Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2021, Patricia A. Agnello and Kapiljeet Dargan were each appointed to the board of directors (the “Board”) of CVR GP, LLC (the “Company”), the general partner of CVR Partners, LP (the “Partnership”). Also on March 31, 2021, Ms. Agnello was appointed to serve on the Board’s Compensation Committee, and Mr. Dargan was appointed to serve on the Board’s Special Committee. Both Ms. Agnello and Mr. Dargan were affirmatively determined to be qualified to serve on the Board and its committees.
Ms. Agnello has been the Chief Human Resources Officer & Employment Counsel for Icahn Enterprises, L.P. since March 2020, and for its former affiliate, Insight Portfolio Group LLC, an entity affiliated with Carl C. Icahn, from May 2007 until February 2020. In this capacity, Ms. Agnello provides human resources advice to a variety of companies with which Mr. Icahn has a relationship. Prior to joining Insight Portfolio Group, Ms. Agnello held senior human resources positions at Integro Insurance Brokers, North Fork Bank, Marsh & McLennan Companies, Inc., PriceWaterhouseCoopers, and Exxon Corporation. Ms. Agnello currently serves as a director of CVR Energy, Inc. (“CVR Energy”), a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing businesses. Ms. Agnello has been a director of: Vivus, Inc. (“Vivus”), a biopharmaceutical company, since December 2020; SandRidge Energy, Inc. (“SandRidge”), an oil and natural gas company with a principal focus on exploration and production activities, since June 2020; Icahn Automotive Group LLC (“IAG”), an automotive parts installer, retailer and distributor, since 2017; TER Holdings I, Inc. (“TER Holdings” formerly known as Trump Entertainment Resorts, Inc.), a company engaged in real estate holdings, since February 2016; and PSC Metals, LLC (“PSC”), a metal recycling company, since 2012. Ms. Agnello was previously a director of American Railcar Industries, Inc. (“ARI”), a railcar manufacturing company, from November 2017 until December 2018. CVR Energy, Vivus, IAG, ARI, TER Holdings, and PSC are each indirectly controlled by Mr. Icahn. Mr. Icahn has a non-controlling interest in SandRidge through the ownership of securities. Ms. Agnello received a J.D. from St. John’s University School of Law, an MBA in Human Resources Management from Adelphi University, and a BA in Liberal Arts from Marymount Manhattan College.
Mr. Dargan has been a Tax Counsel for various affiliates of Mr. Icahn since June 2018. Mr. Dargan was an associate in the New York City office of the law firm Willkie Farr & Gallagher from October 2013 to June 2018. Mr. Dargan has been a director of Viskase Companies, Inc., a meat-casing company indirectly controlled by Mr. Icahn, from March 2021. Mr. Dargan received a B.S. in Computer Science and Quantitative Economics from Tufts University, a J.D. from UCLA School of Law, and an LL.M. in Taxation from New York University School of Law.
Mr. Icahn indirectly owns approximately 71% of the common shares of CVR Energy. CVR Energy indirectly owns 100% of the Company and approximately 36% of the common units representing limited partner interest in the Partnership. Other than the foregoing, as of the date of their appointments, Ms. Agnello and Mr. Dargan are not a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K, and there are no other arrangements or understandings between Ms. Agnello or Mr. Dargan and any other persons pursuant to which they were selected as a director. Neither Ms. Agnello nor Mr. Dargan will receive compensation for their service on the Board or its committees.