Jeffrey D. Conaway
CVR ENERGYAbout Jeffrey D. Conaway
Jeffrey D. Conaway is Vice President, Chief Accounting Officer & Corporate Controller of CVR Energy, Inc. (CVI) since August 2021; he holds the same roles at CVR GP, LLC, the general partner of CVR Partners, LP . He is 50 years old and has over 25 years of finance, accounting, and auditing experience, with a BBA in Accounting and an MBA from Angelo State University; he is also a Certified Public Accountant . Company performance during his CVI tenure shows Adjusted EBITDA and TSR volatility consistent with refining cycles: Adjusted EBITDA of $317M (2024), $1,164M (2023), $1,369M (2022), $301M (2021), and TSR values of 76 (2024), 117 (2023), 106 (2022), 49 (2021), 39 (2020) . Conaway concurrently signs SOX certifications for CVR Partners, evidencing principal accounting responsibilities at the affiliate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Energy, Inc. | Director – Commercial & Operations Accounting | Aug 2020–Aug 2021 | Led commercial and operations accounting prior to promotion to CAO/Controller . |
| Patterson-UTI Energy, Inc. | Assistant Controller | Feb 2019–Aug 2020 | Advanced corporate accounting at an oilfield services firm . |
| CITGO Petroleum Corporation | Various roles, including Senior Advisor | Aug 2010–Feb 2019 (Senior Advisor: Nov 2017–Feb 2019) | Progressed through increasing responsibility across manufacturing & operations accounting and advisory roles at an integrated refiner . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR GP, LLC (general partner of CVR Partners, LP) | Vice President, Chief Accounting Officer & Corporate Controller (Principal Accounting Officer) | Aug 2021–present | Oversees public affiliate’s accounting/controls; signs SOX 302/906 certifications (Q3 2025) . |
Fixed Compensation
- Conaway is not a named executive officer (NEO) in the 2025 proxy; therefore his individual base salary and bonus outcomes are not disclosed in the Summary Compensation Table .
- CVI applies a three‑pronged compensation program (base salary, annual performance‑based bonus, and long‑term incentives) for executives, with 2024 structure unchanged from 2023; base salaries for NEOs rose 3.5–4.5% (excluding CEO), target bonus percentages remained at prior-year levels, and LTIs vest ratably over three years .
Performance Compensation
2024 CVI Annual Performance-Based Bonus Plan (applies to all full-time CVR Energy employees other than CVR Partners employees)
| Category | Metric | Weight within Category | Target Definition | 2024 Actual | Payout vs Target | Weighted % Achievement |
|---|---|---|---|---|---|---|
| EH&S (25% total) | TRIR | 8.33% | 3% decrease (target) | Decrease of 30% | 150% | 12.50% |
| EH&S (25% total) | PSIR | 8.33% | 3% decrease (target) | Increase | 0% | —% |
| EH&S (25% total) | Environmental Events (EE) | 8.33% | <20 events (max if maintained at or below threshold) | Less than 20 | 150% | 12.50% |
| Financial (75% total) | Reliability | 18.75% | 5.50% (target; 4.0% = max) | 3.4% | 150% | 28.13% |
| Financial (75% total) | Equipment Utilization | 18.75% | 100% (target; >105% = max) | 99.5% | 95% | 17.81% |
| Financial (75% total) | Operating Expenses | 18.75% | 100% of budget (target; <95% = max) | 101.0% | 91% | 17.06% |
| Financial (75% total) | ROCE (peer ranking) | 18.75% | Fourth = 100% target; First = 150% max | Second | 125% | 23.44% |
| Total | Total 111% |
- The Compensation Committee certified 2024 payout at 111% of target (after achieving Adjusted EBITDA Threshold) .
- Target bonus percentages for NEOs were: CEO 150%, Pytosh 135%, Neumann/Wright/Buhrig 120%; the plan applies broadly, but Conaway’s specific target % is not disclosed .
