CVR PARTNERS, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures. The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2022. Management’s Report on Internal Control Over Financial Reporting. The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 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 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 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. Item 9B. Other Information 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. The 2023 UAN Plan will be filed with the Partnership’s Quarterly Report on Form 10-Q for the period ending March 31, 2023. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. December 31, 2022 | 76 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance 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 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. Limited partners are not entitled to directly or indirectly participate in our management or operations. Neither our General Partner nor the members of its Board are elected by our unitholders, and none are subject to re-election on a regular basis in the future. Actions by our General Partner that are made in its individual capacity are made by CVR Services as the sole member of our General Partner and not by the Board. Our partnership agreement contains various provisions which replace default fiduciary duties with more limited contractual corporate governance standards. Whenever our General Partner makes a determination or takes or declines to take an action in its individual, rather than representative, capacity, it is entitled to make such determination or to take or decline to take such action free of any fiduciary duty or obligation whatsoever to us, any limited partner or assignee, and it is not required to act in good faith or pursuant to any other standard imposed by our partnership agreement or under Delaware law or any other law. Examples include the exercise or assignment of its call right or its registration rights, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the Partnership. Our General Partner is liable, as a General Partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly non-recourse to it. Our debt instruments are non-recourse to our General Partner. Our General Partner therefore may cause us to incur indebtedness or other obligations that are non-recourse to it. The Board As of December 31, 2022, the Board consisted of three directors affirmatively determined by the Board to be independent, non-employee directors (Donna R. Ecton, Frank M. Muller, Jr. and Peter K. Shea); 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. Lamp, our Executive Chairman, and Mark A. Pytosh, our President and Chief Executive Officer). 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. Lamp. As required by our Corporate Governance Guidelines, the Board oversees the business of the Partnership, including its fundamental financial and business strategies and major corporate actions, significant risks facing the Partnership and its risk management activities, and the Partnership’s Environmental, Social and Governance (“ESG”) initiatives. The Board also periodically evaluates its composition, including the skill sets, diversity, leadership structure, background and experience of its directors. The Board believes its current structure and composition is best for the Partnership and its unitholders at this time. All actions of the Board, other than any matters delegated to a committee, will require approval by majority vote of the directors, with each director having one vote. The directors of our General Partner hold office until the earlier of their death, resignation or removal. 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. December 31, 2022 | 77 Table of Contents The following table sets forth the names, positions, ages, and a description of the backgrounds, experience, and qualifications of our directors, as of February 21, 2023: Name, Position and Age Principal Occupation, Experience and Qualifications (1) David L. Lamp Executive Chairman and Chairman of the Board Age: 65 Current Public Company Directorships: CVR Partners, LP (January 2018 to Current) CVR Energy, Inc. (January 2018 to Current) Former Public Company Directorships: CVR Refining, LP (January 2018 to February 2019) Mr. Lamp has served as our director and Chairman of the Board since January 2018. Mr. 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. Mr. 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 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. Mr. Lamp serves on the Board of Directors of the American Fuel & Petrochemical Manufacturers Association and is a past Chairman. Mr. Lamp graduated from Michigan State University with a Bachelor of Science in Chemical Engineering. We believe Mr. Lamp's extensive knowledge and experience in the refining and chemical industries, as well as his significant background serving in key executive roles at public and private companies and strong leadership skills make him well qualified to serve as our director. Mark A. Pytosh President and Chief Executive Officer and Director Age: 58 Current Public Company Directorships: CVR Partners, LP (2011 to Current) Mr. 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 our affiliate, CVR Energy, since January 2018. Mr. Pytosh has over thirty years of experience in senior executive roles, including as chief financial officer, with various companies in the fertilizer, petroleum refining, environmental, power, solid waste and investment banking industries. Mr. Pytosh has served as a director of the University of Illinois Foundation since 2007 and The Fertilizer Institute since 2015. Mr. Pytosh received a Bachelor of Science degree in chemistry from the University of Illinois, Urbana-Champaign. Based on Mr. 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. Donna R. Ecton Director Age: 75 Current Public Company Directorships: CVR Partners, LP (2008 to Current) Former Public Company Directorships : KAR Auction Services, Inc. (2013 to 2019) Ms. Ecton has served as our director since 2008. Ms. Ecton is chairman and chief executive officer of EEI Inc. which she founded in 1998. EEI is a management consulting practice which provides private equity and sub debt firms with turnaround assistance, due diligence through market/operational assessments of companies being considered for acquisition, as well as mentoring and coaching for executive officers. Ms. 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. Ms. 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. Ms. Ecton serves on the Board of Trustees of Hillsdale College. Ms. 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. We believe Ms. Ecton's significant background as both an executive officer and director of public companies and extensive experience in finance is an asset to our Board. 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. December 31, 2022 | 78 Table of Contents Frank M. Muller, Jr. Director Age: 80 Current Public Company Directorships: CVR Partners, LP (2008 to Current) Mr. Muller has served as our director since 2008. Mr. Muller is currently the president of Toby Enterprises, which he founded in 1999 to invest in startup companies, and until 2018, served as the chairman of Topaz Technologies, LTD., a software engineering company. Until August 2009, Mr. Muller served as chairman and chief executive officer of the technology design and manufacturing from TenX Technology, Inc., which he founded in 1985. Mr. 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. Mr. Muller served in the United States Army and received a BS and MBA from Texas A&M University. Mr. Muller's experience in the chemical industry and expertise in developing and growing new businesses make him well qualified to serve as our director. Peter K. Shea Director Age: 71 Current Public Company Directorships: CVR Partners, LP (2014 to Current) Viskase Companies, Inc. (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). Mr. Shea has been our director since 2014. Mr. 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. Mr. 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 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; and Teasdale Foods Inc., a privately-held provider of Hispanic food products, and as its chairman from November 2014 to February 2019. Mr. Shea was President of Icahn Enterprises G.P. Inc. and Head of Icahn Associates Portfolio Operations (“Icahn Associates”) from October 2006 to June 2009. Mr. 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. from the University of Southern California and a B.B.A. from Iona College. We believe Mr. 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. December 31, 2022 | 79 Table of Contents David Willetts Director Age: 47 Current Public Company Directorships: CVR Partners, LP (July 2021 to Current) CVR Energy, Inc. (July 2021 to Current) Viskase Companies, Inc. (June 2021 to Current) Mr. Willetts has served as our director since July 2021. Mr. 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. Since 2012, Mr. Willetts has worked continuously with private equity firms and public companies in the industrial, automotive, consumer products, retail and energy sectors. Mr. 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. Mr. Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A. in business, with a double concentration in accounting and finance. 