP (2008 to Current)

Former Public Company Directorships :

Viskase Companies, Inc.

KAR Auction Services, Inc.

(2013 to 2019)

Current Public Company Directorships:

CVR Partners, LP (2008 to Current)

Ecton has served as our director since 2008.

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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, 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.

Ecton has also served as a corporate officer of Nutri/System, Inc.

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

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

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

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

Ecton has more than thirty-five years of experience serving in director and executive leadership roles for public and privately held companies in the banking, automotive, food processing, retailing, mail services, and other industries, as well as for non-profit organizations.

Ecton earned her MBA from the Harvard Graduate School of Business Administration, and received her BA in economics from Wellesley College, graduating as a Durant Scholar.

Ecton serves on the Board of Trustees of Hillsdale College.

Ecton was elected and served on the Harvard Board of Overseers, and as president of the Harvard Business School Association’s Executive Council.

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

Ecton serves on the Board of Trustees of Hillsdale College.

We believe Ms.

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Her knowledge and experience, as well as risk oversight expertise, provide the audit committee with valuable perspective in managing the relationship with our independent accountants and in the performance of financial auditing oversight.

Former Public Company Directorships :

Body Central Corp (2011 to 2014);

KAR Auction Services, Inc.

(2013 to 2019);

Mellon Bank Corporation and Mellon Bank N.A., Mellon PSFS;

H&R Block, Inc.;

Tandy Corporation;

Barnes Group Inc.;

Vencor, Inc.;

and PetSmart, Inc.

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

Muller was a senior vice president of the Coastal Corporation from 1989 to 2001, focusing on business acquisitions and joint ventures, and general manager of the Kensington Company, Ltd.

from 1984 to 1989.

Muller started his business career in the oil and chemical industries with PepsiCo, Inc.

and Agrico Chemical Company.

Muller served in the United States Army from 1965 to 1973.

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

Muller has more than forty years of experience in the technology, energy and petroleum, chemical, and other industries, including in senior executive roles, and in roles focusing on business acquisitions and joint ventures.

Muller served in the United States Army and 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 well qualified to serve as our director.

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(2006 to Current)

Former Public Company Directorships :

Hennessy Capital lV (2019 to 2020)

Voltari Corporation (2015 to 2019)

Trump Entertainment Resorts (2016 to 2017)

Hennessy Capital II (2016 to 2017)

Hennessy Capital III (2017 to 2018).

Shea has been our director since 2014.

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;

Shea served as an operating partner of Snow Phipps, a private equity firm, from 2013 to 2021.

He has served as a director of Viskase Companies, Inc., a meat casing company (“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 (“Voltari”), 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.

and 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 three 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;

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

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

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

Shea was President of Icahn Enterprises G.P.

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

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

Shea was chairman, chief executive officer, president or managing director of H.J.

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

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

Shea began his career with General Foods Corporation.

and Head of Icahn Associates Portfolio Operations (“Icahn Associates”) from October 2006 to June 2009.

Shea began his career with General Foods Corporation and has more than thirty years of experience serving in executive management roles in the food manufacturing and packaging industries, among others, and serving on the board of directors for numerous privately held companies.

He has an M.B.A.

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

Former Public Company Directorships :

Hennessy Capital lV (2019 to 2020);

Voltari Corporation (2015 to 2019);

Trump Entertainment Resorts (2016 to 2017);

Hennessy Capital I (2014 to 2015);

Hennessy Capital II (2016 to 2017);

Hennessy Capital III (2017 to 2018).

December 31, 2022 | 79

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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.

Willetts has been the chief executive officer and a director of Icahn Enterprises L.P.

(“IEP”) since November 2021 and June 2021, respectively, and also 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.

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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;

Willetts has been a director of the general partner of CVR Partners, since July 2021;

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

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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.

We believe that the significant business and financial experience of Mr.

Willetts qualify him to serve as our director.

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

Director Independence & Controlled Company Exemptions

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Meetings in 2022:

Acted by Written Consent in 2021:

(1) Audit Committee Financial Expert

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

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.

