Michael H. Wright, Jr.
CVR ENERGYAbout Michael H. Wright, Jr.
Executive Vice President and Chief Operating Officer (since January 2022). Age 54. Wright brings nearly 35 years of refining/petrochemical experience spanning operations, capital projects, crude supply/logistics, and consulting; he joined CVR Energy in July 2019, served as VP – Capital Projects (Dec 2019–Jan 2022), and was appointed COO in January 2022. He holds a BS in Mechanical Engineering and an MBA from the University of Utah . CVR’s executive pay is explicitly tied to EH&S and financial metrics, with the 2023 CVI Plan certified at 108% of target (Adjusted EBITDA threshold achieved), under which Wright’s payout was $656,500 (paid 2024); Wright’s 2024 payout was $694,800 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Energy | Project Manager | Jul 2019–Dec 2019 | Supported refinery/capital project planning during entry period . |
| CVR Energy | Vice President – Capital Projects | Dec 2019–Jan 2022 | Led capital portfolio and execution readiness across refining footprint . |
| HollyFrontier Corporation | Vice President – Capital Projects | 2005–2013 | Oversaw large-scale refinery capex program delivery . |
| HollyFrontier Corporation | Vice President & Refinery Manager (Woods Cross) | 2013–2015 | Ran refinery operations; execution and reliability accountability . |
| HollyFrontier Corporation | Vice President – Crude Supply | Apr 2015–Feb 2018 | Managed crude sourcing/logistics; margin optimization . |
| Solomon Associates | Senior Consultant – Refining | Sep 2018–Jul 2019 | Advised on benchmarking and operational performance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solomon Associates | Senior Consultant – Refining | Sep 2018–Jul 2019 | Industry consulting on refining performance benchmarking and improvement . |
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2024 | $535,613 | 120% of base salary | $694,800 | Committee kept 2024 targets same as 2023 . |
| 2023 | $517,500 | 120% of base salary (same as prior year) | $656,500 (paid 2024) | 2023 CVI Plan certified at 108% of target . |
| 2022 | $500,000 | — | $648,300 | Salary includes periods prior to COO appointment . |
Performance Compensation
| Metric (2023 CVI Plan) | Weight | Target/Measure | Actual/Measure Achievement | Payout Achievement | Weighted % Achievement |
|---|---|---|---|---|---|
| EH&S – Total Recordable Incident Rate (TRIR) | 8.33% | Improve TRIR | Increase | 0% | —% |
| EH&S – Process Safety Incident Rate (PSIR) | 8.33% | Maintain below 1.0 | Maintained below 1.0 | 150% | 12.50% |
| EH&S – Employee Engagement (EE) | 8.33% | Less than 20 | <20 | 150% | 12.50% |
| Financial – Reliability | 18.75% | Reliability rate | 1.9% | 150% | 28.13% |
| Financial – Equipment Utilization | 18.75% | Utilization rate | 100.7% | 109% | 20.44% |
| Financial – Operating Expenses | 18.75% | OpEx metric | 104.7% | 39% | 7.31% |
| Financial – ROCE | 18.75% | ROCE rank | First | 144% | 27.00% |
| Total | 100% | — | — | 108% overall payout | — |
Notes:
- Annual bonus design includes an Adjusted EBITDA threshold; 2023 payout was approved after threshold confirmation .
- Long-term incentive awards are cash-settled “incentive units” that vest ratably over three years; no stock options have been granted in recent years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CVI common) | None disclosed for Wright (“—”) as of record dates; % of class not listed for Wright . |
| Stock ownership guidelines | No executive ownership requirements; long-term awards generally settled in cash to avoid dilution . |
| Hedging/Pledging policy | Prohibits hedging and pledging by executives; discourages margin accounts and derivative trading on CVI securities . |
| Option awards | Company has not granted options/option-like instruments in recent years (none in 2024) . |
Outstanding Incentive Units (Unvested as of Dec 31, 2023)
| Award Type | Grant Date | Units Unvested | Market Value at 12/31/2023 |
|---|---|---|---|
| Incentive Units | 12/08/2021 | 3,078 | $121,889 |
| Incentive Units | 02/16/2022 | 13,226 | $523,750 |
| Incentive Units | 12/14/2022 | 10,154 | $353,359 |
| Incentive Units | 12/13/2023 | 19,633 | $594,880 |
| Vesting: Ratable annual installments over three years following grant, subject to award terms . |
Key Long-Term Incentive Grants (Grant-Date Fair Values)
| Year (Comp Cycle) | Grant Date | Units | Grant-Date Fair Value |
|---|---|---|---|
| 2024 comp (awarded Dec 2023) | 12/13/2023 | 19,633 | $599,199 |
| 2023 comp (awarded Dec 2022) | 12/14/2022 | 15,232 | $873,225 (aggregate stock awards value for 2022) |
Employment Terms
| Provision | Wright-specific Terms |
|---|---|
| Program participation | Participant in CVI Change in Control and Severance Plan; severance benefits upon certain terminations . |
| Clawback | Dodd-Frank/NYSE-compliant policy for recovery of erroneously awarded compensation; additional clawback triggers include restatement, misconduct, cause-level events . |
| Change-in-control vesting | Double-trigger vesting of awards upon a change in control . |
| Perquisites/benefits | Limited perquisites; Wright elected not to participate in health and welfare benefit plans in 2023 and 2024 disclosures . |
Potential Payments upon Termination or Change in Control (Hypothetical)
| As of Date | Scenario | Accelerated Vesting (Incentive Units) | Cash Severance | Total |
|---|---|---|---|---|
| 12/31/2024 | Death | $458,240 | — | $458,240 |
| 12/31/2024 | Disability | $458,240 | — | $458,240 |
| 12/31/2024 | Termination without cause (no CIC) | $458,240 | — | $458,240 |
| 12/31/2024 | Termination without cause (with CIC) | $1,215,950 | $1,188,013 | $2,403,963 |
| 12/31/2024 | Resignation for good reason (no CIC) | — | — | — |
| 12/31/2024 | Resignation for good reason (with CIC) | $1,215,950 | $1,188,013 | $2,403,963 |
| 12/31/2023 | Death | $386,266 | — | $386,266 |
| 12/31/2023 | Disability | $386,266 | — | $386,266 |
| 12/31/2023 | Termination without cause (no CIC) | $386,266 | — | $386,266 |
| 12/31/2023 | Termination without cause (with CIC) | $1,629,368 | $1,165,800 | $2,795,168 |
| 12/31/2023 | Resignation for good reason (no CIC) | — | — | — |
| 12/31/2023 | Resignation for good reason (with CIC) | $1,629,368 | $1,165,800 | $2,795,168 |
Notes:
- “Accrued Amounts” for the CEO are defined in his employment agreement; Wright’s table reflects accelerated vesting and severance under the Severance Plan framework .