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. Icahn. Director Independence & Controlled Company Exemptions To be considered independent under NYSE listing standards, our Board must determine that a director has no material relationship with us other than as a director. The standards specify the criteria by which the independence of directors will be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants. The Board has affirmatively determined that each of Ms. Ecton and Messrs. Muller and Shea meet the independence standards established by the NYSE and the Exchange Act for membership on an audit committee and are non-employee directors, as defined by the rules and regulations of the NYSE, the SEC, and our Corporate Governance Guidelines. As a publicly traded partnership, we qualify for, and rely on, certain exemptions from the NYSE’s corporate governance requirements, including the following: • A majority of our directors are not required to be (and are not) independent; • Our Board has not and does not currently intend to establish a nominating/corporate governance committee; and • The Compensation Committee of our Board does not need to be (and is not) composed entirely of independent directors. As a result, unitholders do not have the same protections afforded to equity holders of companies that are subject to all of the corporate governance requirements of the NYSE. December 31, 2022 | 80 Table of Contents Board Committees Our Board has five standing committees appointed by the Board: the Audit Committee; the Compensation Committee; the Environmental Health & Safety (“EH&S”) Committee; the Conflicts Committee; and the Special Committee. Any standing committee with a written charter reviews the adequacy of such charter, at least annually, in addition to evaluating its performance and reporting to the Board on such evaluation. These charters are available free of charge on our website at www.CVRPartners.com or in print without charge to any unitholder requesting them by sending a written request to our Secretary at the address listed under “Communications with Directors” below. Audit Committee Members: Primary Responsibilities: Donna R. Ecton, Chair (1) (3) Frank M. Muller, Jr. (2) (3) Peter K. Shea (2) (3) Ø Appoints, compensates, oversees and evaluates the performance of the independent auditors, including approval of all services to be performed by and the independence of the independent auditor. Ø Reviews with management, our internal auditors and independent auditors the adequacy, quality and integrity of the Partnership’s internal controls, the fair presentation and accuracy of the Partnership’s financial statements and disclosures, audit reports and management’s responses thereto, and the Partnership’s critical accounting policies and practices. Ø Oversees and evaluates the performance, responsibilities, budget and staffing of the internal audit function including its senior audit executive. Ø Establishes procedures for and oversees handling of complaints regarding accounting, internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters. Ø Monitors and periodically reviews the Partnership’s compliance with applicable laws, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto. Ø Reviews and discusses with management potential significant risks to the Partnership and risk mitigation efforts including relating to information technology and cybersecurity controls. Ø Assists the Board in its oversight of the governance portions of the Partnership’s ESG initiatives including the Partnership’s governance practices and reputation, Code of Ethics and Business Conduct, anti-bribery and anti-corruption programs and of the overall risks relating to such ESG initiatives. Ø Reviews and discusses with management and Grant Thornton LLP, our independent registered accounting firm, the audited financial statements contained in this Annual Report on Form 10-K. Ø Received written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board. Ø Based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in this Annual Report on Form 10-K, for filing with the SEC. Meetings in 2022: 4 (1) Audit Committee Financial Expert (2) Financially Literate (3) Independent, Non-Employee Director December 31, 2022 | 81 Table of Contents Compensation Committee Members: Ø Reviews, amends, modifies, adopts and oversees the incentive compensation plans, equity-based compensation plans, qualified retirement plans, health and welfare plans, deferred compensation plans, and any other benefit plans, programs or arrangements sponsored or maintained by the Partnership or its general partner. Ø Evaluates the performance of our executive officers and, in connection therewith, reviews and determines, or recommends to the Board, the annual salary, bonus, equity-based compensation, and other compensation, incentives and benefits of our executive officers (other than compensation and benefits provided by one of its affiliates). Ø Reviews and approves any employment, consulting, change in control, severance or termination, or other compensation agreements or arrangements with our executive officers. Ø Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto. Ø Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Partnership’s Annual Reports on Form 10-K. Ø Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies. 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. Frank M. Muller, Jr., Chair (3) David Willetts Meetings in 2022: 3 Acted by Written Consent in 2022: 2 (3) Independent, Non-Employee Director EH&S Committee Members: Ø Oversees the establishment and administration of environmental, health and safety policies, programs, procedures, and initiatives. Ø Assists the Board in its oversight of risk relating to environmental, health, safety, and security matters. Ø Assists the Board in its oversight of the environmental, health, safety, and security portions of the Partnership’s ESG initiatives including the Partnership’s environmental, health, safety and security risks, opportunities, policies and reporting, including those related to climate change and sustainability. Peter K. Shea, Chair (3) Donna R. Ecton (3) Frank M. Muller, Jr. (3) Mark A. Pytosh Meetings in 2022: 2 (3) Independent, Non-Employee Director December 31, 2022 | 82 Table of Contents Conflicts Committee Members: Ø As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other, the approvals of which (if any) are conclusively deemed to be fair and reasonable to the Partnership and its common unitholders. Ø As requested by the Board, determines whether the resolution of a conflict of interest is in the best interests of the Partnership. Ø Carries out any other duties delegated by the Board that relate to potential conflicts of interest. Ø Has the sole authority to retain, compensate, direct, oversee, and terminate any counsel or other advisers, including consultants, attorneys, independent accountants and other service providers, to assist in the evaluation of conflicts matters and to approve such consultants’ fees and other retention terms. Ø Approvals are conclusively deemed to be fair and reasonable to the Partnership, approved by all of the Partnership’s partners and not a breach by the general partner of any duties it may owe us or our unitholders. Donna R. Ecton, Chair (3) Frank M. Muller, Jr. (3) Meetings in 2022: 1 (3) Independent, Non-Employee Director Special Committee Members: Ø Evaluates and approves matters arising during the intervals between meetings of the Board that did not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of that Board. Ø Exercises approval authority delegated to it by the Board. David L. Lamp David Willetts Acted by Written Consent in 2022: 2 Executive Sessions of Independent and Non-Management Directors To promote open discussion among independent and non-management directors, we schedule regular executive sessions in which our non-management directors meet without management participation, as well as when our independent directors meet without management or any directors affiliated with IEP. During 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. Ms. Ecton presided over the executive sessions held by our non-management and independent directors. Communications with Directors Unitholders and other interested parties wishing to communicate with our Board may send a written communication addressed to: CVR Partners, LP 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 Attention: Executive Vice President, General Counsel and Secretary Our General Counsel will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any unitholder or other interested party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended. December 31, 2022 | 83 Table of Contents Compensation Committee Interlocks and Insider Participation As of December 31, 2022, the Compensation Committee was comprised of Messrs. 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. Corporate Governance Guidelines and Codes of Ethics Our Corporate Governance Guidelines, as well as our Code of Ethics and Business Conduct, which applies to all of our directors, officers, and employees (and which includes additional provisions that apply to our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions) are available free of charge on our website at www.CVRPartners.com. These documents are also available in print without charge to any unitholder requesting them. We intend to disclose any changes in or waivers from our Code of Ethics and Business Conduct by posting such information on our website or by filing a Form 8-K with the SEC. 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, including those of the General Partner. Limited partners are not entitled to appoint the executive officers or directly or indirectly participate in our management or operations. In this report, we refer to the executive officers of our General Partner as “our executive officers.” The following table sets forth the names, positions, ages, background, experience and qualifications (as of February 21, 2023) of the executive officers of our General Partner, other than Messrs. Lamp and Pytosh, who are listed under “The Board” above. Name Principal Occupation, Experience and Qualifications Dane J. Neumann Age: 38 Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (since October 2021) Mr. 