Muller, Jr., Chair (3)

Kapiljeet Dargan

David Willetts

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(3) Independent, Non-Employee Director

EH&S Committee

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Ecton, Chair (3)

Acted by Written Consent in 2021:

Meetings in 2022:

(3) Independent, Non-Employee Director

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Ø Exercises approval authority delegated to it by the Board.

Kapiljeet Dargan

David Willetts

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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.

During 2022, four of our six directors were non-management and three of our six directors were independent.

Our non-management and independent directors met during five and nine executive sessions, respectively, in 2022.

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

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As of December 31, 2022, 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.

Muller and Willetts.

During 2022, one other non-management director who was an officer and/or employee of IEP also served at various times on the Compensation Committee:

Kapiljeet Dargan (until June 23, 2022).

None of the members of the Compensation Committee during 2022 have, at any time, been an officer or employee of the Partnership or our General Partner and none have any relationship requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company.

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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 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.

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Name Principal Occupation, Experience and Qualifications

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.

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021)

Neumann has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary and as our Treasurer, and in those same roles for our affiliate, CVR Energy, since October 2021 and February 2022, respectively.

Prior to that, he served as our Interim Chief Financial Officer from August to October 2021, and as Vice President – Finance & Treasurer from June 2020 to October 2021, and in those same roles for CVR Energy, as well as 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.

Before joining CVR Partners, 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.

and director of financial planning and analysis for Western Refining, Inc.

and its affiliates (“WNR”), from 2017 until its acquisition by Andeavor (then Tesoro Corporation) in June 2017.

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

Prior to joining CVR Partners, Ms.

Buhrig served as executive vice president, general counsel and secretary of Delek US Holdings, Inc., a downstream energy company operating in the areas of refining, logistics, convenience stores, and asphalt, and the general partner of Delek Logistics Partners, LP, a master limited partnership with crude oil and refined product logistics and marketing assets, from October 2017 to June 2018, and held various positions with WNR, from November 2005 until July 2017 including senior vice president - services and compliance officer from August 2016 until WNR’s acquisition by Andeavor in June 2017.

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.

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 has served as our Vice President, Chief Accounting Officer & Corporate Controller, and in that same role for our affiliate, CVR Energy, since August 2021.

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

Conaway previously served as our Director – Commercial & Operations Accounting, and in that same role for CVR Energy, since August 2020.

Prior to joining CVR Partners, Mr.

Conaway served as assistant controller of Patterson-UTI Energy, Inc., an oilfield services company, from February 2019 and in various roles of increasing responsibility at CITGO Petroleum Corporation, a refiner, transporter and marketer of motor fuels, lubricants, and petrochemicals, since August 2010, including senior advisor from November 2017 to February 2019 and assistant controller – manufacturing & operations accounting from July 2014 until November 2017.

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.

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Named Executive Officers

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”):

This Compensation Discussion and Analysis focuses on the compensation of persons who served as our principal executive officers, our chief financial officer, and our next two other most highly compensated executive officers for 2022 (collectively, the “named executive officers”):

Lamp Executive Chairman

Pytosh President and Chief Executive Officer

Neumann Executive Vice President and Chief Financial Officer

Neumann Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Buhrig Executive Vice President, General Counsel and Secretary

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December 31, 2022 | 85

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.

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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 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.

Our named executive officers provide services to us under a Corporate Master Service Agreement, as amended (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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• 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;

December 31, 2021 | 83

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

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

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Named executive officer compensation will generally include a mix of fixed elements, intended to provide stability, as well as variable elements, which align pay and performance, incentivizing and rewarding our named executive officers in years where the Partnership achieves superior results.

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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.

The Compensation Committee further considered the structure it utilized for 2021 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 2022 Annual Meeting, in which CVR Energy stockholders overwhelmingly approved, on an advisory basis, its named executive officer compensation for 2021, 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 2022 compensation the same as 2021.

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2022 Named Executive Officer Compensation - CVR Partners

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Compensation Elements.

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.

As was the case in 2021, the three primary components of CVR Partners’ compensation program for 2022 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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Pytosh’s total 2022 base salary, including time dedicated to CVR Energy, $607,993 .

