David Lamp
About David Lamp
David L. Lamp serves as Executive Chairman and a director of CVR GP, LLC (general partner of CVR Partners, LP), with service on the UAN board since 2018; he is age 67 and holds a B.S. in Chemical Engineering from Michigan State University . Lamp is concurrently President & CEO of CVR Energy, Inc., providing executive services to UAN under a Corporate Master Services Agreement; his executive remit spans operations, strategy, risk, EH&S, and compensation oversight . Under Lamp’s oversight, CVR Partners achieved a 96% ammonia utilization rate in 2024, declared $6.76 per common unit in distributions, and noted margins above mid-cycle ranges . UAN’s strategy emphasizes safe, reliable operations, and profitable growth with performance-focused pay programs referencing safety, reliability, and financial measures including Adjusted EBITDA thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Partners, LP | Executive Chairman; Chairman of the Board (former) | Exec Chairman 2017–present; Chair 2018–2023 | Led board and executive oversight of fertilizer operations and governance . |
| CVR Energy, Inc. | President & CEO; Director | 2017–present (CEO); Director since 2018 | Led corporate strategy and performance; provides shared executive services to UAN . |
| Western Refining, Inc. | President & COO | 2016–2017 | Oversaw refining operations through sale to Andeavor . |
| Northern Tier Energy, LP | President & CEO; Director of GP | 2013–2016 | Led NTI into merger with Western Refining . |
| Holly/HollyFrontier Corporation | COO/EVP; President; EVP Refining & Marketing; VP Refinery Operations | 2004–2011+ (various roles) | Directed refining/marketing operations across multi-asset portfolio . |
| El Paso Energy (Aruba) | VP & GM, refining complex | Prior to 2004 | Ran Aruba refining complex operations . |
| KOSA (Koch/Saba JV) | Director of Operations | Prior to 2004 | Oversaw 15 chemical/fiber plants across U.S., Canada, Mexico, Europe . |
| Koch Industries | EVP–Refining & Chemical Operations (earlier roles spanning 20+ years) | Prior to KOSA | Led 500,000 bpd refining capacity and chemical plants operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CVR Energy, Inc. | Director | 2018–present | Current public company directorship . |
| CVR Refining, LP | Director of GP | 2018–2019 | Former public LP board role . |
| American Fuel & Petrochemical Manufacturers Association (AFPM) | Board member; past Chairman | Ongoing | Industry association leadership . |
Fixed Compensation
Multi-year compensation (Company-reported totals; CVR Energy and UAN-attributable combined):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $1,100,000 | $1,100,000 | $1,100,000 |
| Target Bonus % of Salary | 150% (per employment plan) | 150% (per plan) | 150% (per plan) |
| Actual Annual Bonus Paid (Non-Equity Incentive) | $1,947,100 | $1,782,100 | $1,831,500 |
| Stock/Incentive Units (Grant-Date Fair Value) | $1,247,425 | $1,592,076 | $1,726,419 |
| All Other Compensation | $26,312 | $26,658 | $27,558 |
| Total Compensation | $4,320,837 | $4,500,834 | $4,685,477 |
2025 update: A new CVR Energy employment agreement effective Jan 1, 2025 increased Lamp’s base salary to $1,200,000 while maintaining a 150% target bonus and annual LTIP awards at a 150% salary target, vesting ratably over three years .
UAN-attributable portion (2024 only, based on time allocation under Corporate MSA):
| Component | 2024 UAN Portion |
|---|---|
| Base Salary (USD) | $110,000 |
| Stock/Incentive Units (USD) | $172,642 |
| Non-Equity Incentive (USD) | $183,150 |
| All Other Compensation (USD) | $2,756 |
Notes: CVR Partners approves compensation only for its CEO (Pytosh); Lamp’s compensation is set and paid by CVR Energy and allocated to UAN via Corporate MSA .
Performance Compensation
| Incentive Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| CVR Energy 2024 Performance-Based Bonus Plan | Adjusted EBITDA Threshold; peer-relative measures (weighted across refining and fertilizer peers) | Not disclosed | Achieve Adjusted EBITDA threshold | Achieved (approved Feb 2025) | $1,831,500 cash bonus | Cash bonus; no vesting |
| CVR Energy LTIP (Dec 2023 grant for 2024 comp) | Incentive units | Not applicable | Annual LTIP awards (units granted) | Granted 52,165 units for Lamp | Grant-date FV embedded in stock awards | Vests one-third each December over 3 years |
| CVR Partners LTIP 2025 (pending) | Options, UARs, restricted/phantom units | Plan-level features | Min. 1-year vesting (exception up to 5% of pool) | Approved by Board; seeking unitholder approval | N/A (future awards) | No repricing; clawback; no evergreen; min. 1-year vesting |
Notes: CVR Partners’ annual employee bonus programs emphasize safety and health, operational reliability, and financial measures aligned to mission/core values; 2024 CEO target mix was 77% variable at UAN (illustrative of program design) . As of Dec 31, 2024, no outstanding UAN equity awards existed; long-term awards at UAN have been cash-settled to avoid unit dilution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership of UAN Units | Lamp held no UAN common units as of record date April 8, 2025 . |
| Ownership % of Outstanding | 0% of 10,569,637 units (record date base) . |
| Stock Ownership Guidelines (Executive) | UAN has not established executive equity ownership guidelines; long-term UAN awards are cash-settled . |
| Pledging/Hedging | No disclosures found; none noted in filings reviewed (skip) |
| Insider Options/RSUs at UAN | None outstanding as of Dec 31, 2024 . |
Implication: Alignment at UAN relies on variable cash bonuses and cash-settled LTIP rather than direct unit ownership; this reduces insider selling pressure but may limit direct unitholder alignment .
