Robert E. Flint
CVR ENERGYAbout Robert E. Flint
Robert E. Flint is Chairperson of the Board of CVR Energy (CVI), appointed in March 2025. He is 47, holds a B.S. in Accounting & Finance from the University of Dayton, and brings deep accounting, audit, IT/cyber, compensation, legal/compliance, and risk expertise from senior roles at Icahn Enterprises L.P. (IEP), where he serves as Chief Accounting Officer (since Jan 2024) and previously Director of Accounting and Chief Audit Executive. He is IEP‑affiliated and thus not independent under NYSE/SEC rules; CVI is a controlled company with Carl C. Icahn indirectly controlling ~69.8% of outstanding common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | Chief Accounting Officer | Since Jan 2024 | Senior finance oversight; financial reporting and controls |
| Icahn Enterprises L.P. | Director of Accounting | 2021–2023 | Corporate accounting leadership |
| Icahn Enterprises L.P. | Chief Audit Executive | 2020–2021 | Internal audit leadership |
| Independent Consultant | Consultant | 2017–2020 | Finance, IR, risk advisory to multiple entities |
External Roles
| Organization | Role | Tenure | Notes / Affiliations |
|---|---|---|---|
| Viskase Companies, Inc. (public) | Director | Since Mar 2025 | Icahn‑controlled network company |
| Icahn Automotive Group LLC (private) | Director | Since Oct 2024 | Icahn‑controlled entity |
| Vivus LLC (private) | Director | Since Jul 2024 | Icahn‑controlled network |
| WestPoint Home LLC (private) | Director | Since Jul 2024 | Icahn‑controlled network |
| The Pep Boys–Manny, Moe & Jack Holding Corp. (private) | Director | Since Jul 2024 | Icahn‑controlled network |
Footnote: The proxy notes that these entities are or were indirectly controlled by Carl C. Icahn, indicating a dense network of interlocks across the Icahn ecosystem .
Board Governance
| Item | Detail |
|---|---|
| Board role | Chairperson of the Board (separate from CEO) |
| Committee assignments | Special Committee (current member); not listed on Audit or Compensation |
| Independence status | Non‑management director affiliated with IEP; not independent |
| Board structure | CVI is a “controlled company” and relies on NYSE exemptions for majority‑independent board; Audit Committee remains fully independent as required |
| Audit Committee | Independent; current members: Mongillo (Chair, financial expert), Firestone, Heidenreich Voliva |
| Compensation Committee | DeMaria (Chair), Firestone, Kwak; DeMaria and Kwak are IEP‑affiliated; Board affirms no interlocking relationships with other companies |
| Meetings & attendance (2024) | Board met 6 times; all directors serving in 2024 attended ≥75% of Board/committee meetings; 9 independent director executive sessions; Mongillo presided |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non‑Employee Directors) | $50,000 | Unchanged since 2018 |
| Committee Chair retainer | $5,000 | Per standing committee chair role |
| Committee member retainer | $1,000 | Per standing committee membership |
| Special Committee—Strategic (May–Dec 2024) | $10,000/month | Additional cash retainer for members during this period |
| Reimbursements | Actuals | Out‑of‑pocket meeting expenses; director education up to $1,500/year |
- Applicability to Flint: CVI’s program applies to directors “who are not officers or employees of CVR Energy or its affiliates (including IEP).” As an IEP employee, Mr. Flint is not a “Non‑Employee Director” under this policy; he is not listed in the 2024 Director Compensation Table (he joined in 2025) .
Performance Compensation
- CVI disclosed cash retainers for directors; no equity grants, stock options, or performance‑based awards were reported for directors in 2024, and the director compensation table shows only cash amounts for eligible non‑employee directors .
- Special Committee—Strategic stipends in 2024 applied to members during May–Dec 2024; Flint was appointed to the Board in March 2025, so this 2024 stipend disclosure does not apply to him .
Other Directorships & Interlocks
| Type | Entity | Role/Details |
|---|---|---|
| Public board | Viskase Companies, Inc. | Director since Mar 2025 |
| Private boards | Icahn Automotive Group LLC; Vivus LLC; WestPoint Home LLC; Pep Boys Holding Corp. | Director roles since 2024; Icahn‑controlled network |
| Compensation committee interlocks | None disclosed | CVI reports no interlocking relationships with other companies’ boards/comp committees in 2024 |
Expertise & Qualifications
- Core skills identified by CVI: Executive Leadership; Finance & Accounting; Human Resources/Executive Compensation; Information Technology/Cybersecurity; Legal/Regulatory/Compliance; Risk Management .
- Education: B.S., Accounting & Finance, University of Dayton School of Business Administration .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Robert E. Flint | — | — |
| Carl C. Icahn (control holder) | 70,210,404 | 69.8% |
| BlackRock, Inc. | 5,374,462 | 5.3% |
CVI had 100,530,599 shares outstanding as the base for percentages; directors (including Flint) were shown with “—” beneficial ownership as of the record date in the table provided .
Governance Assessment
- Red flags and conflict risks
- Not independent and employed by the controlling shareholder (IEP) while serving as Chair of CVI’s Board—heightened potential for conflicts in strategic oversight and board agenda‑setting .
- Controlled company reliance reduces independence requirements for the full Board and committees (other than Audit), increasing influence of the control holder over compensation and governance matters .
- Zero reported beneficial ownership for Flint as of record date—limited “skin‑in‑the‑game” alignment versus typical director equity ownership norms at many U.S. issuers .
- Extensive related‑party ecosystem (CVI/CVR Partners/IEP network) and multiple intercompany agreements create recurring conflict‑of‑interest scenarios requiring robust committee oversight .
- Mitigants and process controls
- Audit Committee is fully independent with an identified financial expert (Mongillo), met 4 times in 2024, and provides oversight of financial reporting and auditor independence .
- A formal Related Party Transaction Policy requires Audit Committee review/approval on arm’s‑length terms (or Board majority of disinterested directors), establishing process discipline for affiliate dealings .
- Board held 6 meetings and independent/non‑management directors held 9 executive sessions in 2024, indicating active engagement; Mongillo presides over executive sessions, providing a measure of independent leadership in practice .
Overall implication for investors: Flint brings strong accounting, internal audit, and controls expertise, but his IEP employment and role as Board Chair at a controlled company, combined with no disclosed equity ownership, tilt the governance profile toward control‑holder influence with limited alignment—placing greater importance on the independence and rigor of the Audit Committee and on transparent handling of related‑party transactions .