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. Mr. Neumann has nearly 15 years of experience in the refining and petrochemicals industry in areas relating to finance, accounting, business development, planning and analytics. Before joining CVR 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; 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. Mr. 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. December 31, 2022 | 84 Table of Contents Melissa M. Buhrig Age: 47 Executive Vice President, General Counsel and Secretary (since July 2018) Ms. Buhrig has served as our Executive Vice President, General Counsel and Secretary, and in that same role for our affiliate, 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. Ms. 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. Jeffrey D. Conaway Age: 48 Vice President, Chief Accounting Officer & Corporate Controller (since August 2021) Mr. Conaway has served as our Vice President, Chief Accounting Officer & Corporate Controller, and in that same role for our affiliate, CVR Energy, since August 2021. Mr. Conaway has over 25 years of experience in finance, accounting and auditing services. Mr. Conaway previously served as our Director – Commercial & Operations Accounting, and in that same role for 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. Mr. 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. Item 11. Executive Compensation Compensation Discussion and Analysis The following discussion and analysis of compensation arrangements (the “Compensation Discussion and Analysis”) of our named executive officers (defined below) for 2022 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation actions. Our actual compensation actions may differ materially from the currently planned programs and payouts summarized in this discussion. This Compensation Discussion and Analysis provides unitholders with an understanding of our compensation philosophy, objectives, policies, and practices in place during 2022, as well as the factors considered by our Compensation Committee in making compensation decisions for 2022. 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”): David L. Lamp Executive Chairman Mark A. Pytosh President and Chief Executive Officer Dane J. Neumann Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary Melissa M. Buhrig Executive Vice President, General Counsel and Secretary Jeffrey D. Conaway Vice President, Chief Accounting Officer and Corporate Controller December 31, 2022 | 85 Table of Contents Neither the Partnership nor our General Partner directly employ or compensate our named executive officers. All of our named executive officers are employed by CVR Services, and all of our named executive officers divide their time between working for us and working for CVR Energy and its other subsidiaries. The approximate weighted-average percentages of the amount of time that the named executive officers dedicated to the management of our business in 2022 were as follows: David L. Lamp (10%); Mark A. Pytosh (60%); Dane J. Neumann (18%); Melissa M. Buhrig (20%); and Jeffrey D. Conaway (20%). 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, 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: • CVR Services makes available to our General Partner the services of certain CVR Energy executive officers and employees, some of whom serve as executive officers of our General Partner; • We, our General Partner, and our operating subsidiaries, as the case may be, are obligated to reimburse CVR Services for any portion of the costs that CVR Services incurs in providing compensation and benefits to such CVR Energy executive officers and employees while they are providing services to us, as well as our allocated portion of performance-based performance plans and incentive and performance units issued by CVR Energy and its subsidiaries to those employees providing services to us under the Corporate MSA; and • We pay CVR Services a monthly fee for goods and services supplied under the Corporate MSA, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup. For more information on the Corporate MSA, see “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy.” Compensation Philosophy, Objectives and Processes Our Compensation Committee approves compensation only for Mr. Pytosh (other than 40% of his base salary and annual bonus and equity-based incentives attributable to his service for CVR Energy and its subsidiaries, which are set by the compensation committee of the board of directors of CVR Energy (the “CVI Compensation Committee”)). Although our Compensation Committee generally engages in discussions with the CVI Compensation Committee regarding compensation for our named executive officers and the performance of such named executive officers, it does not determine any part of the compensation of those named executive officers, other than Mr. Pytosh, and has no control over and does not establish or direct the compensation policies or practices of CVR Energy. Accordingly, while the compensation philosophies, objectives, and processes described below are generally applicable to both the Partnership and CVR Energy, the remainder of this Compensation Discussion and Analysis discusses CVR Partners’ compensation programs in which references to our named executive officers refer solely to Mr. Pytosh, except where otherwise indicated. In establishing named executive officer compensation, our Compensation Committee (and the CVI Compensation Committee) generally seeks to compensate named executive officers in a way that meaningfully aligns their interests with the interests of our unitholders, including: • Incentivizing important business priorities such as safety, reliability, environmental performance and earnings growth; • Aligning the named executive officers’ interests with those of our unitholders and stakeholders, including providing long-term economic benefits to the unitholders; • 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; and • 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 December 31, 2022 | 86 Table of Contents elements. 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. The Compensation Committee also generally considers, among other factors, the success and performance of the Partnership, the contributions of named executive officers to such success and performance, and the current economic conditions and industry environment in which the Partnership operates. From time to time, the Compensation Committee may utilize various tools in evaluating and establishing named executive officer compensation, including their own common sense, knowledge and experience, as well as some or all of the following: • Input from Board members or management. The Compensation Committee may from time to time ask that certain members of the Board and/or management provide information and recommendations relating to named executive officer compensation. Such information typically includes the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee. • Market data and peer comparisons. The Compensation Committee may utilize market data derived from the executive pay practices and levels of industry companies supplemented with broad-based compensation survey data, survey data from the fertilizer, energy, refining and chemical industries that influence the competitive market for executive talent and/or from companies comparable to the Partnership in terms of size and scale. • The analysis, judgment and expertise of an independent compensation consultant. The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation, although a compensation consultant was not engaged in 2022. Compensation Risk Assessment Our Compensation Committee periodically evaluates and considers risks of our compensation policies and practices and those of CVR Energy as generally applicable to employees, including our named executive officers. Our Compensation Committee believes that neither our policies and practices nor the policies and practices of CVR Energy encourage excessive or unnecessary risk-taking, and are not reasonably likely to have a material adverse effect on us. In reaching this conclusion, our Compensation Committee reviewed and discussed the design features, characteristics, and performance metrics of our compensation programs, approval mechanisms for compensation, and observed the following factors, among others, which the Compensation Committee believes reduces risks associated with our and CVR Energy’s compensation policies and practices: • Our compensation policies and practices are centrally designed and administered; • Our compensation is balanced among (i) fixed components like salary and benefits, (ii) variable incentives tied to a mix of financial and operational performance, and (iii) variable long-term incentives; • The Compensation Committee has discretion to adjust performance-based awards when appropriate based on our interests and the interests of our unitholders; and • Certain elements of our compensation contain claw-back provisions. Compensation Process for 2022 In setting named executive officer compensation for 2022, while the Compensation Committee considered the philosophies and objectives described above, it did not engage an independent compensation consultant or reference any reports from an independent compensation consultant. Instead, the Compensation Committee utilized their own knowledge, experience, and judgment in assessing reasonable compensation and ensuring compensation levels remain competitive in the marketplace, and considered input from management including the Executive Chairman. The Compensation Committee further considered the structure it utilized for 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. Pytosh. 