2020 Annual Performance-Based Bonus.

2021 Annual Performance-Based Bonus Results.

During 2022, the Compensation Committee evaluated the metrics included in CVR Partners’ annual performance-based bonus program for 2021 (the “2021 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.

Based on these considerations, 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.

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2022 Annual Performance-Based Bonus.

In February 2022, the Compensation Committee considered the same factors it evaluated in connection with the 2021 UAN Plan, and following consultation with our Executive Chairman, established the 2022 CVR Partners, LP Performance-Based Bonus Plan (the “2022 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.

Pytosh), and contains terms generally equivalent to the 2021 UAN Plan.

As was the case with the 2021 UAN Plan, payout under the 2022 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.

20 unchanged sentences

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

5 unchanged sentences

Greater than 105% 150% of Target (Maximum)

1 Per the 2022 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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Operating Expense Bonus Achievement

13 unchanged sentences

Sixth 50% of Target Percentage (Minimum)

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 Peer Group utilized in the 2022 UAN Plan for determination of return on capital employed (“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 2022 the same as 2021, including CF Industries Holdings, Inc.;

17 unchanged sentences

PSIR Decrease of 33% 150 %

EE Decrease of 67% 150 %

EE 4 events 150 %

Overall EH&S 150 %

7 unchanged sentences

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.

Pytosh under the 2022 performance-based bonus plan for CVR Energy (the “2022 CVI Plan”), based on CVR Energy’s achievement under the 2022 CVI Plan, which contains measures generally equivalent to the measures applicable under the 2022 UAN Plan, of 118%, resulting in a total performance-based bonus payout of $851,500.

Long-Term Incentive Awards.

8 unchanged sentences

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.

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

3 unchanged sentences

Related to 2022, the CVI Compensation Committee approved:

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• 2022 Compensation Structure.

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

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• 2022 Base Salaries.

Base salaries for Messrs.

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;

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

Buhrig, of $1,100,000;

and $598,934, respectively.

2 unchanged sentences

Lamp, 135% for Mr.

Pytosh, 120% for each of Mses.

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.;

Neumann and Ms.

Buhrig, and 60% for Mr.

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

2 The peer group in the 2021 CVI Plan was 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.;

3 unchanged sentences

and Par Pacific Holdings, Inc.

(collectively, the “2021 Peer Group”)).

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

1 unchanged sentence

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

• 2022 Performance-Based Bonus Plan Results.

The 2022 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 Ms.

Buhrig, and 60% for Mr.

Conaway, contained terms and performance measures substantially similar to the 2021 CVI Plan and the 2022 UAN Plan subject to adjustment of Adjusted EBITDA and the Adjusted EBITDA Threshold.

2 The peer group in the 2022 CVI Plan is the same as in the 2021 CVI Plan.

In February 2023, the CVI Compensation Committee approved payouts for Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig under the 2022 CVI Plan of $1,947,100, $373,500, $650,200, $198,000, and $886,000, respectively.

• 2022 Long-Term Incentive Awards.

In December 2021, as part of 2022 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;

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig of 72,533;

and 33,075, 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.

5 unchanged sentences

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.

2 Per the 2021 CVI 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 items.

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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 Partnership, or (iv) other triggering events defined in the long-term incentive plan award agreements and the CVR Partners’ performance-based bonus plan.

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Compensation Committee Report

2 unchanged sentences

Compensation Committee

Kapiljeet Dargan

David Willetts

13 unchanged sentences

2020 567,582 21,000 1,772,104 535,700 19,511 2,915,897

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

Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2022 $ 450,000 $ — $ 453,609 $ 650,200 $ 18,740 $ 1,572,549

2021 286,961 — 382,965 250,400 440 920,766

Buhrig, Executive Vice President, General Counsel and Secretary 2022 $ 598,934 $ — $ 543,574 $ 886,000 $ 19,110 $ 2,047,618

2 unchanged sentences

Conaway, Vice President, Chief Accounting Officer and Corporate Controller 2022 $ 293,626 $ — $ 133,057 $ 198,000 $ 18,611 $ 643,294

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

2021 238,849 — 138,815 128,000 279 505,943

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

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 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.

