David Lunin
About David Lunin
Executive Vice President and Chief Financial Officer of Calumet since January 2024; joined in September 2023 as CFO Designate. Age 44, with prior tenure as Managing Director at Goldman Sachs (2010–2023); earlier roles at Cornerstone Research and LECG. Degrees: BBA (George Washington University), MA in Applied Economics (Johns Hopkins), MBA (Columbia Business School) . Company performance context during his tenure: 2024 revenue approximately $4.2 billion, stock up ~23% in 2024 with a three‑year cumulative TSR ~67%, and 2024 Adjusted EBITDA $194.8 million, which underpinned compensation design and outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs & Co. LLC | Managing Director | 2010–2023 | Capital markets, corporate finance leadership supporting complex financing and strategic initiatives |
| Cornerstone Research | Research Associate | Prior to 2010 | Analytical rigor in economics and litigation support |
| LECG, LLC | Associate | Prior to 2010 | Economic analysis and consulting foundation |
External Roles
No public company directorships or external governance roles disclosed for Mr. Lunin .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $475,000 | $481,032 |
| Target Annual Cash Bonus (% of salary) | 100% | 100% |
| Minimum / Stretch Bonus (% of salary) | 50% / 150% | 50% / 150% |
| Actual Cash Bonus Paid ($) | — | $239,762 |
| All Other Compensation ($) | — | $136,854 (401k $17,250; HSA $1,000; relocation $110,096 incl. $44,093 tax gross‑up; insurance $2,289; deferred comp match $7,992) |
Performance Compensation
Annual Incentive Plan – 2024 Outcomes
| Metric | Minimum | Target | Stretch | Actual | Payout Decision |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $230.0 | $345.0 | $460.0 | $194.8 | Committee awarded bonuses based on strategic achievements despite below‑threshold EBITDA; Mr. Lunin received $239,762 |
Annual Incentive Framework – 2025 Design
| Metric | Weighting | Mechanics |
|---|---|---|
| Adjusted EBITDA | 60% | 0–200% of target based on threshold/target/maximum; subject to FCF threshold |
| Operational Priorities (safety, cost, reliability, strategic) | 40% | 0–100% of target based on objectives; subject to FCF threshold |
| Individual Performance Multiplier | +/-20% | Committee discretion based on contributions |
Long‑Term Incentives
| Vehicle | Weighting | Metrics / Terms | Vesting |
|---|---|---|---|
| PSUs | 50% | Relative TSR vs S&P SmallCap 600 (33%); Net Deleveraging (33%); Strategic Initiatives (33%); 0–150% payout; TSR capped at 100% if absolute TSR negative | 3‑year performance for TSR; 1‑year for deleveraging/strategic with service vest to 12/31/2027 |
| RSUs | 50% | Time‑based retention | Cliff vest on 3rd anniversary of grant |
| 2024 LTI Awards | — | No annual LTI earned due to below‑threshold EBITDA; however, company granted 2025 LTIP awards at target for eligible employees; and a management RSU grant to Mr. Lunin in 2024 | |
| 2024 Management RSU Grant | — | 22,478 RSUs, grant date 2/21/2024; grant‑date fair value $384,823 | Vests on 2/21/2027 |
RSU Vesting Schedule (Outstanding as of 12/31/2024)
| Vesting Date | Shares |
|---|---|
| September 11, 2026 | 20,000 |
| February 21, 2027 | 22,478 |
| Total Unvested (12/31/2024) | 42,478; market value $935,366 at $22.02/share |
Equity Ownership & Alignment
| As of | Common Shares Beneficially Owned | Vested RSUs | Unvested RSUs | Total (Shares + RSUs) | Ownership % | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|---|---|
| 12/31/2024 | — | — | 42,478; MV $935,366 | — | — | Hedging and pledging prohibited by Insider Trading Policy | No executive ownership requirements adopted; equity encouraged via LTIP |
| 4/14/2025 | 2,500 | 1,890 | 93,331 | 97,721 | <1% | Hedging and pledging prohibited | No formal guidelines |
Notes:
- Insider Trading Policy requires pre‑clearance and trading windows; prohibits shorting, hedging, and pledging .
- Security ownership table excludes some RSUs from “beneficially owned” unless vesting within 60 days; detailed breakdown provided for executives .