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. December 31, 2022 | 87 Table of Contents 2022 Named Executive Officer Compensation - CVR Partners 2022 Target Compensation Mix. The 2022 target compensation mix for our CEO, Mr. Pytosh, was predominantly variable or “at risk” at 78.1%. (1) Comprised of the sum of our CEO’s 2022 base salary, target annual performance-based bonus, and long-term incentive phantom awards. Compensation Elements. 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. Base Salary. Base salaries are set at a level intended to enable CVR Partners to hire and retain executives and to enhance the executive’s motivation in a highly competitive and dynamic environment. Rather than establishing compensation solely on a formula-driven basis, decisions by our Compensation Committee are made using an approach that considers several important factors in developing compensation levels. In determining base salary levels, the Compensation Committee takes into account the following factors: (i) CVR Partners’ financial and operational performance for the year; (ii) the previous years’ compensation level for each executive; (iii) recommendations of the Executive Chairman based on individual responsibilities and performance, (iv) the directors’ own common sense, knowledge, experience, judgment and views of the skills necessary for long-term performance; (v) whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair; and (vi) each named executive officer’s commitment and ability to strategically meet business challenges, achieve financial results, promote legal and ethical compliance, lead their own business or business team for which they are responsible and diligently and effectively respond to immediate needs of the volatile industry and business environment. In February 2022, considering the factors set forth above, the Compensation Committee established 2022 base salary for Mr. Pytosh of $364,796 , making Mr. Pytosh’s total 2022 base salary, including time dedicated to CVR Energy, $607,993 . 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. 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. December 31, 2022 | 88 Table of Contents 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 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. These performance measures, including the threshold, target, and maximum performance goals for each such performance measure, were determined by the Compensation Committee based on its discussions with management including the Executive Chairman and the Directors’ knowledge and experience, and were selected with the goals of enforcing the Partnership’s Mission and Values, optimizing operations, maintaining financial stability, and providing a safe and environmentally responsible workplace intended to maximize CVR Partners’ overall performance resulting in increased unitholder value. The Partnership performance measures in the 2022 UAN Plan were substantially the same as the 2021 UAN Plan, and included the following: Environmental Health & Safety (“EH&S”) Measures (25%) Three measures evenly weighted (33-1/3% each): Total Recordable Incident Rate (TRIR), Process Safety Tier I Incident Rate (PSIR), and Environmental Events (EE): Percentage Change (over the prior year) Bonus Achievement Increase in Incident Rate or Incidents Zero 0% 50% of Target Percentage (Threshold) Decrease > 0% and < 3% Linear Interpolation between Threshold and Target Decrease of 3% Target Percentage Decrease > 3% and < 10% Linear Interpolation between Target and Maximum Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20 150% of Target (Maximum) Financial Measures (75%) Four measures evenly weighted (25% each): Reliability Bonus Achievement Greater than 8.0% Zero 8.00% 50% of Target Percentage (Threshold) 6.01% to 7.99% Linear Interpolation between Threshold and Target 6.00% Target Percentage 5.0% to 5.99% Linear Interpolation between Target and Maximum Less than 5.0% 150% of Target (Maximum) Equipment Utilization Bonus Achievement Less than 95% Zero 95% 50% of Target Percentage (Threshold) 95.01% to 99.99% Linear Interpolation between Threshold and Target 100% Target Percentage 100.01% to 104.99% Linear Interpolation between Target and Maximum Greater than 105% 150% of Target (Maximum) 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. December 31, 2022 | 89 Table of Contents Operating Expense Bonus Achievement Greater than 103.0% Zero 103% 50% of Target Percentage (Threshold) 100.1% to 102.99% Linear Interpolation between Threshold and Target 100% Target Percentage 95.0% to 99.99% Linear Interpolation between Target and Maximum Less than 95% 150% of Target (Maximum) ROCE (Ranking vs. Peer Group) Bonus Achievement First (highest) 150% of Target (Maximum) Second 125% of Target Percentage Third 112.5% of Target Percentage Fourth Target Percentage (100%) Fifth 75% of Target Percentage Sixth 50% of Target Percentage (Minimum) Seventh Zero 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.; LSB Industries, Inc.; Nutrien Ltd.; The Andersons, Inc.; Green Plains Partners LP; and Flotek Industries Inc. The 2022 UAN Plan includes a target bonus percentage for each participant, with possible payout between 0% and 150% of target based on achievement under the measures set forth in the 2022 UAN Plan. In setting Mr. Pytosh’s target bonus percentage for 2022, the Compensation Committee considered his bonus target for 2021, the total cash compensation to which Mr. Pytosh may be eligible in 2022, the expected ratio of salary to bonus and the Compensation Committee’s belief that a significant portion of its named executive officers’ compensation should be at risk based on individual and entity performance, and elected to keep his bonus target for 2022 the same as 2021, at 135% of base salary. 2022 Annual Performance-Based Bonus Results In February 2023, the Compensation Committee evaluated the metrics included in the 2022 UAN Plan. Pursuant to its evaluation of the performance of the Partnership under the 2022 UAN Plan, the Compensation Committee determined that the Partnership had achieved Adjusted EBITDA under the 2022 UAN Plan in excess of the Adjusted EBITDA Threshold, and December 31, 2022 | 90 Table of Contents thereafter determined that the Partnership’s achievement of the metrics under the 2022 UAN Plan resulted in payout of 97% of target, based on the following: Measure 2022 Actual Bonus Achievement EH&S: TRIR Decrease of 86% 150 % PSIR Decrease of 33% 150 % EE 4 events 150 % Overall EH&S 150 % Financial: Reliability 4.2% 150 % Equipment Utilization 96.0% 57 % Operating Expenses 117.0% 0 % ROCE Third 113 % Overall Financial 80 % As a result, in February 2023, the Compensation Committee approved payout to Mr. Pytosh under the 2022 UAN Plan of $478,000, approximately 97% of his respective target annual bonus based on his base salary for the Partnership. The CVI Compensation Committee also awarded a payout to Mr. 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. The Compensation Committee believes long-term incentive compensation is one of the most crucial elements of its compensation program. The amount of a long-term incentive award is made after consideration of various relevant factors including the named executives’ overall compensation package, the compensation philosophies and objectives described above, the Partnership’s interest in rewarding long-term performance of, and in retaining, its named executive officers and the ability to generate greater future value if the value of CVR Partners increases for all of its unitholders. CVR Partners established its long-term incentive plan in March 2011 (the “CVR Partners LTIP”) in connection with the completion of its initial public offering in April 2011. The Compensation Committee may elect to make grants of restricted units, options, phantom units or other equity-based awards under the CVR Partners LTIP in its discretion or may recommend grants to the Board for its approval, as determined by the Compensation Committee in its discretion. Effective December 2021, the Compensation Committee awarded Mr. Pytosh 8,774 phantom units of the Partnership, as part of his 2022 compensation, which phantom units vest ratably over three years, subject to the terms and conditions of the award agreement. Perquisites. The total value of all perquisites and personal benefits provided to each of its named executive officers in 2022 was less than $10,000. Benefits. During 2022, all of the named executive officers participated in the health and welfare benefit and retirement plans of CVR Energy. Other Forms of Compensation. Mr. 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. These severance provisions are described below in “Change-in-Control and Termination Payments.” 