(1) Amounts in this column for 2022 reflect:

Lamp, the base salary defined in his employment agreement dated December 22, 2021 (the “2021 Employment Agreement”);

and (b) for Mr.

Neumann, the total base salary received in 2022, including as a result of salary adjustments approved by the CVR Energy Compensation Committee in February and October 2022.

For 2021, amounts for Messrs.

(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.

(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 (“Topic 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 in connection with the CVR Partners LTIP.

2 unchanged sentences

Pytosh, amounts earned under the 2022 UAN Plan plus amounts earned under the 2022 CVI Plan, which are expected to be paid in March 2023;

(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.

(b) 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;

and (c) for 2020, for Mr.

Pytosh, amounts earned under the 2020 UAN Plan.

(5) Amounts in this column for 2022 include the following:

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

(a) a company contribution under the CVR Energy 401(k) plan of $18,300 for each of Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

(b) a company contribution under the CVR Energy basic life insurance program of $6,858 for Mr.

Lamp, $2,322 for Mr.

1 unchanged sentence

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.

Buhrig, and $311 for Mr.

and (c) for Mr.

Lamp, a retroactive catch-up payment equal to the difference between Mr.

Lamp’s prior base salary and the base salary under the 2021 Employment Agreement for the 10-day period from December 22, 2021 to December 31, 2021, of $1,154.

Amounts in this column for 2021 include the following:

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

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.

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

Lamp, $2,322 for Mr.

Pytosh, $841 for Ms.

Buhrig, and $1,290 for Ms.

Pytosh, $440 for Mr.

Neumann, $810 for Ms.

Buhrig, and $279 for Mr.

Amounts in this column for 2020 include the following:

1 unchanged sentence

Lamp and Pytosh and Ms.

Jackson and $8,577 for Ms.

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

Lamp and Pytosh, $540 for Ms.

Buhrig, and $1,065 for Ms.

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

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

Lamp, $2,411 for Mr.

Pytosh, and $841 for Ms.

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

1 unchanged sentence

The following table outlines 2022 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 2022 (10%, 60%, 18%, 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.

Lamp, Pytosh, Neumann, and Conaway,

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respectively, and 20% for Ms.

Buhrig), including the Stock Award and Non-Equity Incentive Compensation for Mr.

Pytosh granted to him by the Compensation Committee.

6 unchanged sentences

Conaway 58,725 — 26,611 39,600 3,722

Jackson 53,884 — — — 40,581

Bley 34,309 — — — 6,785

Grants of Plan-Based Awards

24 unchanged sentences

Buhrig) in respect of 2022 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.

The performance measures for 2022 were 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 Topic 718, of (i) phantom units awarded to Mr.

Pytosh during 2022 as part of 2023 compensation in connection with the UAN LTIP;

and (ii) incentive units

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awarded to Messrs.

and (ii) incentive units awarded to Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig by CVR Energy during 2022 as part of 2023 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 2022 UAN Plan and the 2022 CVI Plan, ‘Threshold’ represents the minimum payout under the 2022 UAN Plan and the 2022 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 2022 CVI Plan and the 2022 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.

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Employment Agreements

4 unchanged sentences

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).

Lamp entered into a new employment agreement (the “2021 Employment Agreement”), which was effective immediately and superseded and replaced in the entirety, Mr Lamp’s prior employment agreement.

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

3 unchanged sentences

• 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.

• For each fiscal year during the term of the 2021 Employment Agreement, 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 that may be 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.

9 unchanged sentences

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 2021 Employment agreement) on or after the satisfaction of

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

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

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Outstanding Equity Awards at Fiscal Year End

2 unchanged sentences

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

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

20 unchanged sentences

Incentive Units 12/8/21 5,608 (3)

Incentive Units 12/14/22 4,468 (3)

(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.

