SEC Form DEF 14A filed by Calumet Inc.

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You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Calumet, Inc. (“we,” “our,” “us,” or the “Company”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2025 on June 10, 2025, at 9:00 a.m. ET. This will be our inaugural Annual Meeting of Stockholders following our conversion from a Master Limited Partnership to a C-Corporation completed on July 10, 2024.

The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2024 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting-Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.

Thank you for your continued support of the Company.

 

 

 

Calumet manufactures, formulates, and markets a diverse slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. We specialize in meeting the specific product needs of our customers, which provide solutions that sustain and enhance life’s most essential products and result in a brighter future for generations to come. At Calumet, we are committed to making the world safer, healthier, and more connected than ever before.

Our business consists of three different segments – Specialty Products and Solutions, Performance Brands and Montana/Renewables. While they operate separately, they are all part of the Calumet family. This means that we’re focused on delivering the solutions our customers want and need for today’s ever-changing world.

At Calumet, we are grounded by our values. They are the foundation for our conduct, our decision making, and our commitment to customers and business partners.

In this Proxy Statement, the terms “we,” “our,” “us,” “Calumet,” or the “Company” refer to Calumet, Inc.

The accompanying proxy is solicited on behalf of our Board of Directors (the “Board”) for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2025 on June 10, 2025, at 9:00 a.m. Eastern Time.

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

The following provides summary information about each Class I director nominee.

 

Our executive compensation program is designed to attract, motivate, and retain the best possible management team members, as well as to reward the achievement of both short-term and long-term goals necessary to promote growth and generate positive shareholder returns. In particular, the program is designed with the following primary objectives:

For 2024, our program was comprised of base salary, annual incentives, and long-term equity-based incentives. Our primary business objectives are to generate cash flows, reduce debt leverage, grow our business and increase shareholder value. As a result, Adjusted EBITDA was the primary performance measure taken into account in making 2024 compensation decisions under both our annual and long-term incentive programs, as we believe this represented the most comprehensive measurement of our ability to generate cash flows and recognized the integrated and collaborative effort required by the full executive team to maximize performance.

Despite not meeting our Adjusted EBITDA goal for 2024, as commodity margins fell dramatically throughout the year, the Company achieved a number of key strategic business objectives, including the completion of our conversion to a C-Corporation, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance, and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities. The Compensation Committee considered these key strategic achievements when approving final compensation outcomes for 2024, which reflected year-over-year declines in total pay for each our named executive officers.

During the second half of 2024, the Compensation Committee worked with its independent compensation consultant to develop a new incentive framework aligned with our new structure, including 2025 annual incentive opportunities earned based on Adjusted EBITDA (60% weighting) and operational priorities aligned with our values and key to advancing our strategic priorities (40% weighting). In 2025, we also granted long-term equity incentives in a mix of performance-based restricted stock units (“PSUs”) (weighted 50%) and time-based restricted stock units (“RSUs”) (weighted 50%). PSUs will be earned based on the achievement of relative TSR, net deleveraging and certain priority strategic initiatives, while RSUs fully vest on the third anniversary of the date of grant to promote retention.

For more information on our compensation programs, please refer to the Compensation Discussion & Analysis beginning on page 28.

The following table presents fees billed (in millions) for professional services rendered by Grant Thornton LLP and Ernst & Young LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, respectively.

On July 10, 2024, Calumet Specialty Products Partners, L.P. (the “Partnership”) converted from a Master Limited Partnership to a C-Corporation, pursuant to which the unitholders of the Partnership became stockholders of Calumet, Inc. At the effective time of the Conversion, each common unit of the Partnership issued and outstanding immediately prior to that time converted into one issued and outstanding share of common stock, $0.01 par value per share, of Calumet, Inc. Following the Conversion, our business and affairs are overseen by our Board, rather than Calumet GP, LLC, the former general partner of the Partnership (the “General Partner”), which previously managed the business and affairs of the Partnership. In the Conversion, the directors and executive officers of the General Partner immediately prior to the effective time of the Conversion became the directors and executive officers of the Company.