2022 Named Executive Officer Compensation - CVR Energy The objectives, considerations, and process utilized by the CVI Compensation Committee in general, as well as in setting 2022 compensation for named executive officers of CVR Energy, was virtually identical to the objectives, considerations, process, and structure used by the Compensation Committee. Related to 2022, the CVI Compensation Committee approved: December 31, 2022 | 91 Table of Contents • 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. • 2022 Base Salaries. Base salaries for Messrs. Lamp, Pytosh (as to 40% of his base salary), Neumann, and Conaway, and Ms. Buhrig, of $1,100,000; $243,197; $450,000; $293,626; and $598,934, respectively. • 2021 Performance-Based Bonus Plan Results . The 2021 performance-based bonus plan for CVR Energy (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 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.; PBF Energy Inc.; Delek US Holdings, Inc.; HollyFrontier Corp.; and Par Pacific Holdings, Inc. (collectively, the “2021 Peer Group”)). In February 2022, the CVI Compensation Committee approved payouts for Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. Buhrig under the 2021 CVI Plan of $1,710,000, $351,900, $250,400, $128,000, and $793,500, respectively. • 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, and Conaway and Ms. Buhrig of 72,533; 22,843; 23,210; 8,413; 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. Equity Ownership Requirements. CVR Partners has not established equity ownership requirements for its executive officers, and all long-term incentive or phantom awards, as applicable, are generally settled in cash. The Compensation Committee believes that cash-settled awards provide the executive officers with a more attractive compensation package and are less burdensome for the Partnership to administer than equity-settled awards. Additionally, equity-settled compensation in the form of Partnership common units or CVR Energy common stock would dilute the ownership interests of existing unit/stockholders. Hedging . We have a policy that prohibits our directors and named executive officers from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of CVR Partners securities by selling securities of CVR Partners “short,” and we recommend all employees follow this practice. We also strongly recommend that directors, named executive officers and employees, as well as persons residing in their households, not trade in exchange-traded or other third-party options, warrants, puts and calls or similar instruments on CVR Partners securities, hold securities of CVR Partners in margin accounts, or conduct “sales against the box” (i.e., selling of borrowed securities without ownership of sufficient shares to cover the sale). Recoupment of Compensation . In addition to any claw-back provisions applicable under the Dodd-Frank Wall Street Reform and Consumer Protection Act, NYSE listing standards or other applicable laws and regulations, our long-term incentive plan award agreements and performance-based bonus plan contain provisions providing for cancellation, forfeiture, rescission, repayment, recoupment or claw-back, as applicable, of certain compensation paid to our employees, including our named executive officers, under certain circumstances, including in the event of (i) a restatement of the financial results of CVR Partners that would reduce (or would have reduced) the amount of any previously awarded phantom units, (ii) a determination by the Board or the Compensation Committee that the grantee of an award has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Partnership or its subsidiaries the right to 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. December 31, 2022 | 92 Table of Contents 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. December 31, 2022 | 93 Table of Contents Compensation Committee Report The Compensation Committee of our General Partner has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Report. Compensation Committee Frank M. Muller, Jr. (Chair) David Willetts February 22, 2023 December 31, 2022 | 94 Table of Contents Summary Compensation Table The following table sets forth the compensation paid to the named executive officers during the years ended December 31, 2022, 2021, and 2020. All compensation paid to such named executive officers is reflected in the table, not only the portion of compensation attributable to services performed for our business. Name and Principal Position Year Salary (1) Bonus (2) Stock Awards (3) Non-Equity Incentive Plan Compensation (4) All Other Compensation (5) Total David L. Lamp, Executive Chairman 2022 $ 1,100,000 $ — $ 1,247,425 $ 1,947,100 $ 26,312 $ 4,320,837 2021 1,000,000 — 1,196,795 1,710,000 3,564 3,910,359 2020 1,000,000 — 2,144,005 — 20,801 3,164,806 Mark A. Pytosh, President and Chief Executive Officer 2022 $ 607,993 $ — $ 1,023,993 $ 851,500 $ 20,622 $ 2,504,108 2021 590,284 — 1,041,190 834,100 2,322 2,467,896 2020 567,582 21,000 1,772,104 535,700 19,511 2,915,897 Dane J. Neumann, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 2022 $ 450,000 $ — $ 453,609 $ 650,200 $ 18,740 $ 1,572,549 2021 286,961 — 382,965 250,400 440 920,766 Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary 2022 $ 598,934 $ — $ 543,574 $ 886,000 $ 19,110 $ 2,047,618 2021 570,413 — 545,738 793,500 810 1,910,461 2020 538,125 25,500 923,340 — 17,941 1,504,906 Jeffrey D. Conaway, Vice President, Chief Accounting Officer and Corporate Controller 2022 $ 293,626 $ — $ 133,057 $ 198,000 $ 18,611 $ 643,294 2021 238,849 — 138,815 128,000 279 505,943 (1) Amounts in this column for 2022 reflect: (a) for Mr. 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. 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. (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 (“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. (4) Amounts in this column reflect: (a) for 2022, amounts earned under the 2022 CVI Plan, and for Mr. 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 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 401(k) plan of $18,300 for each of Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. Buhrig; (b) a company contribution under the CVR Energy basic life insurance program of $6,858 for Mr. Lamp, $2,322 for Mr. Pytosh, $440 for Mr. Neumann, $810 for Ms. Buhrig, and $311 for Mr. Conaway; 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 basic life insurance program of $3,564 for Mr. Lamp, $2,322 for Mr. Pytosh, $440 for Mr. Neumann, $810 for Ms. Buhrig, and $279 for Mr. Conaway. Amounts in this column for 2020 include the following: (a) a company contribution under the CVR Energy 401(k) plan of $17,100 for each of Messrs. Lamp and Pytosh and Ms. Buhrig; and (b) a company contribution under the CVR Energy basic life insurance program of $3,701 for Mr. Lamp, $2,411 for Mr. Pytosh, and $841 for Ms. Buhrig. As described in more detail in the Compensation Discussion and Analysis, the named executive officers, including Mr. Pytosh, are employed by CVR Services and dedicated only a portion of their time to our business in 2022, with the remainder dedicated to the business of CVR Energy and its subsidiaries. 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, and Conaway, December 31, 2022 | 95 Table of Contents 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. Name Salary Bonus Stock Awards Non-Equity Incentive Compensation All Other Compensation David L. Lamp $ 110,000 $ — $ 124,742 $ 194,710 $ 2,631 Mark A. Pytosh 364,796 — 656,269 478,000 12,373 Dane J. Neumann 81,000 — 81,650 117,036 3,373 Melissa M. Buhrig 119,787 — 108,715 177,200 3,822 Jeffrey D. Conaway 58,725 — 26,611 39,600 3,722 Grants of Plan-Based Awards The following table sets forth information concerning amounts that could have been earned by our named executive officers under the 2022 UAN Plan and the 2022 CVI Plan, as well as granted in connection with the CVR Partners LTIP and the CVI LTIP, as applicable, during 2022: Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts under Equity Incentive Plan Awards (2) Name Bonus Plan / Award Type Grant Date Threshold (3) Target Maximum Number of Shares of Stock or Units Grant Date Fair Value David L. Lamp 2022 CVI Plan n/a $ 68,750 $ 1,650,000 $ 2,475,000 — — Incentive Units 12/14/22 — — — 41,888 $ 1,247,425 Mark A. Pytosh 2022 CVI Plan n/a $ 13,680 $ 328,316 $ 492,474 — — 2022 UAN Plan n/a 20,520 492,474 738,711 — — Incentive Units 12/14/22 — — — 12,348 $ 367,723 Phantom Units 12/14/22 — — — 6,001 656,269 Dane J. Neumann 2022 CVI Plan n/a $ 22,500 $ 540,000 $ 810,000 — — Incentive Units 12/14/22 15,232 $ 453,609 Melissa M. Buhrig 2022 CVI Plan n/a $ 29,947 $ 718,721 $ 1,078,081 — — Incentive Units 12/14/22 18,253 $ 543,574 Jeffrey D. Conaway 2022 CVI Plan n/a $ 7,341 $ 176,176 $ 264,263 — — Incentive Units 12/14/22 — — — 4,468 $ 133,057 (1) Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2022 UAN Plan (with respect to Mr. Pytosh) or under the 2022 CVI Plan (with respect to Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. Buhrig) in respect of 2022 performance with respect to each performance measure, excluding the impact of any individual discretionary performance adjustments. 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 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. (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. December 31, 2022 | 96 Table of Contents Employment Agreements Employment Agreements with CVR Partners. None of our named executive officers have an employment agreement with the Partnership, our General Partner or their subsidiaries. Employment Agreements with CVR Energy. None of our named executive officers have an employment agreement with CVR Energy or its subsidiaries other than Mr. Lamp. 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, 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. Lamp. Under the 2021 Employment Agreement, in addition to the ability to participate in such health, insurance, retirement and other employee benefit plans and programs of CVR Energy in effect from time to time on the same basis as other senior executives of CVR Energy, Mr. Lamp is also eligible to receive: • An annual base salary of $1,100,000; • A performance-based annual cash bonus with a target payment equal to 150% of his annual base salary, to be based upon individual and/or performance criteria as established by the CVI Compensation Committee; and • 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 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. Mr. Lamp is also eligible to receive an incentive payment of $10 million (the “Incentive Payment”) payable if either the conditions set forth in the 2021 Employment Agreement or the conditions set forth in a separate Performance Unit Award Agreement, as amended on December 22, 2021 (as amended, the “PU Award Agreement”), are fulfilled, as follows: Agreement Conditions Measurement Period 2021 Employment Agreement • a transaction is consummated that constitutes a Change-in-Control, (1) or • the Board approves a transaction which, if consummated, would constitute a Change-in-Control (1) and such transaction is consummated on or prior to December 31, 2025 Prior to December 31, 2024 PU Award Agreement The average closing price of CVR Energy’s common stock is equal to or greater than $60.00 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations and the like) 30-trading day period: January 6, 2025 - February 20, 2025 (1) Change-in-Control as defined in the 2021 Employment Agreement. Payment of the Incentive Payment under the 2021 Employment Agreement or the PU Award Agreement is conditioned upon Mr. Lamp remaining employed with CVR Energy through December 30, 2024 (unless terminated by CVR Energy without cause or by Mr. Lamp for good reason (as defined in the 2021 Employment Agreement) on or after the satisfaction of the foregoing conditions and prior to December 30, 2024). Mr. 