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(2) This column represents the number of unvested units outstanding on December 31, 2022, multiplied by:

(a) for incentive units issued on December 14, 2022, $31.34 (the December 31, 2022, 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);

(b) for incentive units issued on December 8, 2021, $36.14 (equal to the CVI Closing Price plus $4.80 in accrued dividends);

(c) for incentive units issued on August 19, 2020 and December 9, 2020, $41.03 (equal to the CVI Closing Price plus $9.69 in accrued dividends);

(d) for phantom units issued on December 14, 2022, $100.58 (equal to the December 31, 2022 closing price of Partnership common units (the “UAN Closing Price”));

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”)).

(e) for phantom units issued on December 8, 2021, $119.90 (equal to the UAN Closing Price, plus $19.32 in accrued distributions );

and (f) for phantom units issued on December 9, 2020, $124.55 (equal to the UAN Closing Price, plus $23.97 in accrued distributions).

(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.

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Equity Awards Vested During Fiscal Year 2022

2 unchanged sentences

Pytosh that vested during 2022 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

3 unchanged sentences

Incentive Units 24,178 899,905 (3)

79,813 $ 3,255,790

Pytosh Incentive Units 3,206 $ 138,852 (1)

4 unchanged sentences

Phantom Units 2,925 392,857 (6)

64,775 $ 6,595,167

Neumann Incentive Units 953 $ 41,274 (1)

1 unchanged sentence

Incentive Units 7,737 287,971 (3)

13,192 $ 518,824

Buhrig Incentive Units 4,474 $ 193,769 (1)

1 unchanged sentence

Incentive Units 11,025 410,351 (3)

34,759 $ 1,415,159

Conaway Incentive Units 465 $ 17,358 (7)

Incentive Units 2,445 102,959 (2)

Incentive Units 2,805 104,402 (3)

5,715 $ 224,719

(1) For incentive units for Messrs.

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.

Buhrig that vested during fiscal year 2022, 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 award agreement, and (ii) $10.89 in accrued dividends.

(2) For incentive units for Messrs.

Lamp, Pytosh, and Neumann and Ms.

Lamp, Pytosh, Neumann, and Conaway 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 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.

(4) For phantom units that vested during fiscal year 2022, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $23.97 per unit.

(5) Accrued distributions have been adjusted to reflect the reverse unit split of the Partnership’s common units that was effective as of November 23, 2020.

(6) For phantom units that vested during fiscal year 2022, the amount reflected includes a per unit value equal to the average closing price of CVR Partners’ common units in accordance with the award agreement, and (ii) accrued distributions of $19.32 per unit.

(7) For incentive units for Mr.

Conaway that vested during fiscal year 2022, 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 award agreement, and (ii) $5.29 in accrued dividends.

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8 unchanged sentences

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 .

2021 Employment Agreement .

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

10 unchanged sentences

(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.

1 unchanged sentence

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

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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

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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.

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.

If any payments or distributions due to Mr.

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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.

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:

CVI Severance Plan.

Pytosh, Neumann, and Conaway and Ms.

Buhrig do not have employment agreements.

However, under the CVI Severance Plan, Messrs.

Pytosh, Neumann, and Conaway and Ms.

Buhrig 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 connection with a change-in-control, as follows:

Reason for Employment Termination Accrued Amounts (1)

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(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.

(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, plus any accrued dividends declared and paid through the vest date.

(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 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.

Award Agreements.

Under award agreements issued in connection with the CVR Partners LTIP, as well as in connection with the CVI LTIP, each of Messrs.

Lamp, Pytosh, Neumann, and Conaway and Ms.

Buhrig are also eligible for accelerated vesting of certain unvested incentive units upon certain termination events, 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 date, plus (ii) the per unit cash value of distributions declared and paid by the Partnership and 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:

• For awards issued after February 21, 2022, 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 any award scheduled to vest within twelve months of such event becomes immediately vested and the remaining portion is forfeited.

• For awards issued before February 21, 2022, 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 any award scheduled to vest in the year such event occurs shall become immediately vested and the remaining portion is forfeited.

Cash Severance and Accelerated Vesting Payments

The following table reflects the value of potential post-employment payments and benefits to the named executive officers assuming the triggering employment termination event took place on December 31, 2022.