As required under The Nasdaq Stock Market’s listing standards, a majority of the members of our Board must qualify as “independent directors,” as determined by the Board. The Board and the Governance Committee considered all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of The Nasdaq Stock Market. Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and Calumet, our executive officers, or our independent registered public accounting firm, our Board has affirmatively determined that eight out of the 10 current members of our Board are independent directors. Our independent directors are: Mr. Carter, Mr. Sajkowski, Ms. Schumacher, Mr. Sheets, Mr. Raymond, Ms. Straumins, Mr. Boss, and Ms. Twitchell. In addition, the Board has affirmatively determined that Ms. Narwold and Mr. Quintana each qualify as independent directors. Our Board has further determined that all members of our Audit Committee, Compensation Committee and Governance Committee are independent and satisfy the relevant independence requirements for such committees. In making these determinations, the Board considered, among other things, ordinary course commercial relationships with companies at which members of the Board then served as executive officers (including The Heritage Group and Monument Chemical LLC). The aggregate annual amounts involved in these commercial transactions were less than 1% of the annual consolidated gross revenues of these companies. The Board has determined that none of these relationships are material and that none of these relationships impair the independence of any non-employee director.

Set forth below is certain information relating to our Class I director nominees, including details on each director nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that the person should be nominated for election as a director for another term.

Our business is conducted by our employees, managers, and officers, under the direction of our Chief Executive Officer and the oversight of the Board, to enhance the long-term value of our Company for our stockholders. Key corporate governance documents that guide our corporate governance structure and processes, including our Corporate Governance Guidelines and the charters of the Board’s committees, are available on our Investor Relations website at https://calumet.investorroom.com/governance-documents.

Our Bylaws provide that the size of our Board may be set from time to time by our then current Board. Our Board currently consists of 10 members.

In connection with the Conversion, we entered into a Stockholders’ Agreement with The Heritage Group (the “Stockholders’ Agreement”), which provides The Heritage Group and certain of its affiliates the right to designate a certain number of nominees for election to our Board. Accordingly, under our Amended and Restated Certificate of Incorporation (the “Certificate”), The Heritage Group has the right, but not the obligation, to designate for nomination, and, in accordance with the terms of the Stockholders’ Agreement, the Board will take necessary action (subject to its fiduciary duty) to cause the election of:

When The Heritage Group loses the right to designate one or more directors of the Board, each director designated for nomination by The Heritage Group will continue to serve until his or her term expires.

The Certificate also provides that The Heritage Group has the right to designate a director to fill any vacancies created by the resignation or removal of a director designated by The Heritage Group. In accordance with the terms of the Stockholders’ Agreement, Calumet agrees to take, or cause to be taken, all necessary action (subject to the Board’s fiduciary duty), to cause any such vacancy to be filled in accordance with the terms of the Certificate. As long as The Heritage Group has the right to designate at least one director, each committee of the Board will include one director designated by The Heritage Group.

In addition, until the earlier of the Heritage Group and its affiliates no longer owning at least 5% of the outstanding shares of common stock and the third anniversary of the closing date of the Conversion, any increase or decrease in the size of the Board or any appointment or removal of the Chair of the Board will require the consent of The Heritage Group.

Paul Raymond III and Daniel Sajkowski were each designated by The Heritage Group pursuant to the Stockholders’ Agreement.

The Governance Committee and the Board regularly review the Board’s leadership structure to evaluate whether the structure remains appropriate for the Company.

The Board will periodically appoint a chair of the Board (the “Chair”). Both independent and management directors, including the CEO, are eligible for appointment as the Chair. The Company will appropriately disclose the name of the Chair and the method by which interested parties may contact the Chair or the independent directors as a group.

Currently, the Board Chair, Mr. Mawer, is not an independent director. Accordingly, the independent directors have appointed Ms. Twitchell to serve as the Board’s lead independent director. As the lead independent director, Ms. Twitchell has the responsibilities of: (a) presiding at meetings of the Board at which Mr. Mawer is not present, including executive sessions of the independent and non-management directors, as applicable; (b) coordinating with Mr. Mawer regarding information sent to the Board; (c) coordinating with Mr. Mawer regarding the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; (d) serving as liaison between Mr. Mawer and the independent directors; and (e) being available for consultation and communication with major stockholders upon request. Ms. Twitchell also has the authority to call executive sessions of the independent directors.

In recommending candidates for election to the Board, the Governance Committee considers the performance and qualifications of each potential nominee or candidate, not only for his or her individual strengths but also for his or her potential contribution to the Board as a group. In carrying out this responsibility, the Governance Committee also considers additional factors, such as business experience, expertise within industries and markets tangential or complementary to the Company’s industry, financial acumen, professional skills, demonstrated leadership experience, and the ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and committee meetings, and diversity of backgrounds and viewpoints. Additionally, pursuant to its charter, the Governance Committee evaluates and reviews with the Board the criteria for selecting new directors in the context of the current composition of the Board and its committees. The pool of new director candidates from which the Governance Committee recommends new director nominees includes highly qualified candidates with diverse backgrounds, viewpoints, skills, and experience.

