Frank Muller
About Frank M. Muller, Jr.
Independent director of CVR GP, LLC (general partner of CVR Partners, LP), age 82, serving on the Board since 2008. Background spans senior executive roles in technology, energy/petroleum, and chemical industries; President of Toby Enterprises (1999–present) and former Chairman/CEO of TenX Technology (1985–2009). Education: Texas A&M University (B.S.; MBA). Beneficial ownership: 3,512 UAN common units; ownership reported as less than 1% of outstanding units .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toby Enterprises | President | 1999–present | Executive leadership across operations, acquisitions, and JVs |
| TenX Technology, Inc. | Chairman & CEO | 1985–2009 | Led technology business growth and operations |
| Topaz Technologies, LTD | Chairman | Until 2018 | Technology governance and oversight |
| U.S. Army | Service | Not disclosed | Military discipline and leadership foundation |
External Roles
| Entity | Role | Status |
|---|---|---|
| Public company boards | — | None disclosed in director profile |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmatively determined Muller is independent and non‑employee per NYSE standards |
| Committees | Audit (member); Compensation (Chair); Conflicts (member); Environmental, Health & Safety (member) |
| Board Chair | Jordan Bleznick (non-management, former Icahn affiliates executive) |
| Attendance | Board met 4 times in 2024; Muller attended 100% of Board/committee meetings; independent directors held 9 executive sessions; non‑management directors held 5; executive sessions presided by Donna R. Ecton |
| Controlled company exemptions | As a publicly traded partnership, UAN relies on NYSE governance exemptions (majority independent not required; no nominating committee; Compensation Committee not fully independent) |
| Annual meeting | UAN does not hold annual meetings; directors are not elected by unitholders |
Fixed Compensation
- Director cash retainer, committee fees, and meeting fees are not disclosed in the FY2024 10-K or 2025 proxy for the special meeting. None of the directors had outstanding equity awards as of December 31, 2024 .
Performance Compensation
| Element | Structure | Key Terms |
|---|---|---|
| 2025 LTIP (approved Jun 5, 2025) | Allows grants to employees, officers, consultants, and directors | Authorized up to 550,000 units; no evergreen; no automatic grants; minimum 1‑year vesting (subject to change of control/death/disability/retirement); no discounted options/UARs; no repricing without unitholder approval; no dividends/distribution equivalents on options/UARs; clawback applies |
| Individual limits | Annual caps | Up to 55,000 options/UARs per participant/year; performance unit value capped at $7.5M/year |
| Clawback | Recovery policy | Awards subject to the Partnership’s policy for recovery of erroneously awarded compensation and any adopted clawbacks |
Note: No director-specific performance metrics or equity grants disclosed; plan approval enables future equity alignment but awards are at committee discretion .
Other Directorships & Interlocks
- Compensation Committee composition includes Muller (independent) as Chair and Bleznick (not marked independent), which reduces fully independent oversight of executive/director pay under NYSE exemptions .
- Significant related-party governance context: CVR Energy controls the general partner and provides shared services (Corporate MSA); operational interdependence via Coffeyville MSA (pet coke, hydrogen, utilities), terminal agreement, and environmental agreement with CVR Energy subsidiaries .
Expertise & Qualifications
- Key skills: Executive leadership; finance & accounting; human resources/executive compensation; risk management; operations in technology/energy/chemical; IT/cybersecurity; ESG/Sustainability/EH&S .
- Education: Texas A&M University (B.S.; MBA) .
Equity Ownership
| Holder | Units | % of Outstanding |
|---|---|---|
| Frank M. Muller, Jr. | 3,512 | Less than 1% |
No options, RSUs, PSUs, hedging/pledging, or unvested equity holdings disclosed for Muller; directors held no outstanding equity awards as of Dec 31, 2024 .
Governance Assessment
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Strengths:
- Tenured independent director with broad operating and risk oversight experience; chairs Compensation Committee and serves on Audit, EH&S, and Conflicts—positions central to board effectiveness .
- Documented 100% meeting attendance and robust executive session cadence—signals engagement and independent oversight .
- Formal Conflicts Committee exists, with independent members, to evaluate related-party matters; presence of clawback policy and no-repricing safeguards in LTIP enhances investor protection .
-
Concerns and red flags:
- Controlled structure: CVR Energy controls the general partner; Icahn entities are significant owners—potential misalignment with public unitholders; extensive related‑party arrangements (Corporate MSA, Coffeyville MSA, terminal/environmental agreements) require vigilant conflicts oversight .
- NYSE governance exemptions: no nominating/governance committee; Compensation Committee not fully independent (Bleznick serves)—heightens pay and governance risk versus typical C‑corp standards .
- Unitholders lack director election rights and UAN does not hold annual meetings; limits external accountability mechanisms (e.g., say‑on‑pay) .
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Implications for investor confidence:
- Muller’s independence, committee leadership, and attendance support board effectiveness.
- However, the partnership’s controlled governance model and related‑party ecosystem increase reliance on the Conflicts Committee and independent directors to safeguard minority unitholder interests; monitoring compensation decisions and any director equity grants under the 2025 LTIP will be important .
Appendix: Committee Assignments and Meetings
| Committee | Role | 2024 Meetings | Notable Responsibilities |
|---|---|---|---|
| Compensation | Chair (Muller); Member (Bleznick) | 3 | Oversees exec compensation plans, reviews executive performance/compensation, director pay recommendations, compensation risk, clawback administration |
| Audit | Member (Muller); Chair (Ecton); Member (Shea) | 4 | Oversees financial reporting, internal controls, internal audit, auditor independence, risk management incl. IT/cybersecurity and governance aspects of ESG |
| Environmental, Health & Safety | Member (Muller); Chair (Shea); Members (Ecton, Pytosh) | 2 | Oversees EH&S policies, risk management, and ESG environmental/health/safety/security matters |
| Conflicts | Member (Muller); Chair (Ecton) | Ad hoc | Reviews and approves related‑party conflicts; approvals deemed fair and reasonable to partnership/unitholders |
| Special | Not a member | 2 (written consents) | Acts between Board meetings on delegated matters |