Dustin DeMaria
CVR ENERGYAbout Dustin DeMaria
Dustin DeMaria (age 35) is a non-management director at CVR Energy (CVI) affiliated with Icahn Enterprises L.P. (IEP); he joined the CVR Energy Board in March 2024 and is not classified as an independent director under NYSE/SEC rules given his IEP employment . He currently serves as Chair of the Compensation Committee and as a member of the Environmental, Health & Safety (EH&S) Committee, with board leadership separated from management at CVI (independent Chair separate from CEO) . His background includes roles as a Financial Analyst at IEP since 2022 and prior investment banking at Moelis & Company; he holds a B.B.A. from Roanoke College and an MBA from Cornell University . In 2024, all CVI directors met at least 75% attendance on board and committee meetings during their tenure; independent directors held nine executive sessions .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | Financial Analyst | Since 2022 | Finance/investment analysis for IEP-controlled companies |
| Moelis & Company | Investment Banking Associate | 2019–2021 | M&A/financing execution experience |
| Zipari, Inc. (private) | Director | May 2021 – Feb 2022 | Board role at health-insurtech firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viskase Companies, Inc. | Director | Since 2023 | Icahn-controlled company; additional IEP ecosystem interlock |
Footnote: CVR Energy discloses that Viskase and other entities listed are or were indirectly controlled by Carl C. Icahn, indicating network interlocks within the Icahn ecosystem .
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Non-management director employed by IEP; not independent under NYSE/SEC rules |
| Committees | Compensation Committee (Chair); EH&S Committee (Member) |
| Committee activity | Compensation Committee met 3x and acted by written consent 2x in 2024; EH&S met 2x in 2024 |
| Attendance | All directors met ≥75% attendance for Board/committee meetings during 2024 tenure |
| Board leadership | Separate Chair and CEO roles; current Chair is independent of management |
| Controlled company status | CVI is a NYSE “controlled company” (Mr. Icahn controls ~69.8%); relies on exemptions from majority-independent board and fully independent comp/governance committees |
| Audit committee independence | Audit Committee fully independent as required (not including DeMaria) |
Fixed Compensation (Director)
| Element | CVI Policy | Eligible for DeMaria? | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 for Non-Employee Directors (not officers/employees of CVI or its affiliates, including IEP) | No (IEP employee) | Applies only to Non-Employee Directors |
| Committee Chair fee | $5,000 for Non-Employee Directors | No (IEP employee) | Compensation Committee chair fee applies only to Non-Employee Directors |
| Committee member fee | $1,000 for Non-Employee Directors | No (IEP employee) | Applies only to Non-Employee Directors |
| 2024/2025 director pay changes | Program unchanged since 2018 for Non-Employee Directors | N/A | Confirms lack of equity elements for directors in program description |
CVI’s 2024–2025 Director Compensation Tables list only Non-Employee Directors receiving fees; DeMaria is not listed, consistent with ineligibility for cash retainer/fees due to IEP employment .
Performance Compensation (Director)
| Component | Details |
|---|---|
| Equity (RSUs/DSUs/Options) | No director equity awards disclosed; program consists of cash retainers/fees for Non-Employee Directors only |
| Performance metrics | None disclosed for directors; CVI’s performance metrics apply to executive bonus plans, not director pay |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Control |
|---|---|---|---|
| Viskase Companies, Inc. | Director | Not disclosed in CVI proxy | Icahn-controlled entity; indicates Icahn-network interlock |
No compensation committee interlocks disclosed for DeMaria (company states none among current/former comp committee members) .
Expertise & Qualifications
- Finance and accounting; public company board experience; information technology/cybersecurity, per CVI’s director skills matrix .
- Education: Roanoke College (B.B.A.); Cornell University (MBA) .
- Professional background: IEP financial analyst (since 2022); prior Moelis investment banking experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Dustin DeMaria | — | — |
Beneficial ownership table shows “—” for DeMaria (no reported beneficial ownership); Icahn (and affiliates) control ~69.8% of CVI common stock, underscoring controlled company status .
Governance Assessment
- Compensation Committee chair while employed by controlling stockholder (IEP) signals potential independence risk; CVI relies on NYSE controlled company exemptions, which permit non-independent composition of the Compensation and Governance Committees .
- Ownership alignment appears limited: no reported CVI share ownership for DeMaria in the 2025 beneficial ownership table (suggests no “skin in the game” at the CVI level) .
- Mitigants include: fully independent Audit Committee; separation of Board Chair and CEO; annual board/committee self-evaluations; independent/non-management executive sessions; ≥75% attendance during 2024; and established clawback policy (for executives) and insider trading policy .
- Committee effectiveness/engagement: Compensation Committee met 3 times (plus 2 written consents) and EH&S met 2 times in 2024, indicating active committee cadence during DeMaria’s tenure .
- Broader investor sentiment: CVI notes stockholders “overwhelmingly approved” NEO compensation on an advisory basis in the prior annual meeting, suggesting general acceptance of the pay framework overseen by the Compensation Committee .
RED FLAGS (for investor monitoring):
- Non-independent Compensation Committee Chair employed by controlling stockholder (IEP) .
- No reported CVI share ownership by DeMaria, potentially weakening ownership alignment .
- Controlled company reliance reduces independent oversight on compensation/governance committees (though Audit remains fully independent) .