The Governance Committee considers candidates for director nominees proposed by directors and stockholders. The Governance Committee may also from time to time retain one or more third-party search firms to identify suitable candidates.

If you would like to recommend to the Governance Committee a prospective candidate, please submit the candidate’s name and qualifications to: Gregory J. Morical, Senior Vice President, General Counsel & Secretary, Calumet, Inc., 1060 N Capitol Ave, Suite 6-401, Indianapolis, IN 46204-1044.

The Governance Committee will consider all candidates identified by the directors, the chief executive officer, stockholders, or third-party search firms through the processes described above, and will evaluate each of them, including incumbents and candidates nominated by stockholders, based on the same criteria.

The Governance Committee oversees the annual evaluation of the Board and its committees. Each year, the Governance Committee determines the format for the annual performance reviews, and the Chair of each Board committee is responsible for leading that committee’s performance review and the Chair is responsible for leading the Board’s performance review. The results of the reviews are reported to Mr. Boss, in his capacity as Chair of the Governance Committee, who in turn reports the results of the reviews to the entire Board. In addition to these reviews, Mr. Boss solicits comments and feedback from each director on the operation of the Board and the committees and areas for improvement.

Directors are expected to attend the annual meeting of stockholders absent unusual circumstances. Our 2025 Annual Meeting will be Calumet’s first annual meeting of stockholders following the completion of the Conversion.

The Board is actively engaged in risk oversight for the Company. Throughout the year, the Board’s committees, the Board and senior management discuss the areas of material risk to the Company. Risks are identified and evaluated quarterly as part of the Company’s disclosure controls and procedures, and, if material, disclosed in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

Our Board and its committees also engage third-party experts from time to time to help evaluate risks. For example, the Compensation Committee engages an independent compensation consultant to assist with the Company’s Compensation Risk Assessment.

 

 

The chart below shows selected areas of risk and which of the Board committees or the full Board receives regularly scheduled reports from senior management with respect to such area of risk.

The Company’s management conducts an annual enterprise risk assessment, which is performed under the oversight of the Risk Committee. The results of the assessment are presented to the Risk Committee. Specific risks related to areas of the Company that are within the purview of other Committees are specifically identified and communicated to those Committees. The risks identified in the annual enterprise risk assessment inform the topics to be addressed by each relevant Committee during the year.

The Board recognizes the importance of the effectiveness of the Company’s executive leaders for the Company’s success, and the Board is actively engaged in executive succession planning. The Board has delegated to the Governance Committee and Compensation Committee joint responsibility for reviewing and assessing the management development and succession planning process for the Chief Executive Officer and senior executives and reporting their findings to the Board. As part of the succession planning process, the Committees work closely with our management, including our Senior Vice President of Human Resources, to identify succession candidates for senior management other than the Chief Executive Officer. Although the Board retains responsibility for identifying succession candidates for the Chief Executive Officer, the Committees are charged with developing the processes and strategies to identify succession candidates.

Integrity is one of Calumet’s core values and guides our culture of compliance. The cornerstone of our Compliance and Ethics Program is our Code of Business Conduct and Ethics, which is applicable to directors, officers and employees. Our Code sets forth our commitment to high ethical standards, and all employees are required to annually acknowledge their commitment to comply with the Code. Employee certifications are monitored by the Corporate Compliance Officer, and certification status is presented regularly to the corporate Compliance Committee and to the Audit Committee of the Board of Directors. Individuals with overdue certifications are notified and reminded of their compliance obligations, and continuously overdue certifications are escalated to the appropriate supervisors.

We have adopted a written Code of Business Conduct and Ethics, which is posted on our Investor Relations website at https://calumet.investorroom.com/governance-documents. The Code of Conduct applies to all directors, officers, and employees.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our Investor Relations website within four business days under “Governance Documents” at https://calumet.investorroom.com/governance-documents.

Our Audit Committee has adopted a written policy (the “Related Person Transaction Policy”) on transactions with “Related Persons,” defined in the policy as any (1) person who is or was (since the beginning of the Company’s last completed fiscal year, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (2) greater than 5% beneficial owner of the Company’s common stock, or (3) the immediate family members of any of the foregoing. For purposes of the Related Person Transaction Policy, an “Interested Transaction” is defined as any transaction, arrangement, relationship, or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved since the beginning of the Company’s last completed fiscal year is or is expected to exceed $120,000 (including any periodic payments or installments due on or after the beginning of the Company’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon), (2) the Company or any of our subsidiaries is a participant, and (3) any Related Person has or will have a direct or indirect interest. The Audit Committee will review the material facts of all Interested Transactions that require the Audit Committee’s approval and either approve or disapprove of the entry into the Interested Transaction, taking into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in such Interested Transaction. If advance Audit Committee review and approval of an Interested Transaction requiring the Audit Committee’s approval is not feasible, then the Interested Transaction will be considered and, if the Audit Committee determines it to be appropriate, approved via ratification at the Audit Committee’s next regularly scheduled meeting. In addition, the policy provides standing pre-approval for certain types of transactions that the Audit Committee has reviewed and determined shall be deemed pre-approved.

