Donna Ecton
About Donna R. Ecton
Donna R. Ecton (age 77) is an independent, non‑employee director of CVR Partners’ general partner, serving since 2008. She chairs the Audit Committee and Conflicts Committee, and serves on the Environmental, Health & Safety (EH&S) Committee; she presided over executive sessions of independent and non‑management directors in 2024. Ecton holds a B.A. in Economics from Wellesley College and an MBA from Harvard Business School, and is Chairman & CEO of EEI Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EEI Inc. | Chairman & CEO | 1998–present | Executive leadership; finance, HR and compensation oversight |
| KAR Auction Services, Inc. | Director | 2013–2019 | Public company board experience; governance and risk oversight |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Hillsdale College | Trustee, Board of Trustees | Ongoing |
| American Classical Education Foundation | Board Member | Ongoing |
| Carnegie Mellon Graduate School of Industrial Administration | Business Advisory Council (Member) | Ongoing |
| Harvard University | Overseer, Board of Overseers; Member/President, Harvard Business School Executive Council | Ongoing |
Board Governance
- Committee leadership and memberships: Audit Committee Chair; Conflicts Committee Chair; EH&S Committee member; designated Audit Committee Financial Expert; independent and financially literate per NYSE/SEC standards .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024; presided over five non‑management and nine independent director executive sessions in 2024 .
- Independence status: Board determined Ecton meets independence standards for audit committee membership and is a non‑employee director .
- Governance structure context: As a publicly traded partnership (PTP), UAN relies on NYSE exemptions—majority of Board need not be independent; no nominating/CG committee; Compensation Committee not entirely independent—raising structural oversight considerations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (non‑employee) | $35,000 | Paid in cash |
| Audit Committee Chair fee | $15,000 | Additional annual cash fee |
| Audit Committee member fee (non‑chair) | $7,500 | Additional annual cash fee |
| Compensation Committee Chair fee | $8,000 | Additional annual cash fee |
| Compensation Committee member fee (non‑chair) | $5,000 | Additional annual cash fee |
| EH&S Committee Chair fee | $8,000 | Additional annual cash fee |
| EH&S Committee member fee (non‑chair) | $5,000 | Additional annual cash fee |
| Meeting fees (above threshold) | $1,500 per meeting | Thresholds: Board 6; Audit 12; Comp 6; EH&S 6 per year |
| 2024 total cash paid to Donna R. Ecton | $55,000 | Portion paid to EEI Inc., where she is CEO and sole shareholder (administrative payment conduit) |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Equity awards outstanding (as of 12/31/2024) | None | No equity awards held by directors or NEOs at year‑end 2024 |
| 2025 LTIP adoption | Approved 6/5/2025 | Plan effective at special meeting; authorizes grants to employees, officers, consultants, and directors |
| LTIP guardrails | No discounted or repriced options; 1‑year minimum vesting (with limited exceptions); no evergreen; distribution equivalents deferred on unvested awards; clawback policy applies | Governance‑friendly terms |
No performance metrics (TSR/EBITDA/etc.) tie to director pay disclosed for 2024; director compensation is cash‑based with committee and meeting fees .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| KAR Auction Services, Inc. | Director | 2013–2019 | Prior public company directorship within last five years |
No current public company boards for Ecton are disclosed; other current public boards cited apply to different UAN directors (e.g., Bleznick at Enzon) .
Expertise & Qualifications
- Key skills: Public company leadership; finance & accounting; legal/regulatory compliance; HR/compensation; risk management; ESG/EH&S .
- Audit Committee Financial Expert designation; independence and financial literacy per NYSE/SEC .
- Education: Wellesley College, B.A. Economics; Harvard Graduate School of Business Administration, MBA .
Equity Ownership
| Holder | Units Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Donna R. Ecton | 1,250 | <1% (based on 10,569,637 units) | As disclosed in beneficial ownership table |
| Directors & executive officers (group of 9) | 37,614 | <1% | Group total disclosure |
No pledging/hedging or vested/unvested breakdown for directors is disclosed; directors held no outstanding equity awards as of 12/31/2024 .
Governance Assessment
-
Positives
- Deep governance experience; chairs Audit and Conflicts Committees; Audit Committee Financial Expert and independent status support board effectiveness .
- Strong engagement: 100% attendance; presides over executive sessions, enhancing independent oversight .
- New LTIP embeds investor‑friendly guardrails (no repricing/discounting; minimum vesting; clawbacks) .
-
Structural Risks and Red Flags
- RED FLAG: PTP governance exemptions—Board not majority independent; no nominating/CG committee; Compensation Committee not fully independent—potentially weakens independent oversight and director selection processes .
- RED FLAG: Controlling influence by CVR Energy and affiliates of Carl C. Icahn with extensive related‑party ties; conflicts disclosure indicates general partner may prioritize affiliate interests; Conflicts Committee critical, but overall structure concentrates control .
- Related‑party exposure: A portion of Ecton’s cash fees paid to EEI Inc., her wholly‑owned entity (administrative routing); not unusual but should be monitored for transparency .
-
Additional Context
- Audit fees and auditor oversight are routine; Audit Committee pre‑approved all 2024 fees; Grant Thornton has served since 2013 .
- UAN does not hold annual meetings regularly; special meeting in 2025 ratified auditor and approved LTIP; say‑on‑pay voting not applicable/disclosed .
Overall, Ecton’s audit/conflict leadership and engagement are strengths; structural governance exemptions and affiliate control present persistent oversight risks that heighten the importance of her Conflicts Committee role and independent executive sessions .