Melissa M. Buhrig
CVR ENERGYAbout Melissa M. Buhrig
Executive Vice President, General Counsel and Secretary of CVR Energy (CVI) since July 2018; Age 50 as of the 2025 proxy. She holds a BA in Political Science (University of Michigan) and a JD with honors (University of Miami). Prior to CVI, she served as GC and in senior legal/compliance roles at Delek US, Western Refining (WNR) and Northern Tier (NTI), with >25 years’ industry/legal experience spanning M&A, governance, securities, compliance, litigation, regulatory and HR. CVI’s compensation “pay vs performance” framework emphasizes Adjusted EBITDA, TSR and operational reliability; for 2023, NEO bonus payouts (including Buhrig) were ~108% of target based on achieving the Adjusted EBITDA “threshold” under the plan, evidencing alignment with operating/financial performance levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delek US Holdings, Inc.; Delek Logistics GP | EVP, General Counsel, Secretary, Compliance Officer | Oct 2017 – Jun 2018 | Led legal/compliance through downstream operations and logistics; public company reporting and governance . |
| Western Refining (WNR) and Northern Tier (NTI) | Senior executive roles; Compliance Officer | Nov 2005 – Jul 2017 | Supported corporate transactions, integration and compliance through industry consolidation (including sale of WNR to Tesoro/Andeavor) . |
External Roles
No current public company directorships or external board roles disclosed for Buhrig in CVI’s proxy biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 598,934 | 631,875 | 660,309 |
| Target Annual Bonus (% of Base) | 120% (CVI plan) | 120% (CVI plan) | 120% (CVI plan) |
| Actual Annual Bonus Paid ($) | 886,000 (earned for 2022, paid 2023) | 843,800 (earned for 2023, paid 2024) | N/A (2024 plan approved; payout not yet disclosed) |
| All Other Compensation ($) | 19,110 | 20,610 | 21,510 |
| Total Compensation ($) | 2,047,618 | 2,427,666 | 2,412,697 |
Notes:
- 2024 base salary increase of ~4.5% vs 2023 (631,875 → 660,309) as part of broad NEO adjustments (3.5%-4.5%) .
- Annual bonus structure retained with 120% of base salary target for Buhrig (CVI plan) .
Performance Compensation
Annual Incentive (CVI Performance-Based Bonus Plan):
- Structure and Metrics
- Financial measures (75%): four equally weighted components (25% each): Reliability, Equipment Utilization (vs plan), Operating Expense (vs budget), and ROCE (peer ranking). Gating Adjusted EBITDA Threshold applies; achievement curves specify threshold/target/maximum and interpolation ranges . Non-financial EH&S elements are part of broader executive compensation linkage per proxy .
- 2023 Outcome
- CVI achieved the Adjusted EBITDA Threshold; Buhrig’s 2023 payout was $843,800, approximately 108% of target; paid in 2024 .
| Metric (CVI Plan) | Weighting | 2024 Plan Target Definition | 2023 Actual/Payout (Buhrig) | Vesting/Payout Timing |
|---|---|---|---|---|
| Reliability | 25% (of 75%) | Target at 5.50%; threshold 7.00% (50% of target); max <4.0% (150%) with interpolation | Part of overall ~108% payout result for 2023 plan | Cash, following year |
| Equipment Utilization vs plan | 25% (of 75%) | Target 100%; threshold 95% (50%); max >105% (150%) with interpolation | Included in overall payout | Cash, following year |
| Operating Expense vs budget | 25% (of 75%) | Target 100%; threshold 105% (50%); max <95% (150%) with interpolation | Included in overall payout | Cash, following year |
| ROCE (Peer Ranking) | 25% (of 75%) | 1st=150%; 4th=100%; 5th=50%; 6th–7th=0% | Included in overall payout | Cash, following year |
Long-Term Incentives (cash-settled “Incentive Units” in CVI):
- Award sizing as % of salary: Buhrig at 120% target; awards vest ratably over 3 years; paid in cash based on average CVI share price over specified window plus accrued dividends per award terms .
Long-Term Incentive Grants (Recent)
| Grant Date | Instrument | Units Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 12/11/2024 | Incentive Units (CVI LTIP) | 41,684 | 828,678 | 1/3 per year over 3 years, subject to terms |
| 12/13/2023 | Incentive Units (CVI) | 23,964 | 731,381 | 1/3 per year over 3 years |
Equity Ownership & Alignment
- Outstanding Unvested Awards at FY 2024
- Incentive Units: 6,084 (12/14/22); 15,976 (12/13/23); 41,684 (12/11/24). These vest ratably over three years; market values reflect closing price plus stipulated accrued dividends for earlier grants .
- Beneficial Share Ownership
- Buhrig was not listed with beneficial ownership of CVI common stock as of the 2025 proxy record date (table shows “—”) .
- Stock Ownership Guidelines
- CVI has not established equity ownership requirements for executive officers; all long-term awards are generally cash-settled to avoid dilution .
- Hedging/Pledging
- Policy prohibits hedging (short sales and derivative hedges); policy also prohibits pledging/margin accounts; reinforced by governance highlights .