Long-Term Incentives (LTIs)
| Feature | Structure | Vesting | Settlement | Acceleration |
|---|---|---|---|---|
| CVI Incentive Units | Cash-settled, denominated in CVI shares | Ratably in annual installments over 3 years | Cash based on 10‑day average closing price + accrued dividends | For post‑Feb 21, 2022 awards: if terminated other than for cause or due to death/disability, the portion scheduled to vest within 12 months vests; broader acceleration under change-in-control per plan . |
| UAN Phantom Units (for CVR Partners executives) | Cash-settled, denominated in CVR Partners units | Ratably over 3 years | Cash based on average price + accrued distributions | Similar acceleration constructs per award agreements and severance framework . |
Equity Ownership & Alignment
- CVI has no executive equity ownership requirements; compensation LTIs/phantom units are generally cash-settled to avoid dilution and administrative burden .
- Hedging and pledging are prohibited: policy bars short sales and strongly recommends avoiding options/margin; the proxy highlights a “Policy prohibiting executives from hedging or pledging our securities” .
- Beneficial ownership for Conaway is not presented in the 2025 proxy’s ownership table; he is a Section 16 reporting person and was late on one Form 4 for a vesting event in 2022 (prior to his service as an executive officer), indicating he holds incentive awards but specific share/unit holdings are not disclosed in the proxy .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | Not disclosed for Conaway; CEO has a separate employment agreement, while NEOs (non-CEO) are covered by the CVI Severance Plan; Conaway is not listed among NEOs and his coverage is not specified . |
| Severance (CVI Severance Plan for NEOs) | Lump-sum 12 months base pay plus average of prior 3 years bonuses upon termination without cause or resignation for good reason in connection with a change-in-control; 100% vesting acceleration of unvested incentive awards based on 20‑day average price plus accrued dividends/distributions . |
| Restrictive covenants | Payment conditioned on non-disclosure and non-disparagement (perpetual), plus non-solicitation and non-competition for 12 months post-termination; release requirement . |
| Clawbacks | Dodd‑Frank compliant recoupment for three prior fiscal years upon restatement; additional clawback triggers include misconduct or cause‑level events and harm to the company; LTIs/performance bonuses include forfeiture/recoupment provisions . |
| Insider trading policy | Company policy prohibits trades violating insider trading rules; Insider Trading Policy filed as an exhibit to the 2024 Annual Report . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of fixed $100) | 39 | 49 | 106 | 117 | 76 |
| Net Income ($MM) | (320) | 74 | 644 | 878 | 45 |
| Adjusted EBITDA ($MM) | 126 | 301 | 1,369 | 1,164 | 317 |
- The bonus plan’s most important performance measures linking pay and performance are Adjusted EBITDA, TSR, and Operational Reliability .
Compensation Committee & Governance Context
- The Compensation Committee administers incentive plans, evaluates executive performance, sets/approves pay and severance arrangements, and oversees clawback policy; met 3 times in 2024 and acted by written consent twice .
- Stockholders overwhelmingly approved NEO compensation structure in the prior advisory vote; 2024 retained the same three-pronged design and target bonus percentages .
- ROCE peer groups used in plan metrics include refining peers (Delek, HF Sinclair, PBF, Marathon, Par Pacific, Valero) and fertilizer peers (CF Industries, LSB, Flotek, Nutrien, The Andersons) .
Investment Implications
- Alignment: Cash-settled incentive units and phantom units avoid share issuance and reduce insider selling pressure, but absence of equity ownership requirements weakens direct “skin-in-the-game” alignment for executives like Conaway .
- Risk/Retention: Three-year ratable vesting and change-in-control double-trigger acceleration incentivize retention; restrictive covenants and clawback provisions mitigate conduct and restatement risk .
- Pay-for-performance: Annual bonus metrics are operationally focused (EH&S and financial reliability/ROCE), with 2024 payout at 111% of target, indicating disciplined outcomes tied to performance formulae; Conaway’s specific payout is not disclosed, but plan applies broadly to CVI employees .
- Red flags: One late Form 4 filing tied to vesting in 2022 noted for Conaway; hedging/pledging prohibitions and recoupment policies are positive governance offsets .