Mark Pytosh
About Mark Pytosh
Mark A. Pytosh is President & Chief Executive Officer of CVR Partners and a Director of its General Partner; he has served as CEO since 2014 and director since 2011. He is age 60 and holds a B.S. in Chemistry from the University of Illinois at Urbana–Champaign . Under his tenure, CVR Partners emphasized EH&S and operational reliability in pay programs; in 2024 the UAN bonus plan achieved 128% of target based on strong safety outcomes and reliability, while CVR Partners reported ammonia utilization of 96% and returned $6.76 per unit in cash distributions for 2024 . CEO target compensation mix was predominantly variable (77% “at risk”) in 2024, aligning pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CVR Partners, LP | President & CEO | 2014–present | Led fertilizer operations, aligning incentives to safety, reliability, ROCE and cost control in bonus plans |
| CVR Energy, Inc. | Executive Vice President | 2018–present | Shared leadership across fertilizer and petroleum segments; long-term incentive awards granted under CVR Energy LTIP |
| Tervita Corp. | Chief Financial Officer | — | Senior finance leadership in environmental services; cited as relevant experience |
| Covanta Energy Corp. | SVP & CFO | — | Large-scale operations/finance background |
| Waste Services, Inc. | SVP & CFO | — | Operations and finance expertise in solid waste industry |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Fertilizer Institute | Director | Since 2015 |
| University of Illinois Foundation | Director | Since 2007 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Total) | $607,993 | $629,273 | $651,298 |
| CEO Target Compensation Mix (Variable %) | — | — | 77% |
| UAN-Defined Base Salary Portion (2024) | — | — | $390,779 |
Notes:
- Pytosh’s compensation reflects allocations between CVR Partners and CVR Energy; UAN’s Compensation Committee sets the UAN portion, while CVR Energy’s committee sets the remainder .
Performance Compensation
Annual Performance-Based Bonus Plans (UAN)
| Plan Year | Adjusted EBITDA Threshold Achieved? | EH&S Metrics (TRIR/PSIR/EE) Actual | EH&S Payout | Financial Metrics (Reliability/Equip. Utilization/Opex/ROCE) Actual | Financial Payout | Total Payout vs Target | Bonus Paid |
|---|---|---|---|---|---|---|---|
| 2023 | Yes | TRIR +367%; PSIR −100%; EE <20 | 100% | Reliability 1.7%; Equip Util 103.0%; Opex 110%; ROCE Second quartile | 101% | 100% | $506,400 (paid Feb-2024) |
| 2024 | Yes | TRIR −36%; PSIR No change; EE <20 | 150% | Reliability 2.6%; Equip Util 102.0%; Opex 101.0%; ROCE Second quartile | 121% | 128% | $641,600 (paid Feb-2025) |
2024 Plan Design Details (set Feb-16-2024)
| Component | Weighting | Target Definition | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| EH&S (TRIR, PSIR, EE, equal weight) | 25% | Year-over-year percentage change with maximum at ≥10% decrease or specified low incident levels | 50% of target at 0% change | 100% at 3% decrease | 150% at ≥10% decrease or TRIR ≤1.0, PSIR ≤0.2, EE ≤20 |
| Financial (Reliability) | 18.75% (¼ of 75%) | Reliability % | 50% at 7.0% | 100% at 5.5% | 150% at <4.0% |
| Financial (Equipment Utilization) | 18.75% | Utilization % | Linear ranges | Company-set target | 150% at top range |
| Financial (Operating Expenses) | 18.75% | Opex % vs target | Linear ranges | Company-set target | 150% at top range |
| Financial (ROCE quartile) | 18.75% | Quartile ranking | — | Second quartile achieved | — |
Grants of Plan-Based Awards (2024 actions)
| Award Type | Grant Date | Units / Amount | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| UAN Plan – 2024 Target Bonus | 02/16/2024 | $527,579 target; $21,984 threshold; $791,368 max | — | Annual based on plan outcomes |
| Phantom Units (UAN, for 2025 comp) | 12/11/2024 | 10,261 units | $784,556 | Ratable over 3 years (one-third annually) |
| Phantom Units (UAN, for 2024 comp) | Effective Dec-2023 | 11,066 units | — | Ratable over 3 years |
| CVR Energy Incentive Units (CVI LTIP, for 2025 comp) | 12/11/2024 | 27,431 units | $545,328 | One-third each December following grant |
| CVR Energy Incentive Units (CVI LTIP, for 2024 comp) | Effective Dec-2023 | 15,921 units | — | One-third each December following grant |
Policy features:
- 2025 LTIP prohibits option/UAR repricing, discounted grants, evergreen automatic replenishment, and requires vesting for distributions on unvested awards; includes clawback policy alignment .
Equity Ownership & Alignment
| Holder | Common Units Beneficially Owned | Percent of Outstanding | Record Date | Shares Outstanding |
|---|---|---|---|---|
| Mark A. Pytosh | 30,593 | * (<1%) | Apr 8, 2025 | 10,569,637 |
Additional alignment policies:
- No executive ownership requirements; long-term awards are generally cash-settled to avoid dilution .
