Melissa Buhrig
About Melissa Buhrig
Executive Vice President, General Counsel and Secretary of CVR GP, LLC (general partner of CVR Partners) since July 2018; age 49. Education: BA in Political Science, University of Michigan; JD with honors, University of Miami School of Law. Prior roles include General Counsel and senior executive positions at Delek US Holdings, Western Refining, and Northern Tier Energy, with more than 25 years of legal and energy industry experience across M&A, governance, securities, compliance, litigation, regulatory matters, and HR .
UAN performance during her tenure (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | 835,584,000 | 681,477,000 | 525,324,000 |
| EBITDA (USD) | 402,312,000* | 282,661,000* | 178,547,000* |
| EBITDA Margin (%) | 48.15%* | 41.48%* | 33.99%* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delek US Holdings, Inc. | General Counsel / senior executive roles | Not disclosed | Led legal, governance, securities, compliance, and regulatory functions |
| Western Refining, Inc. | Senior legal/executive roles | Not disclosed | Supported corporate transactions and governance |
| Northern Tier Energy LP | Senior legal/executive roles | Not disclosed | Supported legal and regulatory matters |
External Roles
No public company board or external positions disclosed in UAN filings .
Fixed Compensation
(CVR Energy determines compensation for Buhrig; she serves both CVR Energy and CVR Partners.)
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | 598,934 | 631,875 | 660,309 |
| Target Bonus % of Base (CVI Plan) | 120% | 120% | 120% |
| Actual Annual Bonus (USD, CVI Plan) | 886,000 | 843,800 | 902,200 |
Notes:
- 2024 base salary increased 4.5% vs. 2023 .
- Buhrig’s pay is set under the CVR Energy plans; CVR Partners approves only CEO pay directly .
Performance Compensation
Annual bonus framework for Buhrig (CVI Plan) uses performance measures substantially similar to the UAN Fertilizer Plan (with CVI peer group weighting across refining and fertilizer) and requires achieving an Adjusted EBITDA threshold before payouts .
UAN Fertilizer Plan structure (used as reference for measure design) :
- Weighting: EH&S 25% (TRIR, PSIR, Environmental Events each 33⅓%); Financial 75% (Reliability, Equipment Utilization, Operating Expense, ROCE vs peer group each 25%) .
- Payout range: 0–150% of target per metric .
CVI Plan 2024 payout to Buhrig: $902,200 (after threshold achievement and metric certification) .
Long-term incentives (CVI): 23,964 incentive units granted in Dec 2023 for 2024 compensation; vest ratably over three years under the CVR Energy LTIP (cash-settled share-based awards) . CVR Partners had no outstanding equity awards for named executives or directors as of Dec 31, 2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Units owned (UAN common units) | 2,200 |
| Units outstanding (UAN) | 10,569,637 (as of Apr 8, 2025) |
| Ownership % of UAN | ~0.02% (2,200 ÷ 10,569,637; calculated from figures cited) |
| Vested vs unvested UAN equity awards | None outstanding for named executives as of Dec 31, 2024 |
| Options (exercisable/unexercisable) | None disclosed |
| Stock ownership guidelines (UAN executives) | CVR Partners has not established equity ownership requirements; UAN long-term incentives are cash-settled to avoid unit dilution |
| Hedging/Pledging policy | Insider Trading Policy prohibits short sales and strongly recommends avoiding third-party options/warrants/puts/calls/margin accounts; pledging not specifically disclosed |
Employment Terms
| Item | Terms |
|---|---|
| Start date | July 2018 (Exec VP, General Counsel & Secretary) |
| Severance plan | Covered by CVR Energy’s Change in Control & Severance Plan; plan amended Feb 2025 to clarify acceleration for awards that can settle in cash or shares/units |
| Termination without cause or resignation for good reason (CiC) | Illustrative amounts (Dec 31, 2024 assumption): Cash severance $1,501,409; accelerated vesting $1,250,568; total $2,751,977 |
| Death/Disability (illustrative values) | Accelerated vesting $558,884 |
| Clawbacks | Dodd-Frank compliant clawback policy requires recovery of incentive-based compensation over 3 prior fiscal years upon restatement; additional award-level forfeiture/recoupment provisions for misconduct or significant harm |
Investment Implications
- Alignment: Buhrig’s compensation is heavily variable (120% target bonus; ratable vesting incentive units), with robust clawback coverage—supports pay-for-performance and governance discipline .
- Ownership: Minimal direct UAN unit ownership (~0.02%) and no UAN equity awards outstanding reduces direct UAN “skin in the game” but avoids unitholder dilution (UAN uses cash-settled awards) .
- Performance sensitivity: 2024 UAN revenues and EBITDA declined vs. 2022–2023 amid lower pricing; bonus frameworks require threshold EBITDA and reward reliability, EH&S, cost control, and ROCE vs peers, aligning incentives to operational execution and capital efficiency .
- Governance: Hedging restrictions and clawbacks mitigate risk indicators; compensation peer groups include both refining and fertilizer companies, potentially stabilizing bonus outcomes across cycles .