Employment Terms
| Agreement | Term | Base | Target Bonus | LTIP | Severance & CoC | Restrictive Covenants | Incentive Payment Status |
|---|---|---|---|---|---|---|---|
| CVR Energy Employment Agreement (Dec 22, 2021) | ~3 years; expires Dec 31, 2024 | $1,100,000 | 150% of base | Annual incentive units (150% of base) | If terminated other than for cause or for good reason: salary continuation (≤6 months), pro-rata annual bonus, vesting of incentive units (>1 year old); CoC-related termination includes LTIP vesting and $10M incentive payment | Non-disclosure/non-disparagement (perpetual), non-solicit and non-compete during employment and for severance period or 6 months if no severance | $10M incentive contingent on CoC by 12/31/2024 or CVI stock ≥$60 in Jan–Feb 2025; expired without payment; PU measurement not achieved . |
| CVR Energy Employment Agreement (Dec 12, 2024; effective Jan 1, 2025) | 2 years; ends Dec 31, 2026 | $1,200,000 | 150% of base | Annual LTIP awards (150% of base), vest ratably over 3 years | On termination (other than for cause or by Lamp without good reason/insufficient notice): prorated target bonus; cash value of unvested incentive units; prorated cash value of one annual LTIP; additional cash payment up to $3M pro-rated over first 24 months | Non-compete & non-solicit (six months) and release of claims; continued benefit eligibility per plan terms | No $10M incentive in new agreement . |
Corporate MSA: UAN reimburses CVR Energy monthly for Lamp’s allocable compensation and benefits plus pass-throughs; CVR Energy’s services include executive leadership and corporate staff support . In 2022, total GP/affiliate reimbursements (including Corporate MSA) were ~$17.2M (all-in) .
Board Governance
- Board service history: UAN director since 2018; former Chairman (2018–2023); currently Executive Chairman .
- Committee roles: Listed for Lamp as “Special” committee; committees include Audit, Compensation, Conflicts, EH&S .
- Independence: Lamp is an executive director (Executive Chairman), not an independent director .
- Attendance: In 2018, directors attended ≥75% of meetings/committees during tenure (historical report) .
- Director compensation: UAN pays cash retainers only to independent non-employee directors; 2024 fees were $35,000 annual retainer plus committee fees (Audit Chair $15,000; Audit member $7,500; Comp/EH&S Chair $8,000; Comp/EH&S member $5,000) and $1,500 per meeting above thresholds; non-independent directors (incl. Icahn-affiliated) did not receive fees in 2023 .
Director Compensation (Independent Directors – 2024)
| Director | Fees Earned (Cash) | Unit Awards | Total |
|---|---|---|---|
| Jordan Bleznick (Chair) | $40,000 | $0 | $40,000 |
| Donna R. Ecton | $55,000 | $0 | $55,000 |
| Frank M. Muller, Jr. | $55,500 | $0 | $55,500 |
| Peter K. Shea | $50,500 | $0 | $50,500 |
Compensation Structure Analysis
- Mix shift: 2022–2024 stock/incentive unit grants rose from $1.25M to $1.73M while cash bonuses remained elevated; base salary increased to $1.2M effective 2025 .
- At-risk pay: UAN emphasizes variable compensation (CEO 77% variable target mix in 2024), linking pay to safety, reliability, and financial outcomes .
- Equity at UAN: No outstanding UAN equity awards as of 12/31/2024; long-term awards cash-settled; 2025 LTIP proposes equity-capable awards with governance safeguards (no repricing, clawbacks, 1-year minimum vesting) .
Related Party Transactions & Dual-Role Implications
- Governance/control: CVR Energy controls UAN’s general partner; Carl C. Icahn is the controlling stockholder of CVR Energy and influences UAN through GP control, which may create conflicts of interest versus public unitholders .
- Allocation of costs: UAN reimburses CVR Energy for allocated executive compensation and corporate services under the Corporate MSA .
- Board composition: Non-independent directors include Icahn-affiliated members; independent directors receive fees; GP has broad authority under partnership agreement .
- Call right risk: If GP affiliates exceed 80% unit ownership, GP may exercise call right to acquire all public units at market price; control dynamics can affect governance .
Investment Implications
- Alignment: Lamp’s lack of direct UAN unit ownership and UAN’s reliance on cash-settled LTIP reduce insider selling pressure but may weaken direct unitholder alignment; compensation remains heavily performance-linked (Adjusted EBITDA thresholds, safety/operational metrics) .
- Retention vs. cost: 2025 employment terms increase fixed pay and provide robust severance (prorated bonus, LTIP values, up to $3M cash), supporting retention but implying potential termination costs; previous $10M CoC incentive expired unpaid, reducing event-driven payout risk .
- Governance risk: Dual roles (Exec Chairman at UAN, CEO at CVR Energy) under affiliate control elevate potential conflicts; investors should monitor GP decisions, related-party allocations, and LTIP implementation outcomes .
- Operating execution: 2024 utilization and distributions indicate operational discipline; continued focus on safety/reliability and environmental programs (N2O abatement, CO2 sequestration) may support margins and cash generation .