- Hedging prohibited (short sales); strongly recommends against options trading on UAN/CVI/IEP securities, margin accounts, and “sales against the box” .
- Insider trading policy requires pre-clearance and prohibits trades during blackout periods, with detailed governance by CVR GP, LLC’s Board .
Employment Terms
| Term | Detail |
|---|---|
| Employment structure | Employed by CVR Services; services to CVR Partners provided under Corporate Master Service Agreement (Corporate MSA) approved by Conflicts Committee; UAN reimburses allocated costs and fees per MSA . |
| Role tenure | CEO since 2014; Director since 2011 . |
| Severance (Change in Control) | Upon termination without cause or resignation for good reason in connection with a change in control: accelerated vesting of phantom units $1,614,941; incentive units $827,763; cash severance $1,501,731; total $3,944,435 . |
| Severance (Non-CIC) | Death/disability/termination without cause (non-CIC): accelerated vesting of phantom units $772,960; incentive units $371,504; total $1,144,464 (no cash severance) . |
| Clawback | Awards subject to Partnership’s clawback and recoupment policies; acknowledgment required in award agreements . |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director, CVR GP, LLC; committees disclosure lists Environmental, Health & Safety (EH&S) for Pytosh . |
| Independence | As CEO, not independent under NYSE rules; Board outlines independence standards and controlled company context . |
| Chair/Leadership | Board chaired by Jordan Bleznick (non-management; previously IEP officer); David L. Lamp is Executive Chairman . |
| Attendance | 2023 Board met 4 times and acted 3 times by written consent; all directors attended 100% of meetings . |
| Executive sessions | Non-management directors held 5 sessions; independent directors held 9 sessions; presided by Donna R. Ecton . |
| Committee structures | Standing committees: Audit, Compensation, EH&S, Conflicts, Special; Audit Committee members are independent (Ecton chair; Muller; Shea) . |
| Director pay | Non-independent directors (including management and IEP-affiliated) did not receive Board fees; independent directors retainers and committee fees disclosed (e.g., $35,000 annual retainer in 2023 plus committee fees) . |
Dual-role implications:
- CEO + Director increases non-independence; however, Board employs independent committees (e.g., Audit led by independent chair) and schedules frequent executive sessions to mitigate governance risks .
Compensation Structure Analysis
- Mix and leverage: CEO target mix 77% variable in 2024, embedding EH&S and financial outcomes as primary levers; payout scaled with TRIR/PSIR/EE, reliability, utilization, Opex, and ROCE quartile results .
- Shift toward cash-settled equity: Phantom/incentive units are cash-settled and vest ratably, reducing selling pressure and dilution vs equity-settled awards .
- Governance guardrails: 2025 LTIP eliminates option/UAR repricing and discounted grants; distributions on unvested awards must meet vesting; clawback applied .
- Discretion: Committees may adjust payouts; plan requires Adjusted EBITDA threshold before any formula payouts .
Related Party & Control Considerations
- Controlled company: Carl C. Icahn, through CVR Energy and IEP, exerts significant influence over CVR Partners’ governance and strategic actions; January 2025 tender increased CVR Energy ownership to ~67% .
- Management services: Corporate MSA governs shared services and compensation allocations between CVR Partners and CVR Energy .
Equity Ownership & Insider Activity Signals
- Ownership: Pytosh beneficially owns 30,593 common units (<1%); no pledging specifically disclosed; hedging/shorting prohibited; margin accounts discouraged .
- Vesting cadence: Phantom/incentive units vest one-third annually, creating steady retention incentives without equity sale overhang (cash-settled) .
Expertise & Qualifications
- Technical/operational/finance expertise across fertilizer, refining, environmental, power, and solid waste; public company leadership; risk management; ESG/EH&S oversight; education in Chemistry (University of Illinois) .
Investment Implications
- Pay-for-performance alignment: Heavy variable pay and achievement-based bonus metrics tied to safety and operational efficiency suggest strong alignment; 2024 payout above target signals operational outperformance while retaining discipline via EBITDA threshold .
- Selling pressure risk mitigated: Cash-settled phantom/incentive units reduce equity sale overhang; ratable three-year vesting supports retention without increasing float dilution .
- Change-in-control economics: CIC severance and accelerated vesting totaling ~$3.94M indicate meaningful protection; investors should monitor potential transactions where termination triggers could create incremental cash outflows .
- Governance profile: CEO-director dual role within a controlled partnership increases non-independence; reliance on independent committees and executive sessions is a mitigating factor, but control dynamics (Icahn/IEP/CVR Energy) can drive strategic outcomes and capital allocation independent of minority unitholder preference .
- Operational focus: Bonus metrics prioritize reliability, utilization, Opex, and ROCE quartile—key drivers for cash distributions and mid-cycle margin resilience in nitrogen fertilizer, reinforcing attention to throughput and cost discipline under Pytosh’s leadership .