Stephen Mongillo
CVR ENERGYAbout Stephen Mongillo
Independent director at CVR Energy since May 2012; age 63. He chairs the Audit Committee, serves on the Governance Committee and a Special Committee, and has been designated an “Audit Committee Financial Expert.” He brings 25+ years of finance experience and currently leads AMPF, Inc.; education includes a B.A. from Trinity College and an MBA from Dartmouth College. He also presides over executive sessions of independent and non‑management directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMPF, Inc. | Chairman & Chief Executive Officer | Since 2012 | Finance/leadership experience cited as core credentials |
| Elkmont Capital | Managing Partner | Since 2011 | Private investment leadership |
| Manufactured Housing Partners LLC | Equity Member | Since 2022 | Real assets investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Icahn Enterprises L.P. | Director | Since 2020 | CVI is a controlled company; Icahn controls ~69.8% of CVI voting power |
Board Governance
| Area | Detail |
|---|---|
| Independence status | Board affirms Mongillo is “independent”; Audit Committee must be fully independent under SOX/NYSE |
| Committee assignments (2024) | Audit (Chair); Governance (Member); Special Committee (Member) |
| Audit Committee activity | Met 4x in 2024; 2 written consents; Mongillo signed Audit Committee Report as Chair; designated “Audit Committee Financial Expert” |
| Governance Committee activity | Met 2x in 2024; Mongillo a member |
| Special Committee activity | Acted by written consent 7x in 2024; members included Flint, Lamp, Mongillo |
| Attendance | Each director attended at least 75% of Board/committee meetings in 2024 |
| Executive sessions | Independent directors met 9x in executive session; Mongillo presides (no formal lead independent director) |
| Controlled company context | CVI relies on NYSE “controlled company” exemptions (not majority independent); Audit Committee remains fully independent |
| Board composition snapshot | Four independent directors incl. Mongillo; three IEP‑affiliated non‑management directors; one employee director |
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | All Other Compensation | Total (USD) |
|---|---|---|---|
| 2024 | $57,000 | — | $57,000 |
Director Compensation Program (applies to non‑employee directors; unchanged since 2018):
- Annual cash retainer: $50,000; Committee Chair retainer: $5,000; Committee member retainer: $1,000; reimburse out‑of‑pocket meeting expenses; up to $1,500/year for director education.
- Special Committee—Strategic only: add’l $10,000/month (May–Dec 2024) for those directors serving on that specific committee (not the same Special Committee listing Mongillo).
Mix and trends:
- 2024 compensation for Mongillo is 100% cash; no equity grants disclosed for directors in 2024.
Performance Compensation
| Item | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | No director equity awards disclosed for 2024 |
| Option awards | None disclosed for directors in 2024 |
| Performance metrics tied to pay | Not applicable to director compensation in 2024 |
| Clawback policy oversight | Compensation Committee oversees Policy for Recovery of Erroneously Awarded Compensation (executive‑focused) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Icahn Enterprises L.P. | Director (since 2020) | Icahn controls ~69.8% of CVI voting power; creates a close tie to controlling stockholder though Mongillo is board‑designated independent |
Context on Compensation Committee composition:
- Current Compensation Committee: DeMaria (Chair), Firestone, Kwak; two are IEP‑affiliated; Firestone is independent. No interlocks requiring Item 404 disclosure noted.
Expertise & Qualifications
- Audit Committee Financial Expert; financially literate; deep finance and risk oversight experience.
- Core skills: Public Company, Executive Leadership, Finance & Accounting, Risk Management.
- Education: Trinity College (B.A.); Dartmouth College (MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Stephen Mongillo | — | — |
Notes:
- Beneficial ownership table lists “—” for Mongillo, indicating no reportable beneficial ownership as of record date.
- Principal 5% holder: Carl C. Icahn (and affiliated entities) beneficially own 70,210,404 shares (69.8%).
Governance Assessment
Positives
- Independent Audit Chair designated as Audit Committee Financial Expert; committee met regularly and filed a comprehensive audit report, including oversight of auditor independence and internal controls.
- Presides over frequent executive sessions of independent directors (nine in 2024), supporting independent oversight despite no formal lead independent director.
- Committee load spans Audit (Chair), Governance (Member), and Special Committee (Member), signaling central role in board risk/governance processes.
Risk indicators and potential red flags
- Controlled company structure: Board relies on NYSE exemptions; Compensation and Governance Committees are not required to be fully independent, and include IEP‑affiliated directors, which can constrain independent influence.
- Interlock with controlling stockholder: Mongillo sits on the board of Icahn Enterprises L.P., whose owner controls ~69.8% of CVI; while he is designated independent, the affiliation may create perceived alignment risk.
- Alignment concern: Beneficial ownership table shows no reportable CVI share ownership for Mongillo as of the record date; combined with an all‑cash director pay program (no equity), this may reduce “skin‑in‑the‑game.”
Engagement and attendance
- Met the ≥75% attendance threshold across Board/committees in 2024.
- Audit Committee met 4x with 2 written consents, indicating active cadence; Governance Committee met 2x; Special Committee took 7 written consents.
Related‑party oversight
- Board maintains a Related Party Transaction Policy; Audit Committee must review/approve related‑party transactions over $120,000 for arm’s‑length terms; Compensation Committee handles compensation‑related related‑party matters.
- CVI discloses extensive relationships with IEP and affiliates consistent with its controlled status; no Mongillo‑specific related‑party transactions are disclosed.