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 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. December 31, 2022 | 97 Table of Contents Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning outstanding phantom unit awards granted in connection with the CVR Partners LTIP that were held by certain of the named executive officers, as well as outstanding incentive unit awards made by CVR Energy granted in connection with the CVI LTIP and for which the Partnership will share in the expense, both as of December 31, 2022. This table also includes information regarding outstanding incentive unit awards made by CVR Energy to Mr. Pytosh for which the Partnership does not share in the expense. All of the outstanding 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.” Equity Awards That Have Not Vested Name Award Type (1) Grant Date Number of Shares or Units Market Value of Shares or Units (2) David L. Lamp Incentive Units 12/9/20 44,722 (3) $ 1,834,944 Incentive Units 12/8/21 48,355 (3) 1,747,550 Incentive Units 12/14/22 41,888 (3) 1,312,770 Mark A. Pytosh Phantom Units 12/9/20 31,096 3,873,007 Incentive Units 12/9/20 13,536 555,382 Phantom Units 12/8/21 5,849 701,295 Incentive Units 12/8/21 15,228 550,340 Phantom Units 12/14/22 6,001 603,581 Incentive Units 12/14/22 12,348 386,986 Dane J. Neumann Incentive Units 12/9/20 4,502 (3) 184,717 Incentive Units 12/8/21 15,473 (3) 559,194 Incentive Units 12/14/22 15,232 (3) 477,371 Melissa M. Buhrig Incentive Units 12/9/20 19,260 (3) 790,238 Incentive Units 12/8/21 22,050 (3) 796,887 Incentive Units 12/14/22 18,253 (3) 572,049 Jeffrey D. Conaway Incentive Units 8/19/20 465 (3) 19,079 Incentive Units 12/9/20 2,444 (3) 100,277 Incentive Units 12/8/21 5,608 (3) 202,673 Incentive Units 12/14/22 4,468 (3) 140,027 (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. (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 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”)); (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. December 31, 2022 | 98 Table of Contents Equity Awards Vested During Fiscal Year 2022 This table sets forth information concerning phantom units awarded by us that vested during 2022, as well as incentive unit awards made by CVR Energy that vested during 2022, for which the Partnership shared in the expense. This table also includes incentive unit awards made by CVR Energy to Mr. Pytosh that vested during 2022 and for which the Partnership does not share in the expense. Equity Awards Name Award Type Number of Shares or Units Acquired on Vesting Value Realized on Vesting David L. Lamp Incentive Units 10,912 $ 472,599 (1) Incentive Units 44,723 1,883,286 (2) Incentive Units 24,178 899,905 (3) 79,813 $ 3,255,790 Mark A. Pytosh Incentive Units 3,206 $ 138,852 (1) Phantom Units 6,397 888,927 (4) (5) Incentive Units 13,536 570,001 (2) Phantom Units 31,096 4,321,100 (4) Incentive Units 7,615 283,430 (3) Phantom Units 2,925 392,857 (6) 64,775 $ 6,595,167 Dane J. Neumann Incentive Units 953 $ 41,274 (1) Incentive Units 4,502 189,579 (2) Incentive Units 7,737 287,971 (3) 13,192 $ 518,824 Melissa M. Buhrig Incentive Units 4,474 $ 193,769 (1) Incentive Units 19,260 811,039 (2) Incentive Units 11,025 410,351 (3) 34,759 $ 1,415,159 Jeffrey D. 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 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, Neumann, and Conaway and Ms. 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) $9.69 in accrued dividends. (3) For incentive units for Messrs. Lamp, Pytosh, Neumann, and Conaway and Ms. 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) $4.80 in accrued dividends. (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. December 31, 2022 | 99 Table of Contents Reimbursement of Expenses of Our General Partner Our General Partner and its affiliates are reimbursed for expenses incurred on our behalf under the Corporate MSA. See “Certain Relationships and Related Transactions, and Director Independence - Agreements with CVR Energy and its Subsidiaries.” These expenses include the costs of employee, officer and director compensation and benefits properly allocable to us, and all other expenses necessary or appropriate to the conduct of our business and allocable to us. These expenses also include costs incurred by CVR Energy or its affiliates in rendering corporate staff and support services to us pursuant to the Corporate MSA, including a pro-rata portion of the compensation of CVR Energy’s executive officers who provide management services to us based on the amount of time such executive officers devote to our business. For the year ended December 31, 2022, the total amount paid to our General Partner and its affiliates (including amounts paid to CVR Energy pursuant to the Corporate MSA) was approximately $17.2 million. Our partnership agreement provides that our General Partner determines which of its affiliates’ expenses are allocable to us and the Corporate MSA provides that CVR Energy invoice us monthly for services provided thereunder. Our General Partner may dispute the costs that CVR Energy charges us under the Corporate MSA, but we are not entitled to a refund of any disputed cost unless it is determined not to be a reasonable cost incurred by CVR Energy in connection with services it provided. Change-in-Control and Termination Payments 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: 2021 Employment Agreement . If Mr. Lamp’s employment is terminated, he is entitled to the following benefits as more fully described in the 2021 Employment Agreement: Reason for Employment Termination Accrued Amounts (1) Severance Payments (2) LTIP Payout (3) Incentive Payment (4) Death, Disability or Termination other than for cause not in connection with a change-in-control ü ü ü Resignation for good reason ü ü ü Resignation or Retirement ü Termination without cause in connection with a change-in-control (5) ü ü ü Resignation for good reason in connection with a change-in-control (5) ü ü ü (1) Includes base salary earned but unpaid through date of termination or resignation, earned but unpaid Annual Bonus for completed fiscal years, unused accrued paid time off, unreimbursed expenses, accrued and vested rights or benefits under any CVR Energy sponsored employee benefit plans. (2) Includes continuation of base salary for the lesser of (i) six months, and (ii) the remainder of the term, plus a pro-rata Annual Bonus for the fiscal year of termination based on individual achievement and/or performance criteria for such fiscal year, and/or in the case of termination due to disability, payments under CVR Energy’s disability plan(s). (3) Includes the value of full vesting of any unvested incentive units (and accumulated dividend equivalent rights) but only if such incentive units were granted more than one year prior to the date of termination of employment, calculated based on the 10-day average closing price of a share of CVR Energy. (4) $10 million. (5) Change-in-Control Related Termination (as defined in his 2021 Employment Agreement), occurring within the 120-day period prior to the change of control and payable within 30 days following the consummation of the change in control. For the avoidance of doubt, such benefits are conditioned upon the consummation of a change in control on or prior to December 31, 2025. December 31, 2022 | 100 Table of Contents As a condition to receiving these severance benefits, Mr. Lamp must execute, deliver and not revoke a general release of claims and abide by restrictive covenants relating to non-solicitation and non-competition during Mr. Lamp’s employment term, and thereafter during the period he receives severance payments or supplemental disability payments, as applicable, or for six months following the end of the term (if no severance or disability payments are payable), as well as a perpetual restrictive covenant relating to non-disclosure and non-disparagement and covenants relating to non-solicitation and noncompetition. If any payments or distributions due to Mr. Lamp under his 2021 Employment Agreement would be subject to the excise tax imposed under Section 4999 of the Code, then such payments or distributions will be “cut back” only if that reduction would be more beneficial to him on an after-tax basis than if there was no reduction. The meaning of all terms used, but not defined in this description of these benefits to which Mr. Lamp is entitled upon employment termination, are as defined in the 2021 Employment Agreement and are qualified thereby in the entirety. CVI Severance Plan. Messrs. 