Mark A. Pytosh
CVR ENERGYAbout Mark A. Pytosh
Mark A. Pytosh is Executive Vice President—Corporate Services at CVR Energy (CVI) since January 2018 and serves as Director (since 2011) and President & CEO (since 2014) of the general partner of CVR Partners, LP, bringing 30+ years of senior roles across fertilizer, refining, environmental, power, solid waste and investment banking; he holds a B.S. in chemistry from the University of Illinois and is age 60 . Company performance during his recent tenure included Total Shareholder Return values of 76 in 2024 and 117 in 2023, with Net Income of $45 million and Adjusted EBITDA of $317 million in 2024, versus $878 million and $1,164 million, respectively, in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tervita Corp. | Chief Financial Officer | — | Senior finance leadership in environmental services |
| Covanta Energy Corp. | Chief Financial Officer | — | CFO role in power/waste-to-energy operations |
| Waste Services, Inc. | Chief Financial Officer | — | CFO role in solid waste sector |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Partners GP | Director | Since 2011 | Governance oversight of nitrogen fertilizer platform |
| CVR Partners GP | President & CEO | Since 2014 | Operational and strategic leadership of CVR Partners |
| University of Illinois Foundation | Director | Since 2007 | Non-profit board service |
| The Fertilizer Institute | Director | Since 2015 | Industry body governance and advocacy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $629,273 | $651,298 |
| CVI Plan Target Bonus % (of CVI base) | 135% | 135% |
| CVI Plan Actual Bonus ($) | $359,300 | $380,200 |
| UAN Plan Target Bonus % | — | — |
| UAN Plan Actual Bonus ($) | $506,400 (≈100% of target per UAN Committee) | $641,600 (128% of target) |
Notes:
- Mr. Pytosh’s 2024 base salary comprises $260,519 (CVI Compensation Committee) and $390,779 (UAN Committee) reflecting time allocation of 40% CVI / 60% CVR Partners .
- UAN target is tied to base salary with a 0–150% payout scale; explicit target % not separately disclosed .
Performance Compensation
CVI 2024 Performance-Based Bonus Plan — Metrics, Weighting, Outcomes
| Metric | Weighting | Target/Threshold | 2024 Actual | Payout Factor | Vesting |
|---|---|---|---|---|---|
| TRIR (EH&S) | 8.33% | 3% decrease = 100%; ≥10% decrease = 150% | Decrease 30% | 150% | Cash bonus; no vesting |
| PSIR (EH&S) | 8.33% | 3% decrease = 100% | Increase | 0% | Cash bonus; no vesting |
| Environmental Events (EH&S) | 8.33% | ≤20 events = 150% | <20 | 150% | Cash bonus; no vesting |
| Reliability (Financial) | 18.75% | 5.50% = 100%; <4.0% = 150% | 3.4% | 150% | Cash bonus; no vesting |
| Equipment Utilization (Financial) | 18.75% | 100% = 100%; >105% = 150% | 99.5% | 95% | Cash bonus; no vesting |
| Operating Expenses (Financial) | 18.75% | 100% of budget = 100% | 101.0% | 91% | Cash bonus; no vesting |
| ROCE Ranking vs Peer Group (Financial) | 18.75% | Second = 125% | Second | 125% | Cash bonus; no vesting |
| Total Weighted Achievement | — | — | — | 111% | Paid under CVI Plan |
Peer groups used for ROCE ranking: Refining—Delek US, HF Sinclair, PBF Energy, Marathon, Par Pacific, Valero; Fertilizer—CF Industries, LSB Industries, Flotek, Nutrien, The Andersons (Green Plains Partners removed in 2024) .
UAN 2024 Performance-Based Bonus Plan — Metrics, Weighting, Outcomes
| Metric | Weighting | Target/Threshold | 2024 Actual | Payout Factor | Vesting |
|---|---|---|---|---|---|
| TRIR (EH&S) | 8.33% | 3% decrease = 100%; ≥10% decrease = 150% | Decrease 36% | 150% | Cash bonus |
| PSIR (EH&S) | 8.33% | No change = 50%; 3% decrease = 100% | No change | 150% | Cash bonus |
| Environmental Events (EH&S) | 8.33% | ≤20 events = 150% | <20 | 150% | Cash bonus |
| Reliability (Financial) | 18.75% | 5.50% = 100%; <4.0% = 150% | 2.6% | 150% | Cash bonus |
| Equipment Utilization (Financial) | 18.75% | 100% = 100%; >105% = 150% | 102.0% | 119% | Cash bonus |
| Operating Expenses (Financial) | 18.75% | 100% of budget = 100% | 101.0% | 88% | Cash bonus |
| ROCE Ranking vs Peer Group (Financial) | 18.75% | Second = 125% | Second | 125% | Cash bonus |
| Total Weighted Achievement | — | — | — | 128% | Paid under UAN Plan |
Equity Ownership & Alignment
- Ownership guidelines: CVR Energy has no executive equity ownership requirements; long-term incentives are generally cash-settled to avoid shareholder dilution . Hedging and pledging of Company securities are prohibited by policy .
