C. Douglas Johnson
CVR ENERGYAbout C. Douglas Johnson
C. Douglas Johnson is Executive Vice President and Chief Commercial Officer of CVR Energy (CVI), serving since March 2021. He has over thirty years in refining and petrochemicals across crude/feedstock, product and process optimization, commercial activities, marketing, logistics, and capital utilization; he holds a B.S. in Management Science (statistics concentration) from Wright State University and is age 60 in the 2025 proxy . Prior roles include vice president, Asia at Andeavor (Tesoro) and Marathon Petroleum during 2018–2019, and senior commercial/marketing roles at Western Refining (including president of Western Refining Logistics GP), ConocoPhillips, Tosco, and BP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marathon Petroleum | Vice President, Asia | Oct 2018 – Sep 2019 | Led commercial activities across Asia including marketing and logistics . |
| Andeavor (Tesoro) | Vice President, Asia | Jan 2018 – acquisition by Marathon in 2018 | Commercial leadership across crude/feedstock and capital utilization . |
| Western Refining / Western Refining Logistics GP | President of the GP; SVP Supply & Trading; various commercial roles | 2004 – Jun 2017 | Supply & trading and logistics leadership in midstream/marketing . |
| ConocoPhillips; Tosco; BP | Commercial and marketing roles | Not disclosed | Various roles in crude, product optimization, and commercial activities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in CVI filings | — | — | CVI proxy executive officer bios do not list current external public company directorships for Johnson . |
Fixed Compensation
| Metric | 2021 |
|---|---|
| Salary | $335,096 |
| All Other Compensation | $101,340 |
| Total Cash (Salary + All Other) | $436,436 |
Performance Compensation
Annual Performance-Based Bonus (CVI Plan) – 2021
| Metric | Weight | Target / Scale | Actual Achievement | Payout Achievement | Weighted % Achievement |
|---|---|---|---|---|---|
| EH&S – TRIR | 8.33% | Threshold to Max scale (0% to 150%) | 0.8 | 150% | 12.50% |
| EH&S – PSIR | 8.33% | Threshold to Max scale | 0.1 | 150% | 12.50% |
| EH&S – Environmental Events (EE) | 8.33% | Prior-year baseline to Max | 44% decrease | 150% | 12.50% |
| Financial – Reliability | 18.75% | >8% to <5% scale | 3.0% | 150% | 28.13% |
| Financial – Equipment Utilization | 18.75% | <95% to >105% scale | 101.2% | 112% | 21.00% |
| Financial – Operating Expenses | 18.75% | >103% to <95% scale | 110.7% | 27% | 5.06% |
| Financial – ROCE (Peer Rank) | 18.75% | Seventh to First rank scale | 12% (Third) | 119% | 22.31% |
| Total | 100% | — | — | 114% | 114% |
| Payout Detail | 2021 |
|---|---|
| Johnson Non-Equity Incentive (Bonus) Paid | $447,200 |
| Plan Structure Notes | Four financial measures (Reliability, Equipment Utilization, Operating Expenses, ROCE) evenly weighted; EH&S measures at 8.33% each; Adjusted EBITDA threshold gating payout . |
Long-Term Incentive Awards (CVI LTIP)
| Grant Date | Award Type | Units | Grant-Date Fair Value | Vesting | Settlement |
|---|---|---|---|---|---|
| May 19, 2021 | Incentive Units | 11,097 | $241,471 | One-third annually each December following grant, per CVI LTIP terms | Cash-settled based on 10-day average closing price preceding vest date . |
| Dec 8, 2021 | Incentive Units | 24,661 | $406,907 | One-third annually each December following grant, per CVI LTIP terms | Cash-settled based on 10-day average closing price preceding vest date . |
Notes: CVI long-term incentive awards are generally cash-settled; the Compensation Committee emphasizes alignment and retention while limiting equity dilution .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial Ownership (2021 Record Date) | — (not listed with share count; less than 1%) . |
| Beneficial Ownership (2022 Record Date) | — (not listed with share count; less than 1%) . |
| Ownership Requirements | CVR Energy has not established equity ownership requirements for executive officers; LTIP awards are generally settled in cash . |
| Hedging/Pledging | Policy prohibits hedging and pledging of CVI securities by directors and named executive officers; discourages margin accounts and third-party derivatives . |
| Clawbacks | Company maintains a clawback policy; clawback language also in LTIP and bonus plans . |
Employment Terms
| Scenario | Cash Severance | Notes |
|---|---|---|
| Termination without cause or resignation for good reason (per CIC & Severance Plan) | $951,581 (hypothetical as of 12/31/2021) | For Johnson and Neumann, defined as Accrued Amounts plus a lump sum of 12 months’ base pay plus 100% of current target bonus based on time served as a named executive officer . |
| Change-in-Control Treatment | Double-trigger vesting of awards upon change-in-control | Awards accelerate only upon qualifying termination related to change-in-control, per plan documents . |
Additional Notes: Broader 2024–2025 proxy disclosures enumerate accelerated vesting and severance terms for certain named executive officers under award agreements and the CVI Severance Plan; Johnson’s 2021 severance details are provided via the 2022 proxy’s hypothetical table and CIC & Severance Plan description .
Compensation Structure Notes (Program Context)
- Target bonus percentages set by Compensation Committee for named executive officers (e.g., in 2024: 150% CEO, 135% Corporate Services EVP, 120% CFO/COO/GC); Johnson’s 2021 plan entries explicitly list Threshold $21,250, Target $510,000, Maximum $765,000 under the CVI Plan .
- Annual bonus gating via Adjusted EBITDA threshold with multi-metric EH&S and Financial scorecards; Committee may exercise discretion to adjust targets/payouts for extraordinary events in 2023–2024 plan documents .
Performance & Track Record Indicators (Plan-Based)
- ROCE is ranked versus a defined refining/fertilizer peer group in bonus calculations; peer lists include Delek, Marathon, HF Sinclair/HollyFrontier, Par Pacific, PBF, Valero (refining) and CF Industries, LSB Industries, Flotek, Nutrien, Green Plains Partners, The Andersons (fertilizer) .
- 2021 corporate plan certified at 114% payout; 2024 corporate plan certified at 111% payout (Johnson’s specific 2024 payout not disclosed as he was not a named executive officer) .
Investment Implications
- Alignment: Cash-settled LTIP and absence of executive stock ownership requirements mean low direct equity exposure; however, hedging/pledging prohibitions and clawbacks mitigate misalignment and risk-taking incentives .
- Incentive design: Annual pay is materially at-risk and tied to EH&S and operational/financial KPIs (Reliability, Utilization, Opex, ROCE) with Adjusted EBITDA gating, supporting pay-for-performance; committee discretion exists to adjust for extraordinary events .
- Retention/Severance: CIC & Severance Plan provides 12 months’ base plus target bonus and accrued amounts for qualifying terminations, reducing voluntary departure risk but increasing change-in-control costs; awards accelerate only on double-trigger, moderating windfall risk .
- Trading pressure: Cash settlement of LTIP reduces forced selling pressure and minimizes dilution; no evidence of pledged shares; beneficial ownership disclosures from 2021–2022 list Johnson without common shares, consistent with cash-settled awards .