Employment Terms
| Item | Detail |
|---|---|
| Role & Tenure | EVP — CFO effective January 2024; joined September 2023 as CFO Designate |
| Principal Accounting Officer | No longer PAO effective May 21, 2025; remains EVP, CFO |
| Employment Agreement | None; company uses offer letters; no severance/change‑in‑control in offer letters |
| Change‑of‑Control Protection Plan | Double‑trigger; severance upon qualifying termination within 3 months before or 12 months after a change of control |
| Severance Multiple | 1.0x (salary + target bonus) for non‑CEO NEOs |
| Cash Severance Illustration | $962,064 (based on $481,032 salary and 100% target bonus) |
| Benefits | 12 months medical/dental/vision ($16,419), up to $10,000 outplacement |
| Equity Acceleration | Accelerated vesting of all unvested time and performance awards; performance awards vest at greater of target or actual through termination date |
| Clawback | Compliant with Nasdaq Rule 5608/SEC Rule 10D‑1; recovers excess incentive compensation after required restatements |
| Non‑Compete/Non‑Solicit | Not disclosed in proxy |
Performance & Track Record
- 2024 strategic achievements used to support discretionary bonuses despite EBITDA shortfall: C‑Corp conversion, DOE Loan tranche funding (LGA for $1.44B), operational/safety milestones, cost reductions .
- Pay‑versus‑performance context: 2024 Adjusted EBITDA $194.8mm, cumulative TSR value $166.82 on $100 initial investment; peer TSR $90.69; net loss $(222.0)mm in 2024, reflecting commodity margin compression .
- Stock performance summary: ~23% share price increase in 2024 and ~67% three‑year cumulative TSR .
Risk Indicators & Red Flags
- Restatement/non‑reliance 8‑K filed November 7, 2025; CFO signature; management and Audit Committee engaged with auditor (Grant Thornton) to correct misclassification errors, with amended 10‑Qs to be filed .
- Prior auditor change and 2023 ICFR adverse opinion related to a material weakness (redeemable noncontrolling interest); Grant Thornton engaged March 1, 2024; no “disagreements” disclosed with former auditor .
- Hedging/pledging prohibited; formal clawback adopted, which mitigates misalignment risk .
Compensation Structure Analysis
- Base salary modestly increased from $475,000 to $481,032 in 2024; reflects market alignment .
- Discretionary bonus paid ($239,762) despite EBITDA miss; Committee cited significant strategic achievements, signaling emphasis on multi‑factor performance beyond commodity cycles .
- Transition to PSU/RSU mix in 2025 (50/50) with TSR and deleveraging metrics strengthens shareholder alignment versus prior Adjusted EBITDA‑centric design .
Compensation Peer Group (2025 program calibration)
Peer group of 21 companies spanning refining, commodity and specialty chemicals; examples include Ashland, Avient, Cabot, CVR Energy, Delek US, Darling Ingredients, H.B. Fuller, Huntsman, Ingevity, Innospec, Koppers, Kronos Worldwide, Minerals Technologies, NewMarket, Olin, Par Pacific, Quaker Chemical, Stepan, The Chemours Company, Tronox .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote to approve executive compensation proposed for 2025; Board recommends FOR .
- Frequency advisory vote proposed; Board recommends ONE YEAR cadence .
Expertise & Qualifications
- Finance and capital markets leadership (Goldman Sachs MD); analytical background (Cornerstone Research, LECG); advanced degrees in business and economics .
Equity Vesting and Insider Selling Pressure Outlook
- Near‑term vesting for Mr. Lunin begins September 11, 2026 (20,000 RSUs) and February 21, 2027 (22,478 RSUs), suggesting limited forced selling pressure in the next year; 2025 LTIP awards increase unvested RSU overhang as of April 14, 2025 to 93,331 units .
- Insider trading restricted to windows with pre‑clearance; hedging and pledging disallowed .
Investment Implications
- Alignment: 2025 incentive redesign adds relative TSR and deleveraging PSUs plus three‑year RSU cliffs, improving long‑term shareholder alignment; clawback and anti‑hedging/pledging policies reduce governance risk .
- Retention risk: CIC double‑trigger severance (1.0x salary+bonus) is moderate; substantial unvested RSUs (93,331 as of 4/14/2025) and three‑year cliffs support retention .
- Execution signal: 2024 bonuses paid despite EBITDA miss reflect Committee weighting of strategic milestones (C‑Corp conversion, DOE loan) over commodity cycle outcomes—watch EBITDA, FCF thresholds and PSU achievements in 2025 for performance‑pay integrity .
- Governance/controls: Non‑reliance and restatement activity merits monitoring of ICFR remediation and audit quality; mitigated by clawback policy and active Audit Committee oversight with Grant Thornton .