There are no transactions required to be reported under Item 404(a) of Regulation S-K where the Related Person Transaction Policy did not require review, approval or ratification, or where the Related Person Transaction Policy was not followed, since January 1, 2024.

In connection with the Conversion, we entered into the Stockholders’ Agreement with The Heritage Group. The Stockholders’ Agreement gives The Heritage Group and its affiliates the right to designate a certain number of nominees for election to our Board so long as the Heritage Group does not sell below, or beneficially owns (directly or indirectly), as applicable, a specified percentage of our outstanding common stock. For additional information, please see “— Composition of our Board of Directors” above.

In connection with the Conversion, we entered into a registration rights agreement with The Heritage Group and its related trusts (the “Sponsor Parties”). The agreement contains provisions that require us to register, under the federal securities laws, the offer and resale of shares of our common stock held by the Sponsor Parties upon demand thereof. The agreement provides that no more than two times in any 12-month period, the Sponsor Parties may request to sell all or any portion of their registrable securities in an underwritten offering so long as the offering is reasonably expected to result in gross proceeds in an aggregate amount of at least $25 million. Under the agreement, we have also granted the Sponsor Parties customary “piggyback” registration rights. These registration rights are subject to certain conditions and limitations. We are generally obligated to pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

During 2024, we made ordinary course sales of certain specialty products to Monument Chemical, LLC (“Monument Chemical”), a specialty chemical company owned in part by The Heritage Group, one of the holders of more than 5% of our common stock, and Jennifer G. Straumins, one of our directors. Since January 1, 2024, we have made $0.1 million in purchases from Monument Chemical in 2024. The total sales made by us to Monument Chemical since January 1, 2024 are approximately $7.3 million. We anticipate that we will continue to buy products from and sell products to Monument Chemical in the future. We believe that the product prices and credit terms related to the purchases from and sales to Monument Chemical are comparable to prices and terms offered to non-affiliated third parties.

During 2024, we made ordinary course sales of certain fuel products to Asphalt Materials, a company in the asphalt formulation and manufacturing business owned in part by The Heritage Group. Since January 1, 2024, the total sales made by us to Asphalt Materials are approximately $0.5 million. We anticipate that we will continue to sell products to Asphalt Materials in the future. We believe that the product sales prices and credit terms offered to Asphalt Materials are comparable to prices and terms offered to non-affiliated third-party customers.

On January 6, 2012, the Partnership acquired all of the membership interests of TruSouth Oil, LLC (“TruSouth”). As part of the transaction, TruSouth, the Partnership and the sellers of TruSouth, which included The Heritage Group, entered into an Intellectual Property Rights Agreement dated January 6, 2012 (“IPRA”). In the IPRA, TruSouth (now known as Calumet Branded Products, LLC (“Calumet Branded”)) agreed to pay the sellers a royalty on each qualified gallon of engineered fuel sold to third parties. Since January 1, 2024, Calumet Branded has paid The Heritage Group a total of $0.9 million, in royalties under the IPRA.

Any stockholder who desires to contact the Board may do so electronically by sending an email to Gregory J. Morical, Senior Vice President, General Counsel & Secretary at [email protected]. Alternatively, a stockholder may contact the Board by writing to: Board of Directors, Calumet, Inc., 1060 N Capitol Ave., Suite 6-401, Indianapolis, IN 46204, Attention: Secretary. Communications received electronically or in writing are distributed to the Chair of the Board or other members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication received.

The current executive officers of Calumet are as follows:

This Compensation Discussion & Analysis describes the compensation elements, rationale, and policies for the following individuals, who are our named executive officers for the 2024 fiscal year:

The Compensation Committee of the Board oversees our compensation programs. The Company maintains compensation and benefits programs designed to allow us to attract, motivate, and retain the best possible employees, including executive compensation programs designed to reward the achievement of both short-term and long-term goals necessary to promote growth and generate positive shareholder returns. Our executive compensation programs are based on a pay-for-performance philosophy. They include both long-term compensation under the Calumet, Inc. Amended and Restated Long-Term Incentive Plan (the “LTIP”) and short-term compensation, which, together with base salary and employee benefits, provide a total compensation package intended to be competitive with the companies with which we compete for executive talent.

