Jeffrey Conaway
About Jeffrey Conaway
Jeffrey D. Conaway, age 50, is Vice President, Chief Accounting Officer and Corporate Controller of CVR GP, LLC (general partner of CVR Partners, LP) and holds the same roles at CVR Energy; he has served in these positions since August 2021 and previously was Director – Commercial & Operations Accounting at CVR Partners (August 2020–August 2021) . He has over 25 years of finance, accounting, and auditing experience; prior roles include Assistant Controller at Patterson‑UTI Energy and various positions at CITGO Petroleum. He holds a BBA (Accounting) and MBA from Angelo State University and is a CPA . During his tenure, UAN’s operating performance strengthened: Q3 2025 Net Sales rose to $163.5M vs $125.2M in Q3 2024, and EBITDA increased to $70.6M vs $35.8M, reflecting improved pricing and tight inventories; nine‑month 2025 EBITDA reached $190.7M vs $129.1M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Partners, LP | Director – Commercial & Operations Accounting | 2020–2021 | Led commercial/operations accounting; foundation for later principal accounting officer responsibilities . |
| Patterson‑UTI Energy, Inc. | Assistant Controller | 2019–2020 | Senior accounting leadership at oilfield services company . |
| CITGO Petroleum Corporation | Various roles incl. Senior Advisor | 2010–2019 | Progressive finance/accounting roles at major refiner and marketer . |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
| No public company directorships or external board roles are disclosed for Conaway . |
Fixed Compensation
Multi‑year named executive compensation (total compensation basis across CVR Energy and CVR Partners):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $293,626 | $322,989 | $334,294 |
| Bonus ($) | — | $50,000 | — |
| Stock Awards ($) | $133,057 | $187,179 | $210,291 |
| Non‑Equity Incentive ($) | $198,000 | $201,100 | $214,700 |
| All Other Comp ($) | $18,611 | $20,468 | $21,942 |
| Total ($) | $643,294 | $781,736 | $781,227 |
UAN‑attributed portion of Conaway’s 2024 compensation (based on time allocation to UAN):
| Metric | 2024 UAN‑Attributed |
|---|---|
| Base Salary ($) | $66,859 |
| Stock Awards ($) | $42,058 |
| Non‑Equity Incentive ($) | $42,940 |
| All Other Comp ($) | $4,388 |
Target bonus percentage under CVR Energy performance plan was 60% of base salary for Conaway in 2023 and 2024; actual payouts approved were $201,100 (2023) and $214,700 (2024) .
Performance Compensation
| Element | Metric / Structure | Target / Design | Actual / Payout | Vesting / Timing |
|---|---|---|---|---|
| Annual Bonus (CVI Plan) | Mix of safety, reliability, and financial measures with Adjusted EBITDA threshold as gate | Target 60% of base salary (2023–2024) | $201,100 (2023); $214,700 (2024) | Paid following year upon Compensation Committee approval |
| Long‑Term Incentive (CVI share‑based cash awards) | Cash‑settled awards tied to CVR Energy share value | Grant of 6,133 units for Conaway as part of 2024 comp (granted Dec 2023) | Grant‑date fair value reflected in “Stock Awards” ($210,291 in 2024 total) | Vests one‑third each December following grant (expected Dec 2024, Dec 2025, Dec 2026) |
| UAN Performance Bonus Plan (2024/2025) | Fertilizer bonus plan (2025 approved Apr 29, 2025); plans conditioned on Adjusted EBITDA threshold | Plan adoption/approval disclosed; specific metric weightings not enumerated | Not individually disclosed; aggregate annual payouts reported in Non‑Equity Incentive | Annual payout cycle; gated by Adjusted EBITDA achievement |
Notes:
- CVR Partners has historically used cash‑settled long‑term incentives to avoid unit dilution; equity awards under UAN LTIPs prior to 2025 were not outstanding at 12/31/2024 .
- The CVR Partners 2025 LTIP adds options, UARs, restricted units, phantom units with minimum one‑year vesting and clawback, but awards/grants by individual are not yet disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Conaway held no UAN common units as of April 8, 2025 (“—” in ownership table) . |
| Ownership % of outstanding units | Not listed; implied 0% given no units owned . |
| Vested vs unvested UAN equity | None outstanding as of 12/31/2024 for NEOs (UAN) . |
| Options / exercisability | None disclosed at UAN level as of 12/31/2024 . |
| Pledging / hedging | No pledging or hedging of UAN units disclosed for Conaway . |
| Ownership guidelines | CVR Partners has not established executive equity ownership requirements; UAN awards historically cash‑settled . |
| Compliance status | N/A given no ownership requirement . |
Employment Terms
- Eligibility: Conaway is an Eligible Employee under the CVR Energy Change in Control and Severance Plan (includes “Vice President, Chief Accounting Officer and Corporate Controller”) .
- Severance (Change‑in‑Control): Lump‑sum cash equal to 12 months of base pay plus average bonus of prior three years, paid ~60 days after termination/change‑in‑control; 100% acceleration of unvested incentive/phantom unit awards (cash equivalent if from affiliate), performance‑based awards vest at target; subject to release and restrictive covenants; potential cutback to avoid 280G excise taxes .
- Restrictive covenants: Confidentiality, non‑disparagement, non‑competition, and non‑solicitation required to receive/retain severance benefits .
- Clawback: Awards under UAN’s 2025 LTIP are subject to CVR Partners’ compensation recovery policy and any legally required clawbacks .
- Tenure: Vice President, Chief Accounting Officer & Corporate Controller since August 2021; prior internal role since August 2020 .
Performance & Track Record
Company operating performance during Conaway’s tenure (illustrative quarterly and year‑to‑date comparisons):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Sales ($MM) | $125.2 | $163.5 |
| EBITDA ($MM) | $35.8 | $70.6 |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Net Sales ($MM) | $385.8 | $475.0 |
| EBITDA ($MM) | $129.1 | $190.7 |
Key drivers cited by management include favorable UAN and ammonia pricing, tight inventories from stronger demand and production outages, and higher natural gas input costs influencing market prices .
Governance/controls signals:
- Conaway provided Sarbanes‑Oxley Section 302 certifications for UAN’s 10‑K (FY2024) and 10‑Qs (Q2 and Q3 2025), underscoring responsibility for disclosure controls and internal control over financial reporting as Principal Accounting Officer .
Investment Implications
- Alignment: Conaway has no ownership of UAN units, and long‑term awards have historically been cash‑settled (reducing dilution but limiting “skin‑in‑the‑game” alignment); UAN’s new 2025 LTIP enables true equity awards going forward, with governance guardrails (no repricing, minimum one‑year vest, clawback) .
- Retention/Change‑in‑Control: Participation in CVR Energy’s CIC/Severance Plan provides competitive protection (12 months base + average bonus; award acceleration) while enforcing non‑compete/non‑solicit, which mitigates near‑term retention risk but can raise payouts in transaction scenarios .
- Pay‑for‑Performance: Annual bonus payouts are gated by Adjusted EBITDA and include safety/reliability metrics, with actual bonuses paid in line with strong operating results (e.g., 2024: $214.7k); this supports performance linkage at the cash‑comp level .
- Execution Risk: As Principal Accounting Officer, Conaway’s repeated SOX certifications indicate accountability for financial reporting integrity; continued EBITDA and Net Sales improvement in 2025 aligns with incentive structures and execution focus, though cyclicality in fertilizer markets remains significant .