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Dane J. Neumann

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary at CVR ENERGYCVR ENERGY
Executive

About Dane J. Neumann

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of CVR Energy since October 6, 2021; previously Interim CFO (Aug–Oct 2021), VP – Finance & Treasurer (Jun 2020–Oct 2021), and earlier roles in FP&A and projects since 2018 . Age 41 (2025 proxy); B.S. in Finance and Political Science and an MBA from the University of Minnesota; Certified Public Accountant . Nearly 15 years’ refining and petrochemicals experience across finance, accounting, business development, planning and analytics, with prior roles at Andeavor (Tesoro), Western Refining (WNR), and Northern Tier Energy (NTI) . Company-level pay-versus-performance shows 2020–2024 TSR and fundamentals trend used by the Compensation Committee: 2024 TSR value of $76 on a $100 base (peer group $120), net income $45mm, Adjusted EBITDA $317mm; 2023: $117 TSR, net income $878mm, Adjusted EBITDA $1,164mm .

Past Roles

OrganizationRoleYearsStrategic impact
CVR Energy, Inc.EVP, CFO, Treasurer & Assistant SecretaryOct 2021–presentLeads all finance and accounting functions for CVR Energy and affiliates .
CVR Energy, Inc.Interim CFO (Principal Financial Officer)Aug 2021–Oct 2021Transitional leadership of finance during CFO search .
CVR Energy, Inc.VP – Finance & TreasurerJun 2020–Oct 2021Oversaw treasury and corporate finance activities .
CVR Energy, Inc.VP FP&A; Director, Projects & Controls2018–2020Led FP&A and project controls across refining/fertilizer .
Andeavor (Tesoro) and affiliatesDirector, Commercial Business Planning & Analytics; other finance roles2011–2018Commercial planning/analytics and FP&A for refining/marketing .
Western Refining (WNR) / Northern Tier Energy (NTI)FP&A leadership; Corporate Finance Manager (GP of NTI)2012–2017Finance integration across M&A (NTI→WNR) and planning .

External Roles

OrganizationRoleYearsStrategic impact
Andeavor (Tesoro) and affiliatesVarious finance roles incl. Director, Commercial Business Planning & Analytics2011–2018Planning/analytics supporting commercial optimization .
Western Refining (WNR)Director FP&A (post NTI acquisition)2017Integration and FP&A leadership .
Northern Tier Energy (NTI) GPCorporate Finance Manager2012–2016Corporate finance at NTI GP before sale to WNR .

Fixed Compensation

MetricFY 2022FY 2023FY 2024
Base Salary (USD)$450,000 $522,500 $546,013
Target Annual Bonus (% of salary)120% 120% 120%
Actual Annual Bonus Payout (USD)$650,200 $699,000 $746,000

Notes:

  • 2024 target mix remained unchanged; other NEOs’ target pay predominantly at-risk (73%) per Compensation Committee design .
  • No individual employment agreement for Neumann; participates in company-wide severance plan (see Employment Terms) .

Performance Compensation

Annual bonus plan structure emphasizes safety/reliability and capital/expense discipline.

2024 CVI Corporate Performance-Based Bonus – results and payout:

CategoryMetric (weight)2024 AchievementPayout vs targetWeighted contribution
EH&S (25%)TRIR (8.33%)Decrease of 30%150%12.50%
PSIR (8.33%)Increase0%
Environmental Events (8.33%)Less than 20150%12.50%
Financial (75%)Reliability (18.75%)3.4%150%28.13%
Equipment Utilization (18.75%)99.5%95%17.81%
Operating Expenses (18.75%)101.0%91%17.06%
ROCE vs peer set (18.75%)Second125%23.44%
Total111%111%

Key plan mechanics and metrics:

  • Weighting: EH&S 25% (TRIR, PSIR, Environmental Events equally weighted); Financial 75% (Reliability, Equipment Utilization, OpEx vs budget, and ROCE ranking equally weighted) .
  • ROCE peer group (Refining): Delek US, HF Sinclair, Marathon, Par Pacific, PBF, Valero; (Fertilizer peer set maintained, used for CVR Partners weighting) .
  • Payouts contingent on an Adjusted EBITDA threshold; Committee retains discretion for extraordinary events .

Equity Ownership & Alignment

  • Beneficial ownership of CVR Energy common stock: the 2024 and 2025 proxy security ownership tables did not report any shares beneficially owned for Dane J. Neumann (displayed as “—”) .
  • Equity award vehicle: cash-settled “incentive units” (CVI LTIP) that vest ratably over three years; payout equals 10-trading-day average CVI share price prior to vest plus accrued dividend equivalents .
  • Ownership guidelines: none for executives; rationale is to avoid dilution given cash-settled design .
  • Hedging/pledging: policy prohibits executives from hedging or pledging company securities; also strong recommendations against options/margin trading .
  • Options: no stock options granted in recent years .