Under their collective authority, the Compensation Committee and the Board maintain the right to develop and modify compensation programs and policies as they deem appropriate. Factors they may consider in making decisions to materially increase or decrease compensation include our overall financial and operational performance, our growth over time, changes in the complexity of our business operations as well as individual executive job scope, complexity, and performance, and changes in competitive compensation practices in our labor markets. In determining any forms of compensation other than the base salary for the senior executives, or in the case of the CEO, the recommendation to the Board of the forms of compensation for the CEO, the Compensation Committee considers our financial performance and relative shareholder return, the value of similar incentive awards to senior executives at comparable companies and the awards granted to senior executives in past years.

Calumet has reached a significant milestone in our transformation with the completion of our conversion from a Master Limited Partnership to a C-Corporation in July 2024. The Company’s common stock trades on Nasdaq. With this conversion completed, receipt of a transformational Department of Energy (“DOE”) Loan, and having established a new business in Montana Renewables,

Calumet is well-positioned to capitalize on new opportunities. As we look ahead, our focus remains on driving growth in our specialty products and renewables businesses while deleveraging our balance sheet through execution of key strategic priorities — including the evolution of our executive compensation design to support our next phase of value creation.

Following the conversion, the Compensation Committee worked with its independent consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”) , in the latter half of 2024 to develop a new incentive framework aligned with our new structure. Our focus was on supporting the Company’s long-term strategy, attracting and retaining top executive talent, and incorporating market best practices. As part of this effort, we established a formal compensation peer group to help ensure our programs remain competitive and aligned with prevailing industry standards. The following provides an overview of the changes to our annual and long-term incentive plans, effective in 2025, our first year as a publicly-traded C-Corporation, emphasizing performance-based incentives, stockholder alignment, and sustainable growth, as well as details on our newly established compensation peer group.

The Compensation Committee believes that a significant portion of our named executive officers’ cash compensation should be tied to our performance. Beginning in 2025, each of our named executive officers is eligible to receive an annual incentive award based on the following financial and operational performance criteria:

Once the annual award amount is calculated based on our financial and operational results, the Compensation Committee may adjust the earned amount based on the named executive officer’s individual contributions and influence on achievement of the relevant performance metrics. The Compensation Committee may adjust each named executive officer’s annual award payout by applying a multiplier in the range of +/- 20% against the initially-calculated payout.

Long-term incentive compensation is designed to align our named executive officers’ award opportunities with the long-term interests of our stockholders, as well as the Company’s long-term business strategy and leadership talent retention goals. For 2025, long-term equity incentives were granted using a mix of performance-based restricted stock units (PSUs) and time-based restricted stock units (RSUs), as follows:

Historically, as a Master Limited Partnership, the Compensation Committee considered various market factors when assessing executive compensation but did not maintain a formal peer group for setting compensation levels each year. To help inform decisions with respect to 2024 executive compensation, we evaluated the compensation programs of various companies, including: Albemarle Corporation, Cabot Corporation, CVR Energy, Inc., Delek US Holdings, Inc., Green Plains Inc., HF Sinclair Corporation, Huntsman Corporation, Ingevity Corporation, Innospec Inc., Koppers Holdings Inc., Marathon Petroleum Corporation, NextEra Energy, Inc., Olin Corporation, Par Pacific Holdings, Inc., PBF Energy Inc., Plains GP Holdings, Inc., SCW Industrials, Inc., Stepan Company, The Chemours Company, Valvoline Inc., and WD-40 Company (the “2024 Compensation Comparator Group”).

The new compensation peer group was composed of the following peer companies:

Our executive compensation programs are designed with the following primary objectives:

Our primary business objectives are to generate cash flows, reduce debt leverage, grow our business and increase shareholder value. As a result, Adjusted EBITDA was the primary measurement of performance taken into account in making 2024 compensation decisions, as we believe this represented the most comprehensive measurement of our ability to generate cash flows and recognized the integrated and collaborative effort required by the full executive team to maximize performance. As such, 2024 short-term compensation was based on Adjusted EBITDA performance, as well as achievement of business unit and individual performance objectives. The 2024 long-term compensation was also based on Adjusted EBITDA performance, and the achievement of critical performance objectives. Following our conversion to a C-Corporation in July 2024, Calumet has revisited our incentive program design to help ensure continued alignment with stockholder interests by emphasizing a broader set of key Company strategic initiatives. As a result, our 2025 compensation program described above now incorporates additional performance measurements, while continuing to use Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure that we define, consistent with the terms of our Credit Agreement and senior notes indentures. For more information on our use of Adjusted EBITDA, please see Part II, Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures” in our Annual Report on Form 10-K filed with the SEC on March 3, 2025 (our, “2024 Form 10-K”).