Employment Terms
- Participation in CVI Severance Plan (for NEOs other than CEO):
- Severance upon involuntary termination without cause or resignation for good reason in connection with a change-in-control (within 120 days before/24 months after): lump sum equal to 12 months’ base pay plus average of prior three annual bonuses, plus acceleration (100%) of unvested incentive awards; subject to release, non-disclosure/non-disparagement, and 12-month non-compete/non-solicit .
- For certain terminations not in connection with a change-in-control (or death/disability), award agreements provide partial acceleration for awards scheduled to vest within 12 months (post-2/21/2022 grants) .
- Hypothetical Termination Values (as of 12/31/2024)
- For Buhrig: Death/Disability: $558,884; Termination without Cause (non-CIC): $558,884; Termination without Cause or Resignation for Good Reason (CIC): $2,751,977. Components include accelerated vesting values ($1,250,568 in CIC) and cash severance ($1,501,409 in CIC) .
| Scenario (12/31/2024) | Accelerated Vesting ($) | Cash Severance ($) | Total ($) |
|---|---|---|---|
| Death/Disability | 558,884 | — | 558,884 |
| Termination w/o Cause (non‑CIC) | 558,884 | — | 558,884 |
| Termination w/o Cause (CIC) | 1,250,568 | 1,501,409 | 2,751,977 |
| Resignation for Good Reason (CIC) | 1,250,568 | 1,501,409 | 2,751,977 |
Additional Provisions:
- Double-trigger required for CIC benefits; release required; 12-month restrictive covenants apply .
- Clawback: Dodd-Frank compliant recovery policy for executive incentive compensation (3-year lookback for restatements) and additional misconduct-based forfeiture/recoupment triggers in award agreements and bonus plans .
Compensation Structure Analysis
- Mix and At-Risk Pay
- 2024 target mix predominantly variable for NEOs (~73%) via annual and long-term incentives .
- Metric Design and Rigor
- Financial measures weight 75% with explicit curves (threshold/target/max) and ROCE peer ranking; Adjusted EBITDA Threshold gates payouts, linking to earnings capacity and capital discipline .
- Long-Term Vehicle Choice
- Cash-settled incentive units reduce shareholder dilution and mitigate insider selling pressure; however, absence of ownership guidelines can weaken “skin in the game” optics .
- Discretion and Governance
- Committee retains downward discretion; clawbacks in place; hedging/pledging prohibited; say-on-pay “overwhelmingly” approved in 2024, supporting the program’s credibility .
Related Party Transactions and Conflicts
No Melissa M. Buhrig-specific related party transactions disclosed; ownership control by Icahn Enterprises noted at the Company level (not specific to Buhrig) .
Expertise & Qualifications
- Legal and regulatory leadership across refining/fertilizer; deep M&A, corporate governance and compliance expertise; JD (honors) and >25 years sector experience. Current role includes GC/Secretary for CVI and affiliate general partner of CVR Partners .
Say-on-Pay & Shareholder Feedback
- The Compensation Committee considered the 2024 annual meeting advisory vote in which stockholders “overwhelmingly approved” 2023 NEO compensation, and maintained the three-pronged structure for 2024 (salary, annual bonus, long-term incentives) .
Equity Awards Outstanding (Detail)
| Grant Date | Type | Unvested Units (12/31/24) | Valuation Basis |
|---|---|---|---|
| 12/14/2022 | Incentive Units (CVI) | 6,084 | $24.74 per unit (CVI close + $6.00 accrued dividends) |
| 12/13/2023 | Incentive Units (CVI) | 15,976 | $20.24 per unit (CVI close + $1.50 accrued dividends) |
| 12/11/2024 | Incentive Units (CVI) | 41,684 | $18.74 per unit (CVI 12/31/2024 close) |
Track Record & Execution Notes
- The Compensation Committee awarded one-time 2023 bonuses (including $200,000 to Buhrig) recognizing “outstanding performance” in successfully segregating renewables business operations/assets—an important strategic initiative for CVI’s portfolio positioning .
Compensation Committee and Peer Constructs
- Committee Members (2024 activity reported in 2025 proxy): Chair Dustin DeMaria; members Jaffrey A. Firestone and Colin Kwak; responsibilities include executive pay, plans oversight, clawback administration, risk assessment, and ESG social oversight .
- Peer Group usage in annual plan: ROCE ranking vs sector peers (Refining: DK, DINO, MPC, PARR, PBF, VLO; Fertilizer peers for UAN plan); measure structures maintained with minor updates year-on-year .
Investment Implications
- Alignment and Signals: Buhrig’s cash-settled LTI design ties realized value to CVI share performance without increasing share count, reducing forced selling risk post-vest; annual bonus tied to operating reliability, cost discipline and ROCE creates near-term execution incentives .
- Retention and Transaction Dynamics: Double-trigger CIC with full acceleration and ~1x base plus average bonus provides downside protection but requires a qualifying termination, moderating windfall risk; 12-month non-compete/non-solicit supports retention post-departure .
- Ownership Posture: No executive ownership requirements and no reported direct CVI share ownership for Buhrig can be viewed as weaker alignment vs peers that mandate holdings; however, anti-hedging/pledging policies and robust clawbacks partially mitigate governance concerns .
- Pay-for-Performance: 2023 payout at ~108% of target following EBITDA threshold achievement and plan metrics validation supports balanced incentive delivery; continued emphasis on ROCE/operational metrics should drive capital efficiency—key for refining/fertilizer cyclicality .