Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2021, the board of directors of the general partner of CVR
Partners, LP (the "Partnership") and the board of directors of CVR Energy, Inc.
(the "CVR Energy") appointed Dane J. Neumann, 37, to serve as Executive Vice
President and Chief Financial Officer of the general partner of the Partnership
and CVR Energy, effective immediately. Mr. Neumann will hold the duties of
principal financial officer for the Partnership and CVR Energy.
Mr. Neumann most recently served as the Interim Chief Financial Officer and
principal financial officer of the Partnership and CVR Energy since August 9,
2021, and as Vice President of Finance & Treasurer of the Partnership and CVR
Energy since June 2020. Prior to that, he held various other roles within the
Partnership and CVR Energy's finance organizations since June 2018, including
Vice President of Financial Planning & Analysis and Director of Projects &
Controls. Before joining the Partnership and CVR Energy, Mr. Neumann served in
various roles of increasing responsibility for Andeavor and its affiliates (each
formerly publicly traded refining and marketing entities) from March 2011 until
June 2018, including as Director of Commercial Business Planning & Analytics
from June 2017 until June 2018; Director of Financial Planning & Analysis for
Western Refining ("WNR") from 2017 until its acquisition by Andeavor (then
Tesoro Corp.) in June 2017; and Corporate Finance Manager for the general
partner of Northern Tier Energy, LP from 2012 until its acquisition by WNR in
June 2016. Mr. Neumann obtained a Bachelor of Science in Finance and Political
Science and a Master of Business Administration from the University of Minnesota
and is a Certified Public Accountant.
In connection with his appointment, Mr. Neumann and CVR Services, LLC ("CVR
Services"), a wholly owned subsidiary of the CVR Energy, entered into an offer
letter dated October 7, 2021, under which Mr. Neumann will be eligible to
receive (a) a base annual salary of $400,000; (b) a bonus under CVR Energy's
performance-based bonus plan at a target of 120% of his respective base salary,
subject to the terms of the performance-based bonus plan; and (c) annual
incentive awards under CVR Energy's Long Term Incentive Plan dated as of
December 26, 2013 equal to 120% of his respective base salary, which awards are
generally made in December of each year. Each incentive unit that may be granted
represents the right to receive, upon vesting, a cash payment equal to the
average fair market value of one share of CVR Energy's common stock in
accordance with the award agreement, plus the per share cash value of all
dividends declared and paid by CVR Energy from the grant date up to and
including the vesting date. In addition, Mr. Neumann will be entitled to
participate in such health, insurance, retirement and other employee benefit
plans and programs of CVR Energy as in effect from time to time on the same
basis as other senior executives of CVR Energy and the Partnership. The
foregoing description of the offer letter does not purport to be complete and is
qualified in its entirety by reference to the full text of the offer letter, a
copy of which will be filed with the Partnership's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2021, and is incorporated herein by
reference.
CVR Energy indirectly owns 100% of the Partnership's general partner and
approximately 36% of the common units representing limited partner interests in
the Partnership. The Partnership obtains certain management and other services
from CVR Energy and certain of its subsidiaries (including CVR Services),
pursuant to a Corporate Master Service Agreement among the Partnership, its
general partner, CVR Energy and certain of their subsidiaries effective January
1, 2020 (the "Service Agreement"). In accordance with the Service Agreement, the
Partnership (or its subsidiaries or general partner, as the case may be) pays to
CVR Services or its subsidiaries a monthly fee which includes, among other
costs, a pro rata share of personnel costs (including an allocated portion of
performance-based bonuses and incentive units) incurred in connection with the
employment of certain employees who provide services to the Partnership,
including Mr. Neumann. The foregoing description of the Service Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Service Agreement, a copy of which was filed as Exhibit 10.14
to the Partnership's Annual Report on Form 10-K for the year ended December 31,
2019.
There are no other arrangements or understandings with Mr. Neumann pursuant to
which he was appointed to this role. There are no family relationships between
Mr. Neumann and any director or executive officer of the Partnership, its
general partner, or CVR Energy and he does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On October 12, 2021, the Partnership issued a press release announcing the
matters described in Item 5.02 of this Current Report on Form 8-K, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1
attached hereto is being "furnished" and is not deemed "filed" by the
Partnership for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section, nor is it
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being "furnished" as part of this Current Report on
Form 8-K:
Exhibit Exhibit Description
Number
99.1 Press release dated October 1 2 , 2021.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within
104 the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses