David L. Lamp
CVR ENERGYAbout David L. Lamp
David L. Lamp is President & Chief Executive Officer of CVR Energy and a director since 2018; he is 67 and holds a B.S. in Chemical Engineering from Michigan State University . In 2024, CVR Energy reported net income attributable to stockholders of $7 million and EBITDA of $394 million, and paid $1.00 per share in dividends, framing the backdrop for incentive outcomes under his pay program . The company achieved crude utilization of 87%, commenced startup of the Wynnewood pre-treatment unit, monetized a 50% interest in Midway Pipeline, and maintained strong ammonia utilization in the fertilizer segment, performance areas that feed into Lamp’s bonus metrics (e.g., reliability, utilization, ROCE) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Western Refining (WNR), Northern Tier Energy (NTI), HollyFrontier | Senior leadership roles across refining/chemicals | — | >40 years of technical, commercial, operational leadership in refining and chemicals |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CVR Partners, LP (UAN) | Director | Since 2018 | Governance and strategic oversight of nitrogen fertilizer MLP |
| CVR Partners GP | Executive Chairman; Chairman of the Board | Exec Chair since 2017; Chair 2018–2023 | Oversight of the general partner guiding UAN’s operations and capital allocation |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | Contracted FY 2025 (effective 1/1/25) |
|---|---|---|---|---|
| Base Salary ($) | 1,100,000 | 1,100,000 | 1,100,000 | 1,200,000 (per 2024 Employment Agreement) |
| Target Annual Bonus (% of base) | 150% (per 2021 agreement) | 150% | 150% | 150% (per 2024 agreement) |
Performance Compensation
Annual Bonus Plan (2024 CVI Plan results)
| Metric (weight) | Target framework | Actual 2024 result | Payout factor | Weighted contribution |
|---|---|---|---|---|
| TRIR (8.33%) | Safety improvement targets | Decrease of 30% | 150% | 12.50% |
| PSIR (8.33%) | Process safety improvement | Increase | 0% | — |
| Environmental Events (8.33%) | Less than 20 | Less than 20 | 150% | 12.50% |
| Reliability (18.75%) | Threshold to max scale; 5.5% at target; <4.0% max | 3.4% | 150% | 28.13% |
| Equipment Utilization (18.75%) | 100% at target | 99.5% | 95% | 17.81% |
| Operating Expenses (18.75%) | 100% at target; <95% max | 101.0% | 91% | 17.06% |
| ROCE vs Peer Group (18.75%) | Second = 125% | Second | 125% | 23.44% |
| Total | — | — | — | 111% payout |
- 2024 bonus paid: $1,831,500 (111% of 150% target on $1.1M base) .
- Adjusted EBITDA threshold must be met before metric payout; the committee may adjust for extraordinary events .
Long-Term Incentive (LTIP) structure and 2024 grants
| Grant date | Award type | Units granted | Vesting | Settlement | Notes |
|---|---|---|---|---|---|
| 12/11/2024 | CVI Incentive Units | 86,842 | 1/3 per year over 3 years | Cash, based on 10-trading-day average price before vest | Granted under CVI LTIP |
| 12/13/2023 | CVI Incentive Units | 34,776 | 1/3 per year over 3 years | Cash (includes accrued dividend equivalents per award terms) | Part of 2024 compensation cycle |
| 12/14/2022 | CVI Incentive Units | 13,962 | 1/3 per year over 3 years | Cash (includes accrued dividend equivalents) | — |
- 2024 LTIP target: 150% of base; awards vest ratably over three years; cash-settled to avoid dilution and simplify administration .
- 2024 units vested (value realized): 55,529 units; $1,431,023 total value realized across tranches with accrued dividend equivalents per award terms .
Multi-year reported compensation (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,100,000 | 1,100,000 | 1,100,000 |
| Stock Awards ($) | 1,247,425 | 1,592,076 | 1,726,419 |
| Non-Equity Incentive Plan ($) | 1,947,100 | 1,782,100 | 1,831,500 |
| All Other Compensation ($) | 26,312 | 26,658 | 27,558 |
| Total ($) | 4,320,837 | 4,500,834 | 4,685,477 |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership | No shares reported for Lamp in the beneficial owners table as of record date (table shows “—”) |
| Ownership guidelines | No executive stock ownership requirements; LTIs are generally cash-settled |
| Hedging/pledging | Hedging prohibited; strong recommendation against options/warrants and margin accounts; no explicit pledging ban disclosed |
| Outstanding unvested units (12/31/24) | 86,842 (12/11/24 grant); 34,776 (12/13/23); 13,962 (12/14/22); market-value methodology defined in proxy |
| Vested in 2024 | 55,529 units vested; $1,431,023 value realized |
Implication: Cash-settled awards and absence of ownership guidelines reduce direct “skin-in-the-game” and eliminate forced selling pressure from equity vesting, but may weaken long-term alignment relative to equity-settled programs .
Employment Terms
| Agreement | Term | Core cash/equity provisions | Restrictive covenants |
|---|---|---|---|
| 2021 Employment Agreement (expired 12/31/24) | 3 years | $1.1M base; 150% target bonus; annual incentive unit award at 150% of base; severance/change-in-control terms; potential $10M “Incentive Payment” contingent on CIC or $60 stock-price PSU metric (both expired unearned) | Perpetual NDA/non-disparagement; non-solicit and non-compete during employment and for period severance is paid (or 6 months if none) |
| 2024 Employment Agreement (effective 1/1/25–12/31/26) | 2 years | $1.2M base; 150% target bonus; LTIP target 150% of base with 3-year ratable vesting; severance and pro-rata bonus mechanics; additional proration and specified cash formulas on certain terminations | Perpetual NDA/non-disparagement; non-solicit/non-compete during employment and for severance period (or 6 months if no severance) |
Potential Payments upon Termination or Change in Control (as of 12/31/24)
| Scenario | Accrued amounts ($) | Accelerated vesting value ($) | Cash severance ($) | Total ($) |
|---|---|---|---|---|
| Death | 1,831,500 | 1,553,706 | 550,000 | 3,935,206 |
| Disability | 1,831,500 | 1,553,706 | 550,000 (insurance may offset) | 3,935,206 |
| Retirement | 1,831,500 | — | — | 1,831,500 |
| Termination without cause (no CIC) | 1,831,500 | 1,553,706 | 550,000 | 3,935,206 |
| Termination without cause (with CIC) | 1,831,500 | 1,553,706 | 10,000,000 (Incentive Payment) | 13,385,206 |
| Resignation for good reason (no CIC) | 1,831,500 | 1,025,405 (LTIP Payout, per 2021 agreement) | 550,000 | 3,406,905 |
| Resignation for good reason (with CIC) | 1,831,500 | 1,553,706 | 10,000,000 | 13,385,206 |
Notes:
- “LTIP Payout” and valuation mechanics for accelerated vesting reference average prices plus accrued dividend equivalents per award/contract terms .
- 2024 agreement defines additional cash proration elements and a $3,000,000 proration formula in certain cases; excise tax cutback applies if beneficial after-tax .
Board Governance
- Board service: Lamp has been a CVI director since January 2018; currently serves on the Special Committee alongside the Chair and an independent director .
- Leadership structure: Chair and CEO roles are separated (Chair: Robert E. Flint), reducing dual-role concentration risk .
- Controlled company: CVI is controlled by Carl C. Icahn (approx. 69.8% of common stock), relying on NYSE “controlled company” exemptions—Audit Committee is fully independent, but Compensation and Governance Committees include Icahn-affiliated directors; independence of these committees is not required under the exemption .
- Meetings and independence practices: Board met six times in 2024; all directors met the 75% attendance threshold; independent directors held nine executive sessions (no lead independent director; sessions presided over by Stephen Mongillo) .
- Clawback oversight: The Compensation Committee oversees the Policy for Recovery of Erroneously Awarded Compensation .
Performance & Track Record
- 2024 outcomes and initiatives: Net income $7 million; EBITDA $394 million; dividends $1/share; crude utilization 87%; Wynnewood PTU startup; Midway Pipeline interest monetization; fertilizer segment with 96% ammonia utilization and above mid-cycle margins .
- Pay-versus-performance: Company highlights compensation actually paid vs TSR, net income, and Adjusted EBITDA; tabular “most important” measures list Adjusted EBITDA, TSR, and Operational Reliability .
- 2024 bonus certification at 111% reflects strong safety and reliability, tempered by equipment utilization and operating expense performance relative to targets, and ROCE ranking second vs peers .
Compensation Structure Analysis
- Mix and leverage: CEO total pay remains balanced with significant annual incentive (paid at 111% of target in 2024) and increasing LTIP grant-date fair values from 2022→2024, while base salary was flat at $1.1M through 2024 and increases to $1.2M under the 2024 agreement .
- Shift to cash-settled LTIs: Continued use of cash-settled “incentive units” avoids dilution and simplifies administration, but reduces direct ownership alignment and potential long-horizon equity upside exposure .
- Governance controls: EBITDA threshold gating and committee discretion to adjust for extraordinary items; ROCE relative to peer group embeds capital allocation/returns discipline .
- Golden parachute risk: $10 million cash severance upon qualifying termination in connection with a change in control (“Incentive Payment”) is material and could influence executive incentives around strategic transactions; excise-tax cutback applies if beneficial .
Equity Ownership & Alignment (Detail)
| Topic | Detail |
|---|---|
| Beneficial ownership % | Not reported for Lamp; table shows “—” for directors and NEOs; Icahn controls ~69.8% |
| Stock ownership guidelines | None for executives |
| Hedging/derivatives | Prohibited for directors and NEOs |
| Margin/pledging | Strongly recommended not to use margin accounts; no explicit pledging prohibition disclosed |
| Form of LTI | Cash-settled incentive units; minimum one-year vesting; typical 3-year ratable vesting; limited early vesting on death/disability/CIC |
Employment & Contracts (Detail)
| Item | 2021 Agreement (expired) | 2024 Agreement (current) |
|---|---|---|
| Term | 3 years ending 12/31/24 | 2 years ending 12/31/26 |
| Base / Target bonus | $1.1M; 150% target | $1.2M; 150% target |
| LTIP target | 150% of base; cash-settled incentive units | 150% of base; cash-settled, 3-year ratable vesting |
| CIC / severance | Includes “Incentive Payment” construct; potential $10M upon qualifying CIC termination | Preserves severance mechanics and pro-rata bonus; detailed proration and $3.0M-based fraction for certain terminations; excise cutback |
| Restraints | NDA/non-disparagement (perpetual) + non-solicit/non-compete during employment and severance period (or 6 months) | Same structure |
Board Service, Committee Roles, Dual-role Implications
- Board service history: Director since 2018; member of Special Committee (evaluates/approves matters between Board meetings) .
- Committee roles: Not on Audit/Compensation/Governance/EH&S; Special Committee membership indicates involvement in time-sensitive approvals .
- Dual-role considerations: CEO/Director with separated Chair role mitigates concentration of power; however, controlled company status and IEP-affiliated directors on Compensation and Governance Committees present independence considerations for pay/governance decisions .
Director Compensation (context; Lamp is employee-director)
- Non-employee director program: $50,000 annual cash retainer; $5,000 chair / $1,000 member committee retainers; 2024 special strategic committee additional $10,000 per month for members during May–Dec 2024 .
- Lamp, as an employee-director, is compensated as an executive; not under the non-employee director program .
Compensation Peer Group (for ROCE metric in bonus plan)
| Refining peers | Fertilizer peers |
|---|---|
| Delek US, HF Sinclair, PBF Energy, Marathon Petroleum, Par Pacific, Valero | CF Industries, Flotek Industries, The Andersons, LSB Industries, Nutrien (Green Plains Partners removed in 2024) |
Risk Indicators & Red Flags
- Controlled company with 69.8% ownership by Icahn; reliance on NYSE exemptions for board independence (except Audit) .
- No executive ownership guidelines; cash-settled LTIs can weaken long-term equity alignment; beneficial ownership for CEO not reported .
- Material CIC severance ($10M), which could influence deal-related incentives .
- Clawback policy oversight disclosed; hedging prohibited; margin use discouraged (mitigates some risk) .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation proposed; Board recommends “FOR”; no historical approval percentages disclosed in the 2025 proxy .
Expertise & Qualifications
- Education: B.S., Chemical Engineering (Michigan State University) .
- Domain expertise: Extensive operational leadership in refining and chemicals (WNR, NTI, HollyFrontier) .
- Governance: Director at CVR Partners; experience chairing its GP (2018–2023) .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CVR Energy | President & CEO | Since 2017 | CEO/director; Special Committee member |
| CVR Partners GP | Executive Chairman; Chairman of the Board | Exec Chair since 2017; Chair 2018–2023 | Oversight of UAN GP |
| WNR, NTI, HollyFrontier | Senior roles | — | 40+ years refining/chemicals experience |
Compensation Committee Analysis
- Composition (current): Chair Dustin DeMaria (IEP affiliate), Jaffrey A. Firestone (independent), Colin Kwak (IEP affiliate) .
- Responsibilities include plan oversight, executive evaluations/compensation, risk assessment, clawback administration; independent compensation consultants not disclosed in excerpted sections .
Investment Implications
- Alignment: Absence of equity ownership requirements and cash-settled awards mean Lamp is less exposed to long-term share price appreciation/downside; beneficial ownership not reported suggests limited personal capital at risk .
- Incentive design: Bonus plan ties pay to safety, reliability, utilization, operating costs, and ROCE vs peers, with Adjusted EBITDA threshold gating; 2024 paid at 111% despite low GAAP net income, reflecting the plan’s operational focus and EBITDA gating rather than earnings volatility .
- Deal sensitivity: The $10M CIC severance creates non-trivial optionality around strategic transactions; governance mitigants include separate Chair and independent Audit Committee, but controlled company status and IEP-affiliated presence on key committees warrant monitoring of pay/governance decisions .
- Retention: Two-year 2024 employment agreement, clear non-compete/non-solicit, and multi-year vesting support retention; payout formulas and proration terms provide clarity on exit economics .