The Compensation Committee has primary responsibility for overseeing our executive compensation program. In general, the Compensation Committee recommends to the Board the compensation for our CEO and approves the compensation of the other named executive officers.

In 2024, the Compensation Committee engaged Pearl Meyer to be its independent compensation consultant and assist on matters relating to our executive compensation program pursuant to its authority under the Compensation Committee charter. Pearl Meyer provided services including a review and potential redesign of the annual and long-term incentive programs and other typical annual compensation and consulting services. The Compensation Committee determined that Pearl Meyer has the appropriate

independence and necessary skills, knowledge, industry expertise, and experience to provide such services and determined that such engagement did not raise any conflicts of interest. A representative of Pearl Meyer attends meetings of the Compensation Committee as requested. Pearl Meyer reports directly to the Compensation Committee.

In conjunction with the Senior Vice President — Human Resources of the Company, the CEO evaluates the performance of other named executive officers, as well as other members of management in the Company, against individual and business objectives. Based on the outcomes, the CEO makes recommendations to the Compensation Committee in regard to compensation for both named executive officers and other members of management of the Company.

In making determinations regarding the compensation elements for each named executive officer, the Compensation Committee considers the scope of responsibilities and experience and balances these against competitive salary levels and other components of the compensation. The Compensation Committee has the opportunity to meet with the named executive officers and does so at their own discretion at various times during the year, which allows the Compensation Committee to form its own assessment of each individual’s performance.

The total compensation and benefits program for our named executive officers consists of the following elements:

These elements are designed to constitute an integrated executive compensation structure meant to incentivize a high level of individual executive officer performance in line with our financial and operating goals.

Base salaries provide executives with a base level of income as consideration for fulfillment of the roles and responsibilities of their positions. The base salary levels are intended to assist in attracting and retaining the services of quality individuals who are essential for the growth and profitability of Calumet. Generally, changes in the base salary levels for our executive officers are reviewed on an annual basis by the Compensation Committee and are effective at the beginning of the following fiscal year. Each of our named executive officers, with the exception of Mr. Borgmann and Mr. Morical, received an annual merit increase during 2024, effective April 1, 2024. The base salary increases in 2024 for Mr. Borgmann and Mr. Morical were market driven to be nearer to the market median of the 2024 Compensation Comparator Group. The table below sets forth each named executive officer’s base salary as of the end of the 2023 and 2024 fiscal years:

We provide short-term cash bonus awards to named executive officers under our annual cash incentive plan (the “Cash Incentive Plan”). These awards are designed to incentivize executives in meeting financial performance, operational, and strategic objectives on an annual basis.

The Compensation Committee determines each named executive officer’s target cash bonus award at the beginning of the year, expressed as a percentage of each named executive officer’s base salary actually earned, after considering each officer’s position, performance, and comparable amounts paid to equivalent level positions in the Compensation Comparator Group. The following table sets forth each named executive officer’s minimum, target and stretch cash bonus award opportunities for 2024 all as a percentage of each named executive officer’s base salary. Such bonus targets (as a percentage of base salary) were unchanged from those set for fiscal 2023.

As in prior years, funding of our cash bonus awards for 2024 was based on the achievement of Adjusted EBITDA and business unit performance targets. As described above, Adjusted EBITDA represented the most comprehensive measurement of our ability to generate cash flows and grow our business, and as a result, the Compensation Committee believes that use of Adjusted EBITDA under our compensation programs establishes a direct link between executive compensation and our financial performance. At the recommendation of the Compensation Committee, the Board approved the minimum, target and stretch levels of Adjusted EBITDA for 2024 based on budgets prepared by management after consideration of the specific circumstances we expected to face during 2024. No cash bonus awards would be paid for 2024 if Adjusted EBITDA fell below the minimum performance level

established by the Board, and performance between the minimum and target levels or between the target and stretch levels would result in an interpolated payout. However, regardless of our actual Adjusted EBITDA results, our Compensation Committee and Board may exercise discretion to pay cash bonuses at higher or lower levels than those payable under the formulaic approach described above, based on additional factors deemed by the Compensation Committee and Board to be relevant to such determination. The table below sets forth the minimum, target and stretch levels of Adjusted EBITDA for 2024 under our short-term cash bonus program, with target performance requiring over 30% growth from 2023 actual results. The table below also includes our actual Adjusted EBITDA results, which came in below the minimum threshold performance level under the Cash Incentive Plan.