Pursuant to the Corporate MSA, we

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are responsible for the payment of our proportionate share of these severance benefits under the 2021 Employment Agreement, the CVI Severance Plan, award agreements, 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

Death Disability Retirement Termination without Cause or with Good Reason Death Disability Retirement Termination without Cause or with Good Reason

Name and Severance Benefit Death Disability Retirement Termination without Cause Resignation for Good Reason

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accrued Amounts (3)

1,947,100 1,947,100 1,947,100 1,947,100 1,947,100 1,947,100 1,947,100

Accelerated Vesting - Incentive Units (4)

3,967,634 3,967,634 — 3,967,634 3,967,634 3,536,886 3,967,634

Cash Severance (5)

550,000 550,000 — 550,000 10,000,000 550,000 10,000,000

Total Amount $ 6,464,734 $ 6,464,734 $ 1,947,100 $ 6,464,734 $ 15,914,734 $ 6,033,986 $ 15,914,734

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accelerated Vesting - Phantom Units (6)

203,674 203,674 — 203,674 5,447,583 — 5,447,583

Accelerated Vesting - Incentive Units (7)

126,979 126,979 — 126,979 1,475,852 — 1,475,852

Cash Severance (8)

— — — — 1,337,260 — 1,337,260

Total Amount $ 330,653 $ 330,653 $ — $ 330,653 $ 8,260,695 $ — $ 8,260,695

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accelerated Vesting - Incentive Units (7)

156,636 156,636 — 156,636 1,206,847 — 1,206,847

Cash Severance (9)

— — — — 1,050,000 — 1,050,000

Total Amount $ 156,636 $ 156,636 $ — $ 156,636 $ 2,256,847 $ — $ 2,256,847

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accelerated Vesting - Incentive Units (7)

187,702 187,702 — 187,702 2,134,753 — 2,134,753

Cash Severance (8)

— — — — 1,364,184 — 1,364,184

Total Amount $ 187,702 $ 187,702 $ — $ 187,702 $ 3,498,937 $ — $ 3,498,937

Benefits Continuation $ — $ — $ — $ — $ — $ — $ —

Accelerated Vesting - Incentive Units (10)

45,946 45,946 — 45,946 456,733 — 456,733

Cash Severance (9)

— — — — 469,802 — 469,802

Total Amount $ 45,946 $ 45,946 $ — $ 45,946 $ 926,535 $ — $ 926,535

(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) 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.

(3) Accrued Amounts represents, as defined in the 2021 Employment Agreement, Mr.

Lamp’s earned but unpaid Annual Bonus.

Lamp, the accelerated vesting value upon death, disability, or termination without cause or resignation for good reason in connection with a change in control, represents (A) as defined in the 2021 Employment Agreement, the number of any unvested incentive units held as of December 31, 2022, that were granted more than one year prior thereto, multiplied by for incentive units awarded (i) on December 9, 2020, the average closing price for CVR Energy common stock for the 10-trading days preceding December 31, 2022, or $30.85 per share (the “CVI 10-day Average Price”), plus $9.69 in accrued dividends, and (ii) on December 8, 2021, the CVI 10-day Average Price, plus $4.80 in accrued dividends (the “LTIP Payout”), plus (B) for incentive units granted by CVR Energy on or after February 21, 2022, as defined in the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied by the CVI 10-day Average Price.

The accelerated vesting value upon

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resignation for good reason not in connection with a change in control is equal to the LTIP Payout.

For the avoidance of doubt, as used herein, the term “LTIP Payout” is calculated as defined in Mr.

Lamp’s 2021 Employment Agreement.

Lamp, the cash severance amount upon (A) death, disability, or termination without cause or resignation for good reason not in connection with a change in control represents, as defined in the 2021 Employment Agreement, 6-months of Base Salary;

and (B) termination without cause or resignation for good reason in connection with a change in control represents, the Incentive Payment.

Provided that, in the case of payments upon disability, the 6-months of Base Salary may, in the event CVR Energy secures insurance to cover its obligations, be lower.

