Jaffrey (Jay) A. Firestone
CVR ENERGYAbout Jaffrey (Jay) A. Firestone
Independent director of CVR Energy since April 2020; age 68. He chairs and runs Prodigy Pictures, Inc. (since 2006) and holds a Bachelor of Commerce from McMasters University. At CVR, he is affirmatively determined independent, financially literate, and serves on the Audit, Compensation, and Environmental, Health & Safety (EH&S) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prodigy Pictures, Inc. | Chairman & Chief Executive Officer | Since 2006 | Executive leadership and operating experience |
| The Academy of Canadian Cinema and Television | Director (former) | Not disclosed | Industry governance/oversight experience |
| The Academy of Television Arts and Sciences International Council | Director (former) | Not disclosed | Industry governance/oversight experience |
| Voltari Corporation (public) | Director | 2011–2019 | Public company board experience |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Enzon Pharmaceuticals, Inc. (public) | Director | 2022 | Icahn has or had non‑controlling interest in Enzon (network linkage) |
| SandRidge Energy, Inc. (public) | Director | 2021 | Icahn has or had non‑controlling interest in SandRidge (network linkage) |
Board Governance
- Board independence and control: CVI is a “controlled company” under NYSE rules; Carl C. Icahn indirectly controls ~69.8% of shares. CVI relies on controlled company exemptions (board majority independence not required; Audit Committee remains fully independent) .
- Leadership: Separate Chair (Robert E. Flint) and CEO (David L. Lamp) roles .
- Attendance and engagement: In 2024, the Board met 6 times and independent directors held 9 executive sessions; every director met at least 75% attendance on Board/committee meetings served .
- Committee assignments (2024 structure and current members):
- Audit: Member (Chair: Stephen Mongillo). Committee met 4 times; all members independent and financially literate .
- Compensation: Member (Chair: Dustin DeMaria). Met 3 times. Committee includes IEP‑affiliated directors alongside Firestone (independent) .
- EH&S: Member (Chair: Mark J. Smith). Met 2 times .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 4 | All members independent & financially literate |
| Compensation | Member | 3 | Mix of independent and IEP‑affiliated members; no interlocks disclosed |
| EH&S | Member | 2 | Oversees environmental, safety, climate‑related risks |
Fixed Compensation (Director)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly; unchanged since 2018 |
| Committee membership fee (cash) | $1,000 per committee | Firestone serves on 3 committees → $3,000 |
| Committee chair fee (cash) | $5,000 (if chair) | Not applicable—Firestone is not a chair |
| Special Committee—Strategic monthly retainer | $10,000 (May–Dec 2024) | Only for those members; not indicated for Firestone |
| Total 2024 fees earned | $53,000 | Paid in Canadian dollar equivalent of $53,000 USD |
Performance Compensation (Director)
| Component | 2024 | Terms/Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | No director equity grants disclosed; no director outstanding equity at 12/31/2024 |
| Option awards | $0 | No options granted to directors |
| Performance metrics | None | Director pay is cash retainers/fees only |
Implication: Director compensation is entirely cash-based with no ongoing equity component, limiting automatic ownership alignment absent voluntary share purchases .
Other Directorships & Interlocks
| External Board | Role | Interlock/Control Context |
|---|---|---|
| Enzon Pharmaceuticals, Inc. | Director | Icahn has or had a non‑controlling interest in Enzon; CVI is Icahn‑controlled (potential network linkage) |
| SandRidge Energy, Inc. | Director | Icahn has or had a non‑controlling interest in SandRidge; CVI is Icahn‑controlled (potential network linkage) |
- Compensation Committee interlocks: CVI discloses no interlocking relationships; members (including Firestone) have not served as officers of CVI and have no Item 404 related-party relationships requiring disclosure .
Expertise & Qualifications
- Skills matrix designates core competencies: Public company, executive leadership, finance & accounting, human resources/executive compensation, risk management, ESG/Sustainability/EH&S .
- Audit Committee: Firestone is “financially literate”; committee’s designated “financial expert” is Stephen Mongillo .
- Education: Bachelor of Commerce, McMasters University .
Equity Ownership
| Item | Status |
|---|---|
| Total beneficial ownership of CVI common stock | No shares reported (—) |
| Outstanding director equity awards | None as of 12/31/2024 |
| Hedging/Pledging | Hedging: directors prohibited; Company highlights a policy prohibiting executives from hedging or pledging; pledging prohibition explicitly disclosed for executives, hedging prohibition explicitly applies to directors |
| Director stock ownership guidelines | Not disclosed in proxy |
Governance Assessment
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Strengths
- Independent director with multi-committee service (Audit, Compensation, EH&S) and financial literacy; meets attendance thresholds; independent directors held nine executive sessions in 2024 .
- Board separates Chair/CEO roles; Audit Committee fully independent; regular committee activity and defined charters .
- No compensation committee interlocks; no Item 404 related-party relationships for committee members (including Firestone) disclosed .
-
Risks and investor watch items
- Controlled company status: Icahn’s ~69.8% control and related NYSE exemptions mean Compensation and Governance committees are not required to be fully independent; current Compensation Committee includes IEP‑affiliated directors alongside Firestone .
- Ownership alignment: Firestone reported no CVI share ownership and directors hold no equity awards—combined with all‑cash director pay, this may dampen alignment incentives absent voluntary purchases .
- Network ties: External directorships at Enzon and SandRidge, where Icahn has or had non‑controlling interests, create potential perception of network interlocks alongside CVI’s Icahn control (monitor for related‑party dynamics) .
- Nominations process reflects control: Board does not maintain a formal policy charging the Governance Committee with nominating directors given IEP control of elections; all directors participate in reviews, but Icahn’s control ultimately determines outcomes .
-
Compensation structure observations
- Director pay unchanged since 2018; modest cash retainers with minimal committee fees; no equity or performance mix for directors .
- Say‑on‑pay (executive) was “overwhelmingly” approved in 2024, indicating general shareholder support for pay practices, though this is advisory and executive‑focused rather than director‑focused .
-
RED FLAGS
- No disclosed personal CVI share ownership for Firestone; no director equity awards outstanding .
- Controlled company exemptions plus Compensation Committee membership including IEP‑affiliated directors (independence optics) .
- External boards at companies with Icahn interests alongside Icahn control at CVI (perception of interlocks) .