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) Severance Payments (2) Vesting Acceleration (3) Involuntary termination (other than for cause) in connection with a change-in-control (4) ü ü ü Resignation for good reason in connection with a change-in-control (4) ü ü ü (1) The sum of any base pay earned but unpaid through the date of termination, any unused accrued paid time off in accordance with the applicable paid time off policy, any unreimbursed expenses in accordance with the applicable expense reimbursement policy, and any accrued and vested rights or benefits under any CVR Energy sponsored employee benefits plans. (2) The sum of (a) twelve (12) months of base pay, and (b) the average of the annual bonuses actually paid during the three calendar years immediately preceding (or for such shorter period of time or 100% of target bonus, if applicable ). (3) Accelerated vesting as to 100% of the unvested incentive awards, calculated based on the 20-day average closing price of a share or common unit of CVR Energy or the Partnership, as applicable, 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. 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 December 31, 2022 | 101 Table of Contents 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. Name and Severance Benefit Death Disability Retirement Termination without Cause Resignation for Good Reason (1) (2) (1) (2) David L. Lamp 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 Mark A. Pytosh 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 Dane J. Neumann 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 Melissa M. Buhrig 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 Jeffrey D. Conaway 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. (2) Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control. (3) Accrued Amounts represents, as defined in the 2021 Employment Agreement, Mr. Lamp’s earned but unpaid Annual Bonus. (4) For Mr. 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 December 31, 2022 | 102 Table of Contents 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. (5) For Mr. 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. (6) For Mr. 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. (8) For Mr. Pytosh and Ms. 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, 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. (10) For Mr. 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. Pay Ratio 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. Lamp, our Executive Chairman, and Mr. 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, 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. We “annualized” the compensation of our full-time and part-time permanent employees as of December 31, 2022, to adjust for the portion of the year that the employee did not work, if applicable. We did not make any cost-of-living adjustments in identifying the “median employee.” (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. December 31, 2022 | 103 Table of Contents (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. Lamp’s and Mr. Pytosh’s service to the Partnership, of ten percent (10%) and sixty percent (60%), respectively, and as further described in the table immediately following our 2022 Summary Compensation Table. Based on this methodology, we estimate that the ratio of the annual total compensation of each of our PEOs to the median of the annual total compensation of all employees for 2022 was as follows: Annual total compensation of Median Employee (1) $133,196 Annual total compensation of Executive Chairman (2) (3) $431,968 CEO Pay Ratio (Executive Chairman) 3:1 Annual total compensation of President & CEO (2) $1,511,438 CEO Pay Ratio (President & CEO) 11:1 (1) Excludes our PEOs. (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. Compensation of Directors Directors of our General Partner who are not officers, employees, or directors of CVR Energy or its affiliates receive compensation for their services. This compensation is designed to attract and retain nationally recognized, highly qualified directors to lead the Partnership and to be demonstrably fair to both the Partnership and such directors, taking into consideration, among other things, the time commitments required for service on the Board and its committees. In November 2021, the Board considered these goals and the compensation paid to such directors for 2021, and upon recommendation of the Compensation Committee, elected to keep such compensation for 2022 the same as 2021. During 2022, independent directors received an annual director fee of $35,000. The Audit Committee chair received an additional fee of $15,000 per year, while independent directors serving on the Audit Committee received an additional fee of $7,500 per year. The Compensation Committee 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 committees thereof) of our General Partner and for other director-related education expenses. Each member of the Committee is eligible to receive an additional $1,500 per meeting for all meetings in excess of the following threshold: Board/Committee Meeting Threshold Per Year Board 6 Audit Committee 12 Compensation Committee 6 EH&S Committee 6 December 31, 2022 | 104 Table of Contents 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: Name Fees Earned or Paid in Cash (1) Unit Awards Total Compensation Donna R. Ecton $ 55,000 $ — $ 55,000 Frank M. Muller, Jr. 55,500 — 55,500 Peter K. Shea 50,500 — 50,500 (1) Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including the chair positions. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents information regarding beneficial ownership of our common units as of February 21, 2023 by: • our General Partner; • each of our General Partner’s directors; • each of our named executive officers; • each unitholder known by us to beneficially hold five percent or more of our outstanding units; and • all of our General Partner’s executive officers and directors as a group. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all common units beneficially owned, subject to community property laws where applicable. The business address for each of our beneficial owners is c/o CVR Partners, LP, 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479. Common Units Beneficially Owned Name of Beneficial Owner Number Percent CVR Services, LLC (1) 3,892,000 36.8 % Barclays Plc (2) 621,054 5.8 % CVR GP, LLC (3) — — Donna R. Ecton 1,250 * David L. Lamp — — Frank M. Muller, Jr. 3,512 * Mark A. Pytosh 30,593 * Peter K. Shea 59 * David Willetts — — Melissa M. Buhrig 2,200 * Jeffrey D. Conaway — — Dane J. Neumann — — All directors and executive officers of our General Partner as a group (9 persons) (4) 37,614 * * Less than 1% (1) CVR Services is an indirect wholly-owned subsidiary of CVR Energy, with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479. CVR Energy may be deemed to have direct beneficial ownership of the common units held by CVR Services by virtue of its control of CVR Services. The directors of CVR Energy are Jaffrey A. Firestone, Hunter C. Gary, David L. Lamp, Stephen Mongillo, James M. Strock and David Willetts. December 31, 2022 | 105 Table of Contents (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. (3) CVR GP, LLC, a wholly-owned subsidiary of CVR Services, is our General Partner and manages and operates CVR Partners and has a non-economic general partner interest with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479. (4) The number of common units owned by all of the directors and executive officers of our General Partner, as a group, reflects the sum of (i) the 30,593 common units owned by Mr. Pytosh, (ii) the 2,200 common units owned by Ms. Buhrig, (iii) the 1,250 common units owned by Ms. Ecton, (iv) the 3,512 common units owned by Mr. Muller, and (v) the 59 common units owned by Mr. Shea. Item 13. Certain Relationships and Related Transactions, and Director Independence CVR Services owns (i) 3,892,000 common units, representing approximately 37% of our outstanding units, and (ii) 100 % of our General Partner with its non-economic general partner interest (which does not entitle it to receive distributions). Agreements with CVR Services and Its Subsidiaries The General Partner and the Partnership and its subsidiaries are party to, or otherwise subject to certain agreements with CVR Services and its subsidiaries that govern the business relations among each party. The Partnership is party to the Limited Partnership Agreement, the Corporate Master Service Agreement, and the Omnibus Agreement. Our Coffeyville Facility is party to the Coffeyville Master Service Agreement, the Terminal and Operating Agreement, and the Environmental Agreement. Further, some of these agreements were not the result of arm’s-length negotiations and the terms of these agreements are not necessarily at least as favorable to the parties to these agreements as terms which could have been obtained from unaffiliated third parties. Refer to Part II, Item 8, Note 9 (“Related Party Transactions”) of this Report for additional information related to these agreements. Refer also to Part IV, Item 15 of this Report for the filed agreements. Agreements with IEP Insight Portfolio Group Insight Portfolio Group LLC (“ISG”) is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship by negotiating with a wide range of suppliers of goods, services, and tangible and intangible property at negotiated rates. For 2022, 2021, and 2020, the Partnership did not pay any fees to ISG. However, we indirectly received services from certain of CVR Energy’s negotiated agreements with third parties, certain of which were initiated through the ISG. On January 23, 2020, CVR Energy assigned its minority equity interest in ISG to a third party, terminated its agreement relating to ISG, and is no longer expected to transact with ISG. Conflicts of Interest 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. The directors and officers of our General Partner have fiduciary duties to manage our General Partner in a manner beneficial to CVR Services, its owner, and the stockholders of CVR Energy, its indirect parent. At the same time, our General Partner has a contractual duty under our partnership agreement to manage us in a manner that is in our best interests. Whenever a conflict arises between our General Partner, on the one