- Treatment of awards in transactions is governed by LTIP terms; awards may be cancelled for cash equal to transaction consideration per share/unit, subject to restrictions .
Multi-Year Compensation Summary (Wright)
| Year | Salary | Stock Awards (ASC/Topic 718) | Non-Equity Incentive Plan | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $535,613 | $672,779 | $694,800 | $21,942 | $1,925,134 |
| 2023 | $517,500 | $599,199 | $656,500 | $21,042 | $1,794,241 |
| 2022 | $500,000 | $873,225 | $648,300 | $19,120 | $2,040,645 |
Grants of Plan-Based Awards (2023 cycle)
| Plan/Award | Grant Date | Target Opportunity | Units Granted | Grant-Date Fair Value |
|---|---|---|---|---|
| 2023 CVI Plan (annual bonus) | 02/17/2023 | Target $621,000 | — | — |
| Incentive Units (CVI LTIP) | 12/13/2023 | — | 19,633 | $599,199 |
Compensation Structure Analysis
- Majority at-risk: Annual bonus targets at 120% of salary (COO), with achievement based on EH&S and financial metrics; long-term incentive awards are cash-settled units vesting over three years .
- Shift away from options: Company did not grant options in recent years, reducing potential option-related risk timing concerns .
- Clawbacks embedded: NYSE/Dodd-Frank compliant clawback plus additional triggers (misconduct, restatement) apply to bonuses and LTIP awards .
- Ownership alignment limitations: No formal executive stock ownership requirements; awards settled in cash to avoid dilution, which limits direct “skin-in-the-game” alignment .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives; mitigates alignment risks from collateralization but reduces flexibility .
- Ownership: No beneficial ownership disclosed for Wright in proxy tables; suggests limited direct equity alignment .
- Option repricing: No options granted; repricing risk not present .
- Perquisites: Limited; Wright did not participate in health/welfare plans (no >$10k perqs) .
Expertise & Qualifications
- Education: BS Mechanical Engineering; MBA (University of Utah) .
- Technical/operational expertise: Refinery operations, capital project leadership, crude supply/logistics, consulting .
- Tenure: COO since Jan 2022; at CVR since July 2019 .
Equity Ownership & Alignment Details
| Category | Data |
|---|---|
| Ownership % of outstanding | Not disclosed for Wright; table shows “—” as of record dates (100,530,599 shares outstanding reference) . |
| Vested vs unvested | Unvested units detailed above; vest ratably over three years . |
| Ownership guidelines | None; awards settled in cash . |
Employment Terms (Additional)
- Severance Plan participation for NEOs other than CEO; multiples not explicitly disclosed for Wright, but hypothetical cash severance amounts enumerated for CIC scenarios .
- LTIP mechanics include minimum vesting period of 1 year under proposed Amended LTIP; increased share reserve and extended term subject to stockholder approval .
Investment Implications
- Alignment: Cash-settled LTIP and absence of ownership guidelines reduce direct equity alignment; beneficial ownership for Wright not disclosed (“—”), which may dampen insider alignment signals .
- Retention risk: Three-year ratable vesting on sizable incentive unit grants and meaningful CIC severance/accelerated vesting provide retention hooks; 2024 CIC scenario totals ~$2.4M, anchoring retention value .
- Selling pressure: Cash settlement for LTIP means limited forced insider share sales on vest; minimizes stock overhang/selling pressure vs equity-settled RSUs .
- Performance linkage: Annual incentive tied to EH&S and operational/financial metrics delivered 108% payout for 2023, indicating operational execution; ongoing tie to Adjusted EBITDA threshold embeds performance sensitivity .
- Governance safeguards: Clawback rigor and prohibition on hedging/pledging mitigate risk-taking and misalignment; absence of options limits timing risks .