The 2024 cash bonus awards for our named executive officers were also based on the achievement of operational, strategic, business unit performance, and individual performance goals. Individual performance objectives for Mr. Borgmann were determined by the Board while the individual performance objectives for Messrs. Lunin, Fleming, Obermeier and Morical were recommended by the chief executive officer and approved by the Compensation Committee. Individual performance objectives are specific to each officer’s position and are set at the beginning of the fiscal year.

Criteria used to measure an individual’s performance may include assessment of objective criteria (e.g., execution of projects, improving profitability, or timely completing an acquisition or divestiture) as well as qualitative factors such as the executive’s ability to lead, ability to communicate, and successful adherence to our stated values (i.e., commitment to safety, teamwork, ownership, passion for customers, and excellence). There are no specific weights assigned to these various elements of performance.

We did not achieve the minimum Adjusted EBITDA goal for 2024. Despite not achieving the minimum Adjusted EBITDA goal, the Compensation Committee and Board considered, amongst other things, the achievement of key strategic business objectives, including the completion of the C-Corp Conversion transaction, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities, and approved bonus payments for all eligible employees, including the following bonus payments for each of our following executive officers:

In fiscal year 2024, the Compensation Committee established a minimum, target and stretch long-term incentive (LTI) award opportunity for each named executive officer, expressed as a percentage of each named executive officer’s base salary as of the end of the fiscal year as shown below, after considering each officer’s position, performance, and comparable amounts paid to equivalent level positions in the Compensation Comparator Group. Such LTI targets (as a percentage of base salary) were unchanged from those set for fiscal 2023 for each of our named executive officers other than the CEO. Upon the recommendation of the Compensation Committee, our Board increased Mr. Borgmann’s LTI award opportunity in order to better align his total target compensation opportunity to market practices, while more heavily weighting potential equity components of his total pay.

Our 2024 LTI award program provided each named executive officer with the opportunity to receive a grant of restricted stock units under the LTIP based on our Adjusted EBITDA performance and achievement of individual performance objectives, as described above. The dollar amount earned under the 2024 LTI award program based on performance is converted into a number of restricted stock units based on the closing price of our common shares on the date the restricted stock units are issued. The restricted stock units are granted under the LTIP and vest on the third anniversary of the date of grant. Following vesting, the restricted stock units are settled in common shares (or the cash equivalent). Because of the three-year cliff vesting, we believe restricted stock units establish a direct link between executive compensation and the interests of our shareholders, serve as a strong retention incentive and reinforce unit ownership levels among our executives.

However, as a result of the Company’s Adjusted EBITDA performance falling below the minimum threshold for 2024, no annual equity-based awards under the Long-Term Incentive Plan for our named executive officers were approved by the Compensation Committee for the 2024 performance year.

Despite not meeting the minimum Adjusted EBITDA goal for 2024, the Compensation Committee and Board considered, amongst other things, the achievement of key strategic business objectives, including the completion of the C-Corp Conversion transaction, receiving a conditional commitment of the DOE Loan (with Tranche 1 funding of the DOE Loan received in early 2025), record setting safety performance and significant improvements in key operational, reliability, and cost reduction measures at many of our facilities, and approved LTIP awards at target amounts for all eligible employees, including each of our executive officers. These LTIP awards were granted in 2025, and as such, will be reported as 2025 compensation in our 2025 Summary Compensation Table.

The equity-based awards granted to Mr. Lunin in 2024 were awarded under the Long-Term Incentive Plan at the judgment of the Compensation Committee in connection with his assumption of the CFO role.

We offer a variety of health and welfare benefits to all eligible employees of the Company. These benefits are consistent with the types of benefits provided by our peer group and are provided to maintain a competitive position in terms of attracting and retaining executive officers and other employees. In addition, the health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. The executive officers generally are eligible for the same benefit programs on the same basis as the rest of our employees. Our U.S. health and welfare programs include medical, pharmacy, dental, life and accidental death and dismemberment insurance coverages.

In addition, all U.S.-based employees working over 30 hours per week are eligible for long-term disability coverage. As structured, these combined long-term disability benefits will pay 60% of monthly earnings, as defined by the policy, up to a maximum of $15,000 per month during a period of continuing disability up to normal retirement age, as defined by the policy.

