Mark J. Smith
CVR ENERGYAbout Mark J. Smith
Independent director of CVR Energy since March 2024; age 66. Smith chairs the Board’s Environmental, Health & Safety (EH&S) Committee and was affirmed as independent under NYSE/SEC rules. He brings 40+ years in refining/energy operations, restructuring and EH&S, including CEO of Vertex Energy (since Jan 2025), Plan Administrator for the Philadelphia Energy Solutions (PES) Liquidating Trust, and prior CRO roles. Education: B.S. Chemical Engineering (Penn State); MBA (Oklahoma State) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philadelphia Energy Solutions (PES) | CEO & Director | 2018–2020 | Led operations during transition; later appointed Plan Administrator for PES Liquidating Trust (since Jun 2020) . |
| Fulcrum Bioenergy, Inc. | Chief Restructuring Officer | Since Apr 2024 | Restructuring and operational turnaround focus . |
| Western Refining (WNR) | President, Refining & Marketing | 2006–2017 | Senior operating responsibility across refining/marketing . |
| CITGO Petroleum Corp. | Vice President of Operations | n/a (prior role) | Operations leadership . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Vertex Energy, Inc. | Chief Executive Officer | Jan 2025 | Public company CEO; energy/refining adjacent to CVR . |
| PES Liquidating Trust | Plan Administrator | Jun 2020 | Oversees wind-down/liquidation process . |
| Energy industry | Consultant | Since Apr 2024 | Strategic/operational consulting in energy . |
Board Governance
- Independence: Board determined Smith is independent; CVR is a “controlled company” (Carl C. Icahn controls ~69.8% voting power) and relies on NYSE controlled-company exemptions (Board majority independence not required; Audit Committee remains fully independent) .
- Committee assignments: EH&S Committee Chair; members: Smith (Chair), Dustin DeMaria, Jaffrey A. Firestone; met 2 times in 2024 .
- Special Committee—Strategic: Created Mar 2024; initially included Smith (with J.M. Strock), then Julia Heidenreich Voliva after Strock resigned; members received $10,000/month May–Dec 2024 .
- Attendance and engagement: In 2024, every director serving during the year attended ≥75% of Board/committee meetings; independent directors held 9 executive sessions; no Lead Independent Director (independent sessions presided by S. Mongillo) .
- Board leadership: Separate Chair and CEO roles (Chair: R.E. Flint; CEO: D.L. Lamp) .
Fixed Compensation
Program terms (unchanged since 2018) and Smith’s FY2024 fees.
| Component | Amount/Terms | Source |
|---|---|---|
| Annual board retainer (cash) | $50,000 per year | |
| Committee Chair cash retainer | $5,000 per year (per chair role) | |
| Committee member retainer | $1,000 per year (per committee) | |
| Special Committee—Strategic retainer | Additional $10,000 per month (May–Dec 2024) for serving members | |
| Meeting fees | Not disclosed (program lists retainers, not per-meeting fees) | |
| FY2024 total fees – Mark J. Smith | $92,706 |
Notes:
- FY2024 director fee totals include all retainers, including Special Committee—Strategic service where applicable .
Performance Compensation
- No performance-based or equity compensation is disclosed for non-employee directors; the program is cash-retainer based .
- As of 12/31/2024, no directors held outstanding equity awards .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Vertex Energy, Inc. | CEO | Current | CEO role (board seat not disclosed) . |
| PES (Philadelphia Energy Solutions) | Director | 2018–2020 | Company undergoing restructuring; later Plan Administrator role . |
- Compensation Committee interlocks: None. Committee members had no relationships requiring Item 404 disclosure; no interlocking relationships with other companies’ boards/comp committees in 2024 .
Expertise & Qualifications
- Skills matrix highlights: Public company leadership, executive leadership, legal/regulatory/compliance, HR/compensation, risk management, industry/operations, IT/cybersecurity, ESG/EH&S .
- Education: B.S. Chemical Engineering (Penn State); MBA (Oklahoma State) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (CVI common) | No beneficial ownership reported for Mark J. Smith as of the record date (table shows “—”) . |
| Ownership as % outstanding | n/a (no reported ownership) . |
| Director equity awards outstanding | None held by any directors as of 12/31/2024 . |
| Hedging/pledging policy | Policy prohibits directors and NEOs from hedging/shorting CVI securities; recommends against options/warrants/margin accounts; pledging is discouraged . |
Governance Assessment
Key findings for investor decision-making:
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Strengths
- Independent director with deep refining/EH&S and restructuring experience; chairs EH&S Committee, aligning oversight with operational risk profile .
- Attendance and engagement standards met; frequent independent executive sessions; separate Chair/CEO roles .
- Prohibition on director hedging enhances alignment with long-term shareholders .
-
Risk indicators and potential red flags
- Controlled company: Icahn control (~69.8%) and reliance on NYSE exemptions (no requirement for majority-independent Board; Compensation and Governance Committees not solely independent) can diminish minority shareholder influence and create perceived conflicts, though the Audit Committee remains fully independent .
- Compensation Committee includes IEP-affiliated directors (DeMaria, Kwak), increasing perceived conflict risk around executive/director pay-setting, even as interlocks were not identified and required disclosures note no Item 404 relationships for those members .
- Limited “skin in the game” for directors: no beneficial ownership disclosed for Smith and no director equity awards outstanding as of year-end; director pay is cash-based, reducing direct equity alignment versus peers that grant equity retainer/DSUs .
-
Related-party transactions
- Extensive related-party transactions exist at the company level with IEP affiliates and CVR Partners (e.g., Corporate MSA, services agreements), but no related-party transactions involving Mark J. Smith are disclosed in the proxy’s related-party section .
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Say-on-Pay context
- Stockholders “overwhelmingly” approved 2023 NEO compensation at the 2024 annual meeting, suggesting general support for compensation governance; however, Smith is not on the Compensation Committee .
Overall implication: Smith’s EH&S leadership and independence are positives for operational risk oversight. The broader controlled-company structure and partially non-independent Compensation/Governance Committees are systemic governance risks that can weigh on minority investor confidence. Lack of director equity alignment is a modest concern offset in part by the company’s anti-hedging policy .