- Beneficial ownership: The proxy’s beneficial ownership table shows no reported CVI common stock ownership for Mr. Pytosh (“—” entries) .
- Unvested awards outstanding (as of Dec 31, 2024):
- Phantom units (CVR Partners): 2,000 (12/14/22; $218,540), 7,377 (12/13/23; $609,709), 10,261 (12/11/24; $779,426) .
- CVI incentive units: 4,116 (12/14/22; $101,830), 10,614 (12/13/23; $214,827), 27,431 (12/11/24; $514,057) .
| Award Type | Grant Date | Unvested Units | Market Value ($) |
|---|---|---|---|
| Phantom Units (UAN) | 12/14/2022 | 2,000 | $218,540 |
| Phantom Units (UAN) | 12/13/2023 | 7,377 | $609,709 |
| Phantom Units (UAN) | 12/11/2024 | 10,261 | $779,426 |
| Incentive Units (CVI) | 12/14/2022 | 4,116 | $101,830 |
| Incentive Units (CVI) | 12/13/2023 | 10,614 | $214,827 |
| Incentive Units (CVI) | 12/11/2024 | 27,431 | $514,057 |
- Grants and vesting:
- 2024 compensation (effective Dec 2023): CVI incentive units 15,921; UAN phantom units 11,066; vest ratably over three years; cash-settled at 10-day average closing price preceding vest .
- 2025 compensation (granted Dec 11, 2024): CVI incentive units 27,431 (grant-date fair value $545,328); UAN phantom units 10,261 (grant-date fair value $784,556); ratable 3-year vesting .
- 2024 vested awards for Mr. Pytosh: 7,614 CVI incentive units ($227,582), 4,116 CVI incentive units ($103,270), 5,307 CVI incentive units ($109,271), 2,924 UAN phantom units ($381,611), 2,000 UAN phantom units ($222,380), 3,689 UAN phantom units ($311,979) .
| Award Type | Units Vested (2024) | Value Realized ($) |
|---|---|---|
| Incentive Units (CVI) | 7,614 | $227,582 |
| Phantom Units (UAN) | 2,924 | $381,611 |
| Incentive Units (CVI) | 4,116 | $103,270 |
| Phantom Units (UAN) | 2,000 | $222,380 |
| Incentive Units (CVI) | 5,307 | $109,271 |
| Phantom Units (UAN) | 3,689 | $311,979 |
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | None (for Mr. Pytosh); participates in CVI Severance Plan |
| Severance (change-in-control) | 12 months base pay + average of last 3 bonuses; 100% acceleration of unvested incentive awards (cash-settled, 20-day average price + accrued dividends/distributions) |
| Double-trigger window | Termination/resignation for good reason within 120 days before or 24 months after a change-in-control |
| Non-compete / non-solicit | Required for 12 months post-termination; perpetual non-disclosure/non-disparagement |
| Clawbacks | Dodd-Frank/NYSE-compliant clawback of incentive compensation for accounting restatements; additional clawback triggers in award and bonus plans |
| Perquisites | None >$10,000 in 2024; standard health/401(k) benefits |
| 401(k) employer contribution (2024) | $20,700 |
| Hedging/pledging | Prohibited by Company policy |
| Options | Company has not granted options/SARs in recent years; no option timing/repricing practices |
| Equity plan governance | Amended LTIP prohibits repricing, discounted grants; no evergreen; dividends on unvested awards subject to vesting |
Compensation Structure Analysis
- Mix and risk profile: Majority of NEO pay is “at-risk”; target mix for non-CEO NEOs was 73% variable in 2024, consistent with CVI’s pay-for-performance design .
- Shift to cash-settled equity: Incentive and phantom units are cash-settled based on CVI/UAN prices and accrued dividends/distributions, reducing dilution and typical insider selling pressure tied to stock settlements .
- Performance metrics: Annual bonuses hinge on an Adjusted EBITDA threshold followed by EH&S and operational/financial measures (Reliability, Utilization, Operating Expense, ROCE vs peers), supporting operational discipline and safety outcomes .
- Say-on-pay: Stockholders “overwhelmingly” approved NEO compensation in 2023, and the Compensation Committee maintained the three-pronged structure in 2024 .
Investment Implications
- Alignment: Cash-settled incentive/phantom units tied to CVI and CVR Partners prices, EH&S, and ROCE metrics indicate alignment with safety and capital efficiency; absence of equity ownership requirements and no reported direct CVI share ownership for Mr. Pytosh modestly reduces “skin-in-the-game” optics .
- Retention and change-in-control: Double-trigger severance with full acceleration and 12-month non-compete/non-solicit enhances retention through potential transactions; plan design limits perquisite risk and includes robust clawbacks .
- Trading signals: Prohibition on hedging/pledging and cash settlement of awards reduce forced selling or pledge-related overhangs; vesting creates cash outcomes rather than open-market sales, limiting insider selling pressure dynamics .
- Governance context: CVI’s controlled company status under IEP means board and compensation oversight reflects majority ownership; ROCE peer benchmarking and no option repricing mitigate pay inflation/repricing risks .