hand, and CVR Services or any other public unitholder, on the other, our General Partner will resolve that conflict. Our partnership agreement contains provisions that replace default fiduciary duties with contractual corporate governance standards as set forth therein. Related Party Transaction Policy 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 December 31, 2022 | 106 Table of Contents 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. After appropriate review, the Board or the Conflicts Committee may approve or ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy and is on terms that, taken as a whole, are no less favorable to us than could be obtained in an arm’s-length transaction with an unrelated third-party, unless the Board or the Conflicts Committee otherwise determines that the transaction is not in our best interests. Related party transactions involving compensation will be approved by the Board in its entirety or by the Compensation Committee of the Board in lieu of the Conflicts Committee. On October 18, 2019, the Conflicts Committee of the Board and on October 22, 2019, the audit committee of CVR Energy, each agreed to authorize the exchange of certain parcels of property owned by a subsidiary of CVR Energy with an equal number of parcels owned by a subsidiary of CVR Partners, all located in Coffeyville, Kansas (the “Property Exchange”). On February 19, 2020, a subsidiary of CVR Energy and a subsidiary of CVR Partners executed the Property Exchange agreement effectuating the same. This Property Exchange will enable each such subsidiary to create a more usable, contiguous parcel of land near its own operating footprint. CVR Energy and the Partnership accounted for this transaction in accordance with the Topic 805-50 guidance on transferring assets between entities under common control. This transaction had a net impact to the Partnership’s partners’ capital of approximately $0.1 million. Director Independence 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 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. Directors, Executive Officers and Corporate Governance. Item 14. Principal Accounting Fees and Services Grant Thornton LLP (“Grant Thornton”) has served as the Partnership’s independent public registered accounting firm since August 2013. The Audit Committee has not selected the independent registered public accounting firm to conduct the audit of our books and records for the fiscal year ending December 31, 2023. The charter of the Audit Committee of the Board, which is available on our website at www.CVRPartners.com, requires the Audit Committee to pre-approve all audit services and non-audit services (other than de-minimis non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided by our independent registered public accounting firm. The Audit Committee has a pre-approval policy with respect to services that may be performed by the independent auditors. The Audit Committee pre-approved all fees incurred in fiscal year 2022. The following table represents fees billed and expected to be billed for professional services and other services in the following categories and amounts by Grant Thornton for the fiscal years ended December 31, 2022 and 2021: Year Ended December 31, (in thousands) 2022 2021 Audit fees (1) $ 711 $ 805 Audit-related fees — — Tax fees — — All other fees — — Total $ 711 $ 805 (1) Represents the aggregate fees for professional services rendered for the annual audit of the Partnership’s financial statements, the annual audit of the effectiveness of the Partnership’s internal control over financial reporting, comfort letters, consents, and consultations on financial accounting and reporting standards arising during the course of the audits and reviews. Also includes the review of the consolidated financial statements included in the Partnership’s quarterly reports on Form 10-Q. December 31, 2022 | 107 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements - See Part II, Item 8 of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules - All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “SEC”) are not required under the related instructions or are inapplicable and therefore have been omitted. (a)(3) Exhibits INDEX TO EXHIBITS Exhibit Number Exhibit Description 3.1** Third Amended and Restated Limited Liability Company Agreement of CVR GP, LLC, dated April 13, 2011 (incorporated by reference to Exhibit 3.4 of the Form 10-K filed on February 24, 2012). 3.2** Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No. 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). 4.2** Specimen certificate for the common units (incorporated by reference to Appendix A to the Prospectus contained within the Form S-1/A filed on March 17, 2011). 4.3** Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and between CVR Partners, LP and Coffeyville Resources, LLC (incorporated by reference to Exhibit 10.6 of the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)). 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). 4.5** Form of 6.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on June 23, 2021). 10.1** Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007 (Commission File No. 001-33492)). 10.1.1** Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed by CVR Energy, Inc. on March 28, 2008 (Commission File No. 001-33492)). 10.1.2** Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by CVR Energy, Inc. on August 14, 2008 (Commission File No. 001-33492)). 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. 001-33492)). 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). December 31, 2022 | 108 Table of Contents 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). 10.6.1**+ Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.17.5 of the Form 10-K filed on February 20, 2015). 10.6.2**+ Form of CVR Partners, LP Long-Term Incentive Plan Employee Phantom Unit Agreement (Executive) (incorporated by reference to Exhibit 10.15.2 of the Form 10-K filed on February 20, 2020). 10.6.3**+ 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). 10.6.4**+ 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. and David L. Lamp (incorporated by reference to Exhibit 10.22 to the Partnership’s Form 10-K filed on February 23, 2018 (Commission File No. 001-35120)). 10.8** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 of the Form 10-K filed on February 24, 2012). 10.9**+ CVR Energy, Inc. 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). 10.12** 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). 10.13** On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of July 31, 2020 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on August 4, 2020). 10.13.1** Amendment No. 1 to On-Site Product Supply Agreement among Coffeyville Resources Nitrogen Fertilizers, LLC and Messer LLC dated as of February 21, 2022 (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). 10.16**+ 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). December 31, 2022 | 109 Table of Contents 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). 10.19** 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). 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). 10.22**+ Employment Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. Lamp (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 27, 2021). 10.23**+ Amendment to Performance Unit Award Agreement, dated as of December 22, 2021, by and between CVR Energy, Inc. and David L. 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 23.1* Consent of Grant Thornton LLP. 31.1* Rule 13a-14(a) or 15(d)-14(a) Certification of Executive Chairman. 31.2* Rule 13a-14(a) or 15(d)-14(a) Certification of President and Chief Executive Officer. 31.3* Rule 13a-14(a) or 15(d)-14(a) Certification of Executive Vice President and Chief Financial Officer. 31.4* Rule 13a-14(a) or 15(d)-14(a) Certification of Chief Accounting Officer and Corporate Controller. 32.1† Section 1350 Certification of Executive Chairman, President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Chief Accounting Officer and Corporate Controller. 101* The following financial information for CVR Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (“Extensible Business Reporting Language”) includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income (Loss), (4) Consolidated Statement of Partners’ Capital, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. December 31, 2022 | 110 Table of Contents 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Previously filed. † Furnished herewith. + Denotes management contract or compensatory plan or arrangement. PLEASE NOTE : Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements referenced as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. 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. Item 16. Form 10-K Summary None. December 31, 2022 | 111 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CVR Partners, LP By: CVR GP, LLC, its general partner By: /s/ MARK A. PYTOSH Mark A. Pytosh President and Chief Executive Officer Date: February 22, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ DAVID L. LAMP Chairman of the Board of Directors, Executive Chairman (Principal Executive Officer) February 22, 2023 David L. Lamp /s/ MARK A. PYTOSH Director, President and Chief Executive Officer (Principal Executive Officer) February 22, 2023 Mark A. Pytosh /s/ DANE J. NEUMANN Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer) February 22, 2023 Dane J. Neumann /s/ JEFFREY D. CONAWAY Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 22, 2023 Jeffrey D. Conaway /s/ DONNA R. ECTON Director February 22, 2023 Donna R. Ecton /s/ FRANK M. MULLER, JR. Director February 22, 2023 Frank M. Muller, Jr. /s/ PETER K. SHEA Director February 22, 2023 Peter K. Shea /s/ DAVID WILLETTS Director February 22, 2023 David Willetts December 31, 2022 | 112