Colin Kwak

About Colin Kwak

Colin Kwak (age 49) joined CVR Energy’s Board in March 2025 and serves as a non-management director affiliated with Icahn Enterprises; he is not classified as independent under NYSE rules given his IEP employment . He is a member of the Compensation Committee and the Nominating & Corporate Governance Committee; his background includes Head Trader at Icahn Capital LP since 2022 and prior trading leadership roles at Gruss Capital (2000–2018), with a B.A. from the University of North Carolina Wilmington and a J.D. from the University of Miami School of Law .

Past Roles

External Roles

Board Governance

• Independence status: Kwak is one of three non-management directors employed by IEP or affiliates and is not independent; the Board has four independent directors (Firestone, Mongillo, Smith, Voliva) and operates as a “controlled company” exempt from certain NYSE independence requirements because Carl Icahn indirectly controls ~69.8% of CVI .
• Committee assignments: Compensation Committee member (with Dustin DeMaria, Chair; Jay Firestone independent); Governance Committee member (chaired by Julia Heidenreich Voliva, independent; member Stephen Mongillo, independent) .
• Audit Committee independence: Audit Committee is fully independent (Mongillo—chair/audit committee financial expert, Firestone, Voliva) per Sarbanes-Oxley and NYSE rules .
• Board activity/engagement baseline: In 2024 the Board met six times with nine written consents; each director serving during 2024 attended at least 75% of Board/committee meetings (Kwak joined in 2025, so 2024 attendance is not applicable to him). Independent directors held nine executive sessions in 2024, presided over by Stephen Mongillo .
• Controlled company governance: CVI relies on controlled company exemptions from majority independence and from fully independent compensation/governance committees; nonetheless, those committees exist and are not solely independent .

Committee assignments detail

Fixed Compensation

• Kwak is an IEP-affiliated director and does not meet the definition of “Non-Employee Director” (which excludes officers/employees of CVI or its affiliates, including IEP); accordingly, he is not listed in the 2024 Director Compensation table and no CVI director fees are disclosed for him .
• For context, CVI’s Non-Employee Director program (unchanged since 2018) is as follows (applies only to directors not employed by CVI or its affiliates, including IEP) :

Performance Compensation

• Outstanding director equity awards: None of CVI’s directors held outstanding equity awards as of December 31, 2024 (pre-dating Kwak’s Board service), and the proxy seeks stockholder approval to expand the LTIP including director eligibility with governance safeguards (minimum vesting, no options repricing, clawbacks) .

Other Directorships & Interlocks

• Compensation Committee interlocks: The Compensation Committee includes IEP-affiliated members (DeMaria and Kwak) alongside one independent director (Firestone); CVI discloses no Item 404 related-party relationships for committee members and no compensation interlocks with other companies’ boards/committees in 2024 .
• Controlled company context: IEP controls CVI; the proxy outlines robust related-party review policies, independent Audit oversight of conflicts with CVR Partners, and extensive disclosure of affiliate arrangements (Enable JV, CVR Partners MSAs, Midway sale/transport agreement, 45Q JV), which the Audit Committee reviews under the Related Party Transaction Policy .

Expertise & Qualifications

• Skills matrix identifies Kwak’s core competencies in Finance & Accounting and Legal/Regulatory/Compliance; his biography emphasizes ~25 years in trading and accounting practices .
• Education: B.A. (UNC Wilmington) and J.D. (University of Miami School of Law) .

Equity Ownership

• Beneficial ownership: The proxy’s beneficial ownership table lists no share holdings for Kwak as of April 8, 2025 (record date); Carl Icahn beneficially owns ~70.21M shares (~69.8%) and BlackRock ~5.37M (~5.3%) .
• Hedging/pledging: CVI policy prohibits directors and named executive officers from engaging in hedging transactions (including short sales) in CVI securities; it strongly recommends avoiding margin accounts and options/warrants on CVI securities .

Governance Assessment

• Potential conflicts/red flags:
  • Controlled company status with IEP-affiliated directors (including Kwak) on the Compensation Committee can reduce the degree of independent oversight over executive and director pay decisions, a governance sensitivity for minority shareholders .
  • Lack of disclosed personal share ownership for Kwak as of record date limits direct alignment through “skin in the game” at CVI; however, directors are covered by hedging prohibitions which discourage misaligned risk-taking .
• Mitigating factors:
  • Audit Committee is fully independent and led by a designated financial expert; Board separates Chair and CEO roles; independent directors hold regular executive sessions; CVI maintains formal related-party and conflict review processes .
  • Stockholders overwhelmingly approved 2023 executive compensation on an advisory basis, and CVI ties pay to quantitative operational/financial metrics with clawbacks; while this relates to executives, it signals Board oversight rigor across compensation programs .

Implications for investors: Kwak’s IEP affiliation reinforces Icahn control and influence in compensation/governance decisions; minority holders should weigh the controlled company structure and committee composition against CVI’s independent audit oversight, formal conflict policies, and broader governance practices .