Peter Shea
About Peter K. Shea
Independent director of CVR Partners’ general partner since 2014, with 30+ years in executive leadership across food manufacturing, packaging, and diversified industrials. Age 72 (as of FY2023), he holds a B.B.A. from Iona College and an MBA from the University of Southern California . The Board has affirmatively determined Shea is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Snow Phipps (private equity) | Operating Partner | 2013–2021 | Operating leadership across portfolio |
| OMERS Private Equity | Operating Advisor | 2011–2016 | Advisory to LP-owned businesses |
| Icahn Enterprises G.P. Inc. | President; Head of Icahn Associates Portfolio Operations | 2006–2009 | Senior role within Icahn platform |
| H.J. Heinz (Europe) | Chairman/CEO/President/MD roles | 1997–2001 | Executive leadership in Europe |
| R&R Foods (Europe) | Chairman/CEO/President/MD | 1997–2001 | Executive leadership |
| John Morrell & Co. | Chairman/CEO/President/MD | N/A | Executive leadership |
| Polymer United (Central America) | Chairman/CEO/President/MD | N/A | Executive leadership |
| United Brands Company | Head of Global Corporate Development | N/A | Fortune 100 corporate development |
| General Foods | Early career | N/A | Foundational industry experience |
External Roles
| Organization | Role | Since/Through | Committees/Impact |
|---|---|---|---|
| Viskase Companies, Inc. (public) | Director | Since 2006 | Audit Committee member |
| Hennessy Capital Acquisition Co. I (SPAC) | Director | 2014–2015 | Board service |
| Hennessy Capital Acquisition Co. II (SPAC) | Director | 2016–2017 | Board service |
| Hennessy Capital Acquisition Co. III (SPAC) | Director | 2017–2018 | Board service |
| Hennessy Capital Acquisition Co. IV (SPAC) | Director | 2019–2020 | Board service |
| Voltari Corporation (public) | Chairman & Director | 2015–2019 | Leadership on board |
| Trump Entertainment Resorts (public) | Director | 2017 | Short-term board role |
| DecoPac, Inc. (private) | Chairman & Director | 2017–2021 | Private company board leadership |
| FeraDyne Outdoors (private) | Chairman & Director | 2014–2019 | Private company board leadership |
| Teasdale Foods (private) | Chairman & Director | 2014–2019 | Private company board leadership |
Board Governance
- Committee assignments: Audit Committee member; Environmental, Health & Safety (EH&S) Committee Chair .
- Independence: Board has affirmed Shea meets NYSE independence standards .
- Controlled company exemptions: UAN, as a publicly traded partnership, avails itself of NYSE governance exemptions (no nominating committee; majority independent not required) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees (Cash) | Meeting Fees (Cash) | Total |
|---|---|---|---|---|
| 2024 | $35,000 | Included in total; structure below | Eligible above thresholds | $50,500 |
| 2023 | $35,000 | Included in total; structure below | Eligible above thresholds | $50,500 |
| 2022 | $35,000 | Included in total; structure below | Eligible above thresholds | $50,500 |
Director fee structure (2024):
- Audit Chair $15,000; Audit member $7,500
- Compensation Chair $8,000; Compensation member $5,000
- EH&S Chair $8,000; EH&S member $5,000
- Additional $1,500 per meeting above thresholds (Board 6; Audit 12; Compensation 6; EH&S 6)
Performance Compensation
| Item | Status/Detail |
|---|---|
| Director equity awards outstanding (as of 12/31/2024) | None; no equity comp plans authorized for issuance at year-end |
| Historical equity/units for directors | 2013: $20,000 in common units to independent directors; 1,220 units granted; $16.40 basis . 2014: one-time $20,000 cash in lieu of units; Mr. Shea granted 814 units (grant-date FV $17,135) . |
| 2025 LTIP | Unitholders asked to approve a new LTIP authorizing options, unit appreciation rights, restricted and phantom units for eligible participants including directors; key governance features include no repricing, minimum 1-year vesting (with limited exceptions), and 550,000 unit pool . |
Other Directorships & Interlocks
| Relationship | Potential Interlock/Note |
|---|---|
| Icahn platform experience | Shea served as President of Icahn Enterprises GP and on boards of multiple Icahn-affiliated companies, indicating network ties relevant to information flow and potential conflicts in a controlled company structure . |
| Current public board | Viskase Companies, Inc. (Audit Committee) |
Expertise & Qualifications
- Skills matrix highlights: Public company; Executive leadership; Finance & accounting; Risk management; ESG/EH&S .
- Education: Iona College (B.B.A.); University of Southern California (MBA) .
Equity Ownership
| Holder | Units Beneficially Owned | % of Outstanding |
|---|---|---|
| Peter K. Shea | 59 | <1% (based on 10,569,637 units outstanding) |
Additional ownership context:
- None of the named executive officers or directors held outstanding equity awards as of 12/31/2024 .
- Major holders exerting control include Icahn Reporting Persons and CVR Energy affiliates (aggregate ~39.3% for Carl C. Icahn per filing footnotes) .
Governance Assessment
-
Positives:
- Independent director status; chairs EH&S and sits on Audit, aligning with operational safety and financial oversight priorities .
- Deep operating and portfolio experience, including prior leadership at Icahn Enterprises and major industrials, useful for capital discipline and risk oversight .
- Audit Committee receives regular cybersecurity risk reports; Shea’s committee role supports oversight of cyber and risk management .
-
Concerns and red flags:
- Very limited personal unit ownership (59 units), implying low “skin-in-the-game” alignment versus typical director ownership guidelines at corporates; however, UAN did not have director equity plans outstanding through 2024 .
- Controlled company/MLP governance exemptions: no nominating committee; majority independence not required; CVR Energy and Icahn control can create conflicts (affiliate transactions, distribution policy, strategic decisions), potentially adverse to public unitholders .
- Related-party exposure: operational reliance on CVR Energy’s Coffeyville refinery for pet coke supply and other affiliate relationships heightens conflict and counterparty concentration risks overseen by the Board .
-
Future watch items:
- If the 2025 LTIP is approved and director equity grants commence, monitor award types, vesting, and any performance linkage to ensure improved alignment without excessive dilution; plan includes robust provisions (no repricing, 1-year minimum vesting) .
- Track committee workloads and any disclosed attendance in future filings (not disclosed in current materials) to assess engagement and effectiveness.
Overall, Shea brings seasoned operating and portfolio oversight with independence and committee leadership, but alignment is constrained by low ownership and UAN’s controlled partnership governance, necessitating close monitoring of affiliate transactions, risk oversight, and future equity plan implementation .