Unvested incentive units held at 12/31/2024 (valuation methodology per proxy):

GrantUnits UnvestedProxy Valuation BasisValue (USD)
12/14/20225,077$24.74 (CVI close + $6.00 accrued dividends)$125,605
12/13/202313,214$20.24 (CVI close + $1.50 accrued dividends)$267,451
12/11/202434,473$18.74 (12/31/24 closing price)$646,024

2024 vestings realized (cash-settled):

Award TypeUnits Vested (2024)Value Realized
Incentive Units19,421$494,670

Equity Grants (Multi‑year)

Grant dateAward typeUnits grantedGrant date fair value
12/14/2022Incentive Units (CVI)15,232 N/A (grant-date FV shown via 2022 SCT as part of $453,609 total stock awards)
12/13/2023Incentive Units (CVI)19,822 $604,967
12/11/2024Incentive Units (CVI)34,473 $685,323

Vesting schedule: each grant vests in one-third annual installments over three years; cash payout equals 10-day average CVI share price prior to vest plus accrued dividend equivalents .

Employment Terms

TopicDetails
Employment agreementNone disclosed for Neumann; only CEO has individual agreement .
Severance/change-in-controlCovered by CVI Severance Plan. If involuntary termination without cause or resignation for good reason in connection with a change-in-control (within 120 days before or 24 months after), cash severance equals 12 months’ base pay plus average of prior 3 annual bonuses; 100% acceleration of unvested incentive awards (cash-settled) using 20-day average price plus accrued dividends .
Potential CIC payouts (illustrative, as of 12/31/2024)Accelerated vesting value: $1,035,387; Cash severance: $1,220,613; Total: $2,256,000 .
Non-compete / Non-solicitRequired for 12 months to receive severance; also perpetual non-disclosure/non‑disparagement per plan conditions .
ClawbackNYSE/Dodd-Frank compliant clawback for 3 prior fiscal years upon accounting restatement; award and bonus plans include misconduct/for-cause clawback provisions .
PerquisitesNo perquisites >$10,000 for NEOs in 2024 .

Company Performance During Neumann’s Tenure (proxy-defined)

Metric20202021202220232024
TSR – value of initial $100$39 $49 $106 $117 $76
Peer Group TSR – $100$54 $73 $134 $161 $120
Net Income (USD mm)(320) 74 644 878 45
Adjusted EBITDA (USD mm)126 301 1,369 1,164 317

Compensation Committee and Governance Context

  • Pay design: majority at-risk; NEO target mix ~73% variable in 2024 . Committee ties compensation to financial and EH&S metrics; utilizes ROCE peer ranking; can exercise discretion for extraordinary events .
  • Consultant: No independent compensation consultant engaged for 2024 .
  • Hedging/pledging: Executive policy prohibits hedging and pledging; double-trigger vesting on change-in-control for awards .

Investment Implications

  • Pay-for-performance alignment: Annual incentive metrics (Reliability, ROCE, cost discipline, EH&S) directly reflect refinery/fertilizer operating levers; 2024 payout at 111% suggests balanced performance (strong reliability/EH&S, mixed cost/utilization), consistent with downside-protected but accountable design .
  • Limited selling pressure/dilution: Cash-settled incentive units avoid share issuance and do not require open-market sales to monetize—reducing overhang and trading-related selling pressure; executive hedging/pledging prohibitions further mitigate adverse alignment risks .
  • Retention/CIC risk: Double-trigger CIC severance with full acceleration and 12 months’ salary plus average bonus is meaningful but standard; illustrative CIC value for Neumann ~$2.26mm as of 12/31/24, suggesting manageable parachute economics relative to role .
  • Ownership alignment trade-off: Absence of equity ownership requirements and no reported direct CVI share ownership may modestly weaken long-horizon alignment versus peers that require stock multiples; however, award value is tied to CVI price via cash-settled units and includes dividend equivalents, partially offsetting this concern .
  • Execution track record: Neumann’s finance leadership coincides with post-2022 cyclical normalization—Adjusted EBITDA moved from $1,369mm (2022) to $317mm (2024) amid sector conditions, while the bonus framework emphasized controllable reliability/ROCE factors; TSR underperformed peer group in 2024, reinforcing the importance of capital/expense discipline and margin capture in 2025–2026 incentives .