John Krutz
About John Krutz
John R. Krutz, age 50, was appointed Chief Accounting Officer and principal accounting officer of Calumet, Inc. effective May 21, 2025, bringing prior CFO, consulting, and Calumet finance leadership experience to the role . Calumet entered 2025 with corporate-level tailwinds and strategic milestones: 2024 revenue was approximately $4.2 billion with a three‑year cumulative TSR of ~67% and 2024 Adjusted EBITDA of $194.8 million; the Board also migrated executive incentives to a 2025 framework emphasizing Adjusted EBITDA and operational priorities, and PSUs tied to relative TSR, deleveraging, and strategic initiatives . Calumet converted from an MLP to a C‑Corporation on July 10, 2024, and Montana Renewables received an initial $782 million tranche under a DOE loan guarantee in early 2025, contextualizing the Company’s growth and financing agenda during Krutz’s appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calumet Specialty Products Partners, L.P. | Vice President – Finance (progressive leadership roles 2005–2018) | Nov 2005 – May 2018 | Finance leadership supporting Calumet’s predecessor operations |
| CliftonLarsonAllen (CLA) | Principal – Consulting and Accounting Solutions Team | May 2018 – Jan 2024 | Led consulting and accounting solutions engagements |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acculevel, Inc. | Chief Financial Officer | Jan 2024 – May 2025 | Senior financial leadership at a private company |
| CliftonLarsonAllen (CLA) | Principal – Consulting and Accounting Solutions Team | May 2018 – Jan 2024 | Practice leadership in consulting/accounting solutions |
Fixed Compensation
| Component | Details |
|---|---|
| Base salary (annual) | $335,000, effective May 21, 2025 |
| Target annual bonus | 50% of base salary; 2025 payout prorated for days employed in 2025; subject to individual and Company performance metrics |
| LTIP target | 40% of base salary (annual target award value under LTIP) |
| 2025 equity grant | 5,660 RSUs, time‑based, cliff vest on third anniversary of employment (expected May 21, 2028), subject to Board approval |
| Deferred compensation | Eligible to participate in Calumet, Inc. Executive Deferred Compensation Plan |
| Benefits | Eligible for Company health and welfare benefits and retirement plans available to similarly‑situated employees |
Performance Compensation
Annual Incentive (2025 design)
| Metric | Weighting | Payout Mechanics | Notes |
|---|---|---|---|
| Adjusted EBITDA | 60% | 0–200% of target based on threshold/target/max; subject to a threshold Free Cash Flow gate | Committee may apply a ±20% individual modifier to earned payout |
| Operational priorities | 40% | 0–100% of target based on objectives achieved; independent of financial attainment; subject to FCF gate | Safety, cost, reliability, strategic priorities; qualitative/quantitative objectives |
Long‑Term Incentives (Company 2025 program)
| Instrument | Weighting | Metric | Performance Period | Payout |
|---|---|---|---|---|
| PSUs | 50% | Relative TSR vs S&P SmallCap 600 | 1/1/2025–12/31/2027 | 0–150% of target; capped at 100% if Calumet TSR is negative |
| PSUs | 50% | Net deleveraging; strategic initiatives (each 33% within PSU mix) | 1/1/2025–12/31/2025; earned units service‑vest through 12/31/2027 | 0–150% of target; strategic initiatives assessed qualitatively with quarterly updates |
| RSUs | 50% (for NEO mix; Krutz specifically granted RSUs) | Time‑based | Cliff vest at 3 years | Promotes retention and ownership |
Notes:
- Krutz’s 2025 award is time‑based RSUs (5,660) vesting at 3 years; the broader 2025 LTI program includes PSUs and RSUs, but PSUs are not specified for Krutz’s initial grant .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership | Not listed among >5% holders, directors, or NEOs as of April 14, 2025 (proxy table); appointment occurred May 21, 2025 |
| Unvested RSUs | 5,660 RSUs granted for 2025, cliff vest on third anniversary of employment (expected vest date: May 21, 2028) |
| Hedging/pledging | Prohibited for directors and employees; no shorting, hedging, or pledging; trades only in pre‑cleared windows per Insider Trading Policy |
| Ownership guidelines | No formal executive stock ownership requirements; long‑term awards foster ownership |
| Share supply impact | RSU grant equals ~0.0065% of 86,621,470 shares outstanding, minimizing dilution/supply pressure prior to vesting |
| Trading windows | Trades require pre‑clearance; restricted to approved windows; insider trading prohibitions apply |
Employment Terms
| Term | Details |
|---|---|
| Offer letter | Dated April 19, 2025; sets compensation terms shown above |
| Start date | Appointed May 21, 2025 as Chief Accounting Officer and principal accounting officer |
| Contract type | Offer letter; Company reports no active employment agreements for executives as of Dec 31, 2024 (uses offer letters) |
| Severance/CIC | Company maintains a Change of Control Protection Plan with double‑trigger severance (qualifying termination within 3 months prior to or 12 months post‑CoC): CEO 1.5x salary+target bonus; other NEOs 1.0x; 12 months medical; $10k outplacement; accelerated vesting; Krutz’s CIC coverage not specifically disclosed |
| Clawback | Nasdaq Rule 10D‑1 compliant clawback: recover excess incentive‑based compensation upon required restatement (applies to covered executives) |
| Deferred comp plan | Executive Deferred Compensation Plan provides RSU‑denominated deferrals/matches, dividend equivalents, defined distribution rules |
| Non‑compete / non‑solicit | Not disclosed in 8‑K or proxy for Krutz; Company generally uses offer letters without post‑termination covenants |
| Perquisites/retirement | Health and welfare benefits; 401(k) with up to 5% employer match; executive physical; occasional spousal/family travel (none paid in 2024) |
Compensation Structure Analysis
- 2024 annual bonuses were paid despite missing the minimum Adjusted EBITDA threshold ($194.8M actual vs $230.0M minimum), driven by strategic achievements (C‑Corp conversion, DOE loan progress, safety and operational improvements), indicating Compensation Committee discretion in extraordinary contexts .
- For 2025, incentive design shifts to balanced performance: 60% Adjusted EBITDA with an FCF gate and 40% operational priorities, plus PSUs on relative TSR, deleveraging, and strategic initiatives; RSUs cliff‑vest at 3 years to promote retention .
Governance, Benchmarking, and Shareholder Feedback
- Compensation peer group established for 2025 (21 companies across refining, specialty/commodity chemicals, renewables) to align pay to market and strategy .
- Say‑on‑pay in 2025 passed with strong support: 40,897,636 For vs 851,240 Against; frequency vote favored annual (41,196,941 For one‑year) .
Investment Implications
- Alignment and retention: Krutz’s 3‑year cliff RSU grant defers potential share supply until 2028 and supports retention; hedging/pledging prohibitions and trading windows mitigate near‑term insider selling pressure .
- Pay‑for‑performance: His bonus and future equity participation sit under a rigorous 2025 framework with FCF gating and diversified metrics (EBITDA, operational, TSR, deleveraging, strategic initiatives), aligning incentives with deleveraging and execution milestones investors track .
- Contract and severance: Company uses offer letters and a double‑trigger CIC plan for designated executives; while Krutz’s CIC eligibility isn’t disclosed, the firm’s clawback and insider trading policies strengthen governance and reduce headline risk .
- Context: Corporate conversion and DOE‑backed growth plan frame execution risk and value‑creation potential; strong 2025 say‑on‑pay support indicates investor alignment with the updated compensation design .