Additionally, in the case of a termination event on a date other than December 31, Mr.

Lamp would also be entitled to a Pro Rata Bonus as part of the severance amount, as defined in the 2021 Employment Agreement.

The terms Pro-Rata Bonus, Base Salary, and Incentive Payment are all as defined in the 2021 Employment Agreement.

Pytosh, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for phantom unit awards granted by the Partnership on or after February 21, 2022, pursuant to the award agreement, the number of any unvested phantom units scheduled to vest within twelve months from December 31, 2022, multiplied by the average closing price for Partnership common units for the 10 trading-days preceding December 31, 2022, or $101.82;

and (B) termination without cause or resignation for good reason, both in connection with a change in control, represents pursuant to the CVI Severance Plan, the number of all unvested phantom units outstanding on December 31, 2022, multiplied by, for phantom units awarded by the Partnership (i) on December 9, 2020, the average closing price for Partnership common units for the 20 trading-days preceding December 31, 2022, or $106.86 per unit (the “UAN 20-day Average Price”), plus $23.97 in accrued distributions, (ii) on December 8, 2021, the UAN 20-day Average Price plus $19.32 in accrued distributions, and (iii) on December 14, 2022, the UAN 20-day Average Price.

(7) For Messrs.

Pytosh and Neumann and Ms.

Buhrig, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control, represents for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied by the CVI 10-day Average Price;

and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested units outstanding on December 31, 2022, multiplied by, for incentive units awarded by CVR Energy (a) on December 9, 2020, the average closing price for CVR Energy common stock for the 20-trading days preceding December 31, 2022, or $30.93 per share (the “CVI 20-day Average Price”), plus $9.69 in accrued dividends, (b) on December 8, 2021, the CVI 20-day Average Price, plus $4.80 in accrued dividends, and (c) on December 14, 2022, the CVI 20-day Average Price.

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.

Buhrig, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control include, as defined under the CVI Severance Plan, 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.

(9) 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 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 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

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

Pytosh — — — — 7,437,286

Neumann — — — — 584,485

Buhrig — — — — 1,441,842

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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Neumann and Conaway, cash severance amounts upon termination without cause or resignation for good reason, both in connection with a change in control, include, as defined under the CVI Severance Plan, 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.

Conaway, the accelerated vesting value upon (A) death, disability, or termination without cause not in connection with a change in control include for incentive unit awards granted by CVR Energy on or after February 21, 2022, pursuant to the award agreement, the number of any unvested incentive units scheduled to vest within twelve months from December 31, 2022, multiplied the CVI 10-day Average Price;

and (B) termination without cause or resignation for good reason, both in connection with a change in control represents, pursuant to the CVI Severance Plan, the number of all unvested incentive units awarded by CVR Energy outstanding on December 31, 2022, multiplied by, for incentive units awarded (i) on August 19, 2020 and December 9, 2020, the CVI 20-day Average Price, plus $9.69 in accrued dividends, (ii) on December 8, 2021, the CVI 20-day Average Price, plus $4.80 in accrued dividends, and (iii) on December 14, 2022, the CVI 20-day Average Price.

For 2022, 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.

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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.

(1) We determined that, as of December 31, 2022, the number of employees 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 2022 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.

2 unchanged sentences

(3) To identify the annual total compensation of our median employee, we included the elements of such employee’s compensation for 2022 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

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(4) To identify the annual total compensation of our PEOs, we used the amounts reported in the “Total” column of our 2022 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.

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

(3) Excludes the Partnership’s portion of the retroactive payment made in 2022 related to the 2021 Employment Agreement of $1,154.

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

6 unchanged sentences

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

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

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:

3 unchanged sentences

EH&S Committee 6

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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, 2022:

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The business address for each of our beneficial owners is c/o CVR Partners, LP, 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.

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Beneficially Owned

2 unchanged sentences

3,892,000 36.8 %

Goldman Sachs Group, Inc.

954,430 8.9 %

Barclays Plc (2)

1 unchanged sentence

CVR GP, LLC (3)

Kapiljeet Dargan — —

Ecton 1,250 *

6 unchanged sentences

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 Kapiljeet Dargan, Jaffrey A.

