Julia Heidenreich Voliva
CVR ENERGYAbout Julia Heidenreich Voliva
Independent director of CVR Energy since May 2024; age 48. She serves on the Audit Committee and chairs the Nominating & Corporate Governance Committee; the Board affirmed she is independent and “financially literate” under NYSE/SEC rules. Prior roles include VP, Renewables at HF Sinclair (2017–2023) and VP, Investor Relations at HollyFrontier (2012–2017); she holds a B.A. from Tufts University and has expertise in financial statement analysis, earnings modeling, renewables, and European institutional equity sales .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HF Sinclair Corporation | Vice President, Renewables | 2017–2023 | Leadership in renewables operations and strategy |
| HollyFrontier Corporation | Vice President, Investor Relations | 2012–2017 | Financial statement analysis and earnings modeling |
External Roles
- No other public company directorships are disclosed in her CVI proxy biography .
Board Governance
| Committee | Role | 2024 Meetings | Current Members |
|---|---|---|---|
| Audit | Member | 4 meetings; 2 written consents | Stephen Mongillo (Chair), Jaffrey A. Firestone, Julia Heidenreich Voliva |
| Nominating & Corporate Governance | Chair | 2 meetings | Julia Heidenreich Voliva (Chair), Colin Kwak, Stephen Mongillo |
| Special Committee—Strategic | Member | Additional monthly retainer May–Dec 2024 (meeting count not specified here) | Initially Strock/Smith; Voliva appointed after Strock’s resignation in May 2024 |
- CVI is a “controlled company” (Carl Icahn indirectly controls ~69.8% of outstanding common stock) and relies on exemptions from certain NYSE independence requirements; Audit Committee remains fully independent per SOX/NYSE rules .
- Board met 6 times and acted by written consent 9 times in 2024; each director who served attended at least 75% of Board and committee meetings; independent directors met in 9 executive sessions with Mongillo presiding; no lead independent director designated .
- Skills matrix highlights her core competencies in Public Company experience, Executive Leadership, Finance & Accounting, Industry/Operations, and ESG/Sustainability/EH&S .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (Directors) | $50,000 | Paid quarterly; unchanged since 2018 |
| Committee Chair retainer | $5,000 | Paid quarterly |
| Committee Member retainer | $1,000 | Paid quarterly |
| Special Committee—Strategic retainer | $10,000/month | For service May–Dec 2024 |
| 2024 Fees Earned (Heidenreich Voliva) | $79,762 | Includes director/committee retainers and special committee service; no “All Other Compensation” disclosed |
Performance Compensation
| Instrument / Metric | Status |
|---|---|
| Equity awards to directors (RSUs/PSUs) | None disclosed in director compensation program |
| Stock options to directors | None disclosed in director compensation program |
| Performance-based cash (bonus) | None disclosed for directors |
| Compensation metrics (TSR/EBITDA/ESG) | Not applicable for director pay; no performance metrics disclosed |
| Clawback policy | Company maintains a compensation recovery policy; LTIP awards subject to clawback provisions |
Emphasis: CVI’s director pay is primarily fixed cash; no equity grants or performance-tied awards are disclosed for non-employee directors, which may reduce direct ownership alignment versus equity-based programs .
Other Directorships & Interlocks
- Interlocks/affiliations shaping governance context: CVI is a controlled company; Governance and Compensation Committees are not required to be fully independent; IEP-affiliated directors (e.g., DeMaria, Flint, Kwak) serve on the Board/committees; Audit Committee is fully independent .
- No interlocking relationships between CVI Compensation Committee and other companies’ compensation committees are disclosed; no Item 404 related-party relationships disclosed for current/former committee members (including IEP-affiliated non-management directors) .
Expertise & Qualifications
- Finance & Accounting; Executive Leadership; Industry/Operations; ESG/Sustainability/EH&S; Public Company experience .
- Financial statement analysis and earnings modeling; renewables domain expertise; >10 years in European institutional equity sales .
- Audit Committee “financially literate” determination; Audit Committee led by an “financial expert” (Mongillo) .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Percent of Outstanding |
|---|---|---|
| Julia Heidenreich Voliva | — | — |
- Beneficial ownership table lists “—” for Voliva; no shares shown as beneficially owned; percentage based on 100,530,599 shares outstanding .
- No pledging, hedging, or director stock ownership guidelines are disclosed in the cited excerpts; guidelines not referenced in these sections .
Governance Assessment
- Independence and committee roles: Voliva strengthens board oversight via Audit membership and chairing Governance; she is affirmed independent and financially literate—positive for investor confidence .
- Attendance and engagement: She met the ≥75% attendance threshold; Board/committee activity levels suggest regular engagement (Board 6 meetings; executive sessions 9) .
- Alignment and incentives: Director pay is fixed cash with modest committee retainers and an exceptional special-committee monthly retainer; absence of equity grants implies lower ownership alignment unless she acquires shares independently; her 2024 cash fees totaled $79,762 .
- Controlled company risks: Icahn’s control and IEP-affiliated directors on key committees (Governance/Compensation) present structural governance risks; however Audit Committee remains fully independent per SOX/NYSE, mitigating financial reporting risk .
RED FLAGS
- Controlled company exemption—Governance and Compensation Committees not required to be fully independent; Governance Committee includes an IEP-affiliated director, which could influence governance policy and nominations .
- No disclosed director equity ownership or stock ownership guidelines—potentially lower alignment with minority shareholders .
Notable Positives
- Audit Committee independence and financial literacy; presence of an audit committee financial expert (Mongillo) .
- Relevant background in renewables and investor relations, aligning with ESG oversight and financial reporting literacy .