CVR ENERGY INC (CVI)
Sector: Energy
2026 Annual Meeting Analysis
CVR ENERGY INC · Meeting: June 4, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect Ten Director Nominees
Joined the board in March 2025 — well within the 24-month new-director exemption — so the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Joined the board in March 2024 — within the 24-month new-director exemption; no overboarding, attendance, or independence concerns identified, though he chairs the Compensation Committee as a non-independent director, which is permissible under the controlled-company exemption.
CVI's 3-year price return of +30.9% is in the strong-positive tier (>+20%), requiring a gap of 65pp vs. the XLE benchmark to trigger a no vote; the actual gap is only -11.9pp, far below the threshold, so no TSR trigger fires; no overboarding or attendance issues identified.
Joined the board in August 2025 — well within the 24-month new-director exemption — so the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Joined the board in March 2025 — within the 24-month new-director exemption; no overboarding, attendance, or independence concerns identified.
Long-tenured director and former CEO with deep refining industry expertise; CVI's 3-year return of +30.9% vs. XLE benchmark shows only a -11.9pp gap, well below the 65pp threshold required to trigger a no vote in the strong-positive TSR tier; no overboarding or attendance issues identified.
Independent director and Audit Committee chair with confirmed financial expertise; the TSR gap of -11.9pp vs. XLE falls well below the 65pp threshold needed to trigger a no vote in the strong-positive TSR tier; no overboarding or attendance concerns identified.
Joined the board in January 2026 — well within the 24-month new-director exemption — so the TSR trigger does not apply; serves as President and CEO with extensive refining and fertilizer industry experience; no overboarding or attendance concerns identified.
Joined the board in March 2024 — within the 24-month new-director exemption; independent director and EH&S Committee chair with over 40 years of refining industry experience; no overboarding or attendance concerns identified.
Joined the board in May 2024 — within the 24-month new-director exemption; independent director serving on Audit and Governance committees with relevant energy and finance industry experience; no overboarding or attendance concerns identified.
All ten nominees receive a FOR vote. CVI's 3-year price return of +30.9% places the company in the strong-positive TSR tier, where the XLE benchmark gap would need to exceed 65 percentage points to trigger a no vote — the actual gap is only -11.9pp. Seven of the ten nominees joined within the past 24 months and are exempt from the TSR trigger in any case. The three longer-tenured directors (Firestone, Lamp, Mongillo) also pass the TSR screen. No overboarding, attendance, independence, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
Mark A. Pytosh
Total Comp
$3,176,693
Prior Support
overwhelming%
The CEO (Mark A. Pytosh, who assumed the role on January 1, 2026) had total 2025 compensation of $3,176,693 in his prior role as Executive Vice President, which is reasonable for a senior executive at a $3.1B energy company and does not appear to exceed benchmark thresholds. The compensation structure is predominantly variable and performance-linked — the company states 75% of target CEO pay and 73% of other named executive officer pay is at-risk, comfortably above the 50-60% policy minimum for variable compensation. The company maintains a meaningful clawback policy meeting Dodd-Frank requirements, annual performance bonuses are tied to objective financial and safety metrics with measurable targets, and the prior Say on Pay vote received overwhelming shareholder support. CVI's 1-year return of +71.1% and 5-year return of +157.8% indicate strong alignment between executive pay and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
13 yrs
Audit Fees
$2,313,701
Non-Audit Fees
$27,518
Grant Thornton's non-audit fees of $27,518 represent approximately 1.2% of audit fees of $2,313,701, far below the 50% threshold that would raise independence concerns. Tenure of approximately 13 years (since August 2013) is well below the 25-year threshold. No material financial restatements were disclosed. Grant Thornton is a large national firm appropriate for a $3.1B market cap company.
Overall Assessment
The 2026 CVR Energy annual meeting presents a three-proposal ballot covering director elections, advisory approval of executive compensation, and auditor ratification. All proposals receive a FOR vote: the director slate passes TSR, overboarding, and qualifications screens; executive compensation is predominantly performance-linked with a strong pay-for-performance track record; and Grant Thornton's fee structure and tenure raise no independence concerns.