The directors of CVR Energy are Jaffrey A.

Firestone, Hunter C.

2 unchanged sentences

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.

with an address of 200 West Street, New York, New York 10282.

Goldman Sachs Group, Inc.

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

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(2) 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.

5 unchanged sentences

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

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Certain Relationships and Related Transactions, and Director Independence

16 unchanged sentences

Conflicts of Interest

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

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

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

5 unchanged sentences

Our Board has adopted a Related Party Transaction Policy, which is designed to monitor and ensure the proper review, approval, ratification, and disclosure of related party transactions involving us.

This policy applies to any transaction, arrangement, or relationship (or any series of similar or related transactions, arrangements, or relationships) in which we are a participant, and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest.

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material interest.

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

1 unchanged sentence

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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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”).

5 unchanged sentences

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

The Board consists of six 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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3.2** Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No.

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

1 e ffective January 1, 2018 ) (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on April 26, 2018).

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

2 unchanged sentences

on May 23, 2011 (Commission File No.

4.4** Registration Rights Agreement, dated as of August 9, 2015, by and among CVR Partners, LP, Coffeyville Resources, LLC, Rentech Nitrogen Holdings, Inc., and DSHC, LLC (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on August 13, 2015).

4.5** Indenture, dated June 10, 2016, by and 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 4.1 of the Form 8-K filed on June 16, 2016).

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).

4.4** 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).

6 unchanged sentences

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.

on May 23, 2011 (Commission File No.

10.3** Amended and Restated Contribution, Conveyance and Assumption Agreement, dated as of April 7, 2011, among Coffeyville Resources, LLC, CVR GP, LLC, Coffeyville Acquisition III LLC, CVR Special GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.1 of the Form 8-K/A filed by CVR Energy, Inc.

on May 23, 2011 (Commission File No.

10.3** 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).

10.4** 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).

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

10.5.1** Amendment to Master Service Agreement, dated as of April 12, 2022, among CVR Services, LLC and the Partnership and its subsidiaries (incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on May 3, 2022).

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

2 unchanged sentences

10.6.3**+ 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.

Lamp (incorporated by reference to Exhibit 10.20 to the Partnership’s Form 10-K filed on February 23, 2018 (Commission File No.

10.6.4**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.

7.4 of the Form 10-K filed on February 2 3 , 202 2 ).

10.6.5**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.7.5 of the Form 10-K filed on February 23, 2022).

10.7**+ Performance Unit Award Agreement, dated as of November 1, 2017, by and between CVR Energy, Inc.

2 unchanged sentences

10.9**+ CVR Energy, Inc.

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 .

Change in Control and Severance Plan, as amended effective January 1, 2022 (incorporated by reference to Exhibit 10.11.1 of the Form 10-K filed on February 23, 2022).

10.10** 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).

10.11** Parity Lien Security 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 10.2 of the Form 8-K filed on June 16, 2016).

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).

10.12** 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).

1 unchanged sentence

10.13.1** 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).

1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022 (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed on February 23, 2022).

10.14**+ 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).

10.15**+ 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, 2021).

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).

10.16**+ CVR Partners, LP 2022 Performance-Based Bonus Plan, approved February 21, 2022 (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed on May 3, 2022).

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10.17** 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).

10.18** 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).

10.19** 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).

10.20** 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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10.21** 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).

3 unchanged sentences

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).

21.1* List of Subsidiaries of CVR Partners, LP

23.1* Consent of Grant Thornton LLP.

7 unchanged sentences

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

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

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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

11 unchanged sentences

(Principal Executive Officer) February 22, 2023

NEUMANN Executive Vice President and Chief Financial Officer

NEUMANN Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

(Principal Financial Officer) February 22, 2023

2 unchanged sentences

(Principal Accounting Officer) February 22, 2023

/s/ KAPILJEET DARGAN Director February 22, 2022

Kapiljeet Dargan

ECTON Director February 22, 2023

5 unchanged sentences

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