We maintain the Calumet GP, LLC Retirement Savings Plan (the “401(k) Plan”) to assist our U.S.-based eligible officers and employees in saving for their retirement. Our executive officers participate in the 401(k) Plan on the same terms as other eligible employees. We match 100% of participant contributions up to 4% of the participant’s eligible compensation, and 50% of each additional 1% of eligible compensation contributed up to 6% of the participant’s eligible compensation, for a maximum contribution by us of up to 5% of eligible compensation contributed per participant.

We provide our named executive officers with limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation programs and philosophy. These benefits are provided to enable us to attract and retain these executives. Decisions made with respect to this compensation element do not significantly factor into or affect decisions made with respect to other compensation elements.

Each executive officer is provided with all, or certain of, the following benefits as a supplement to their other compensation:

The Compensation Committee periodically reviews the perquisite program to determine if adjustments are appropriate.

The LTIP includes provisions that address the potential need to recover awards granted under that plan. In addition, we maintain our Policy Governing the Recovery of Certain Incentive Compensation (the “Policy”), a clawback policy that is intended to comply with the requirements of Nasdaq Stock Market Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities law, we will recover the excess incentive-based compensation received by any covered executive, including our named executive officers, on or after October 2, 2023 and during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

While we have not adopted any security ownership requirements or policies for our executives, our executive compensation programs foster the enhancement of executives’ equity ownership through long-term share-based awards under the LTIP. For a listing of security ownership by our named executive officers, please see “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” below. The Board has adopted the Company’s Insider Trading Policy (the “Insider Trading Policy”). Our Insider Trading Policy prohibits our directors and employees (including our executives) from (i) trading in our securities, including derivative securities, while aware of material non-public information or (ii) disclosing material non-public information to unauthorized persons outside of the Company. In addition, under our Insider Trading Policy, our directors and executives may only trade in our securities during approved trading windows after our General Counsel has pre-approved the trade.

We believe that our Insider Trading Policy and procedures governing the purchase, sale, and other dispositions of their securities by directors, officers, and employees, or the Company itself are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Our Insider Trading Policy also prohibits our directors and employees (including our executives) from engaging in short sales of the Company’s securities. In addition, all directors and employees (including our executives) may not engage in any hedging transactions in the Company’s securities and may not pledge the Company’s securities or include the Company’s securities in a margin account.

As of December 31, 2024, there were no active employment agreements between the Company and any of our executive officers. We provide offer letters to newly hired or promoted employees that set forth the general terms of their employment with us as of the offer letter date, which do not provide for severance, change in control, or other post-termination benefits.

We maintain a Change of Control Protection Plan, which provides for severance payments and benefits to certain employees (including the named executive officers) who experience a qualifying termination of employment in connection with a change in control. For more information on this plan, refer to the “Potential Payments Upon Termination or Change in Control” section below.

Our compensation policies and practices are designed to provide rewards for achieving financial, operational, and strategic objectives that will support the growth and profitability of our business. Currently, our incentive compensation programs are based on performance, at the Company and business unit level, relative to goals we set for Adjusted EBITDA. In our assessment of risk related to such use of a single financial performance metric, we considered the relative difficulty for any employee to engage in an undue amount of risk-taking activity with a result that would be reasonably likely to have a material adverse effect on us due to the breadth and scope of activities, both operational and financial, across that organization that are captured in the calculation of Adjusted EBITDA. Also, we considered the current approval controls that exist to mitigate against excessive risk-taking that might impact Adjusted EBITDA and, in turn, our compensation programs. For example, we have specific approval policies related to the entry into derivative instruments, material commercial agreements and material capital expenditures. In addition, our full Board, including its various committees, regularly assesses our key risk areas to monitor the impacts of such risks on our financial performance. Further, we considered the design of our incentive compensation programs, noting that the inclusion of both short-term cash incentive awards and long-term share based awards further align the interest our employees and our stockholders. As a result of these considerations, we have concluded that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

The Compensation Committee of the Company has reviewed and discussed our Compensation Discussion & Analysis with management. Based upon such review, the related discussion with management and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that our Compensation Discussion & Analysis be included in the Company’s Annual Proxy Statement.

The members of our Compensation Committee are Daniel L. Sheets, Amy M. Schumacher, and Paul C. Raymond III, who are all members of the Board. Please refer to the “Certain Relationships and Related Transactions” section above for descriptions of our transactions in fiscal year 2024 with certain entities related to Ms. Schumacher. No executive officer of the Company served as a member of the Compensation Committee of another entity that had an executive officer serving as a member of our Board or Compensation Committee.

The following table sets forth the annual compensation earned by or granted to our named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022. Mr. Lunin was appointed as Chief Financial Officer effective January 1, 2024 and was not a named executive officer prior to 2024.