SEC Form DEF 14A filed by Calumet Inc.

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You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Calumet, Inc. (“we,” “our,” “us,” or the “Company”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2026 on June 2, 2026, at 9:00 a.m. ET. 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 2025 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.

 

 

 

2025 was a defining year for Calumet. Throughout the year, we materially reduced financial risk, strengthened our balance sheet and positioned the company for its next phase of growth. Highlights include:

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2026 on June 2, 2026, 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 II director nominee.

 

In 2025, we introduced a redesigned executive compensation program, aligning pay more directly with performance, shareholder returns, and strategic priorities. Our executive compensation program is designed to attract and retain talented leaders, reinforce accountability for results (both company-wide and on an individual basis), reward execution of our strategic plan, and align leadership with the interests of our stockholders. In particular, the program is designed with the following primary objectives:

For 2025, our program was comprised of three primary elements: base salary, annual incentives, and long-term equity incentives. Annual Incentives were subject to achievement of a balanced mix of financial (Adjusted EBITDA with Tax Attributes, weighted 60%) and operational (safety, cost management, reliability, and strategic priorities, collectively weighted 40%) metrics, with a Free Cash Flow threshold and individual performance modifier to further align pay outcomes with performance and stockholder interests. Actual annual incentive awards for the named executive officers were approved at levels ranging from 78% to 130% of target. For 2025, long-term incentive awards were delivered 50% in performance share units (PSUs) and 50% in time-based restricted stock units (RSUs). The PSUs are intended to balance near-term execution priorities with longer-term value drivers through the three metrics: (1) Relative TSR (33%), measured over a three-year period (2025–2027) versus the S&P SmallCap 600 Index; (2) Net Deleveraging (33%), based on performance in 2025; and (3) Strategic Initiatives (33%), also assessed for 2025 through a qualitative evaluation of key milestones. Earned PSUs remain subject to continued service through December 31, 2027, with payouts ranging from 0% to 150% of target (capped at 100% if absolute TSR is negative). To promote retention and shareholder alignment, RSUs cliff-vest subject to continued service through the third anniversary of the grant date.

For more information on our compensation programs, please refer to the Compensation Discussion & Analysis beginning on page 29.

The following table presents fees billed (in millions) for professional services rendered by Grant Thornton LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2025 and December 31, 2024, respectively.

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. Sajkowski, Ms. Schumacher, Mr. Raymond, Ms. Straumins, Mr. Boss, Ms. Narwold, Mr. Quintana and Ms. Twitchell. In addition, the Board has affirmatively determined that Mr. Sanders qualifies as an independent director. The Board previously determined that both James S. Carter and Daniel L. Sheets, who retired from the Board at the 2025 Annual Meeting, were independent during the time they served on the Board during 2025. 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 each 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.

The Governance Committee seeks to ensure that the Board’s composition reflects the Company’s evolving strategic priorities, including the growth of its renewable fuels platform, execution of capital-efficient expansion initiatives, and continued focus on balance sheet strength and free cash flow generation. In evaluating director nominees, the Committee considers the extent to which individual directors bring relevant experience in areas such as energy and refining operations, capital markets and strategic financing, operational execution, and strategic transformation. The Committee also considers the importance of maintaining a mix of complementary skills and perspectives that will support the Company’s strategy over time. This approach supports the Board’s ability to provide effective oversight of the Company’s long-term strategy and value creation objectives. The Board’s composition reflects strong alignment with the Company’s operational, financial, and industry priorities and the Governance Committee remains focused on continuing to evolve the Board’s collective skills and experience over time to reflect the Company’s strategic direction and the broader operating environment.

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 of our legal structure from a Master Limited Partnership to a C-Corporation in July 2024 (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 at least 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”). All 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 evaluates each nominee based on individual qualifications and the overall composition, effectiveness, and evolving needs of the Board. In doing so, the Committee considers a range of factors, including business experience, expertise in industries and markets relevant or complementary to the Company, financial acumen, professional skills, demonstrated leadership, and the ability and willingness to devote sufficient time to Board responsibilities, including meeting attendance. The Committee also considers diversity of backgrounds, perspectives, and experiences as part of its holistic evaluation process.

Consistent with its charter, the Governance Committee regularly reviews with the Board the criteria for director selection in light of the Board’s current composition and committee needs, as well as anticipated future priorities. The Committee seeks to identify highly qualified candidates who collectively enhance the Board’s breadth of skills, experience, and perspectives.

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.

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 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 review process is led by Ms. Narwold, in her capacity as the Chair of the Governance Committee. As part of the review process, Ms. Narwold solicits comments and feedback from each director on the operation of the Board and the committees, as well as areas for improvement. Ms. Narwold reports the results of the review for each Board committee to the applicable committee Chair and reports the results of the review for the full Board to Mr. Mawer, in his capacity as Board Chair. The Chair of each Board committee then reviews the results of the committee’s performance review with the other members of the committee and Mr. Mawer reviews the results of the Board’s performance review with the full Board.

Directors are expected to attend the annual meeting of stockholders absent unusual circumstances. All of our then-serving directors attended our 2025 Annual Meeting.

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 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. As detailed in our Code, we encourage employees to speak up promptly if there is any reason to suspect that anyone at Calumet has violated Company policies or applicable law. Among the resources we maintain is the Calumet Ethics Helpline, which operates 24 hours a day, seven days a week. Reports to the helpline are confidential and users may remain anonymous. Calumet does not tolerate any form of retaliation for reports made in good faith.

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.

Since January 1, 2025, there have been 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.

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 2025, 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, 2025, we have made no purchases from Monument Chemical and the total sales made by us to Monument Chemical are approximately $5.8 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 2025, 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, 2025, the total sales made by us to Asphalt Materials are approximately $0.6 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.

During 2025, we made payments to The Heritage Group and Jennifer Straumins under an intellectual property rights agreement. Since January 1, 2025, the total payments by us to The Heritage Group and Ms. Straumins under this agreement were approximately $0.9 million and $0.2 million, respectively. We anticipate that we will continue to sell products that are covered by this intellectual property rights agreement in the future and continue to make similar payments to The Heritage Group and Ms. Straumins.

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 2025 fiscal year:

Calumet is a diversified specialty products manufacturer and renewable fuels innovator, operating across North America. Our specialties business produces and markets the industry’s most diverse slate of specialty products, including lubricants, solvents, waxes, food-grade and pharmaceutical products, and finished branded products. Our renewables platform is underpinned by a geographically advantaged renewable diesel offering and an early mover advantage in sustainable aviation fuel. On July 10, 2024, we completed our conversion from a master limited partnership to a C-corporation, a milestone that has strengthened our governance, broadened our investor base, and positioned us for our next phase of growth. Our Montana Renewables business is driving a buildout of renewable fuel capacity, backed by a $1.44 billion DOE loan facility with first funding received in February 2025, which positions us to become one of the world’s largest producers of sustainable aviation fuel.

In 2025, we also introduced a redesigned executive compensation program, earning strong stockholder support and aligning pay more directly with performance, shareholder returns, and strategic priorities. With deep industry experience in our executive team and a disciplined approach to capital allocation, Calumet is focused on delivering sustainable earnings growth, deleveraging, and creating long-term stockholder value.

During 2025, Calumet delivered improved financial and operational performance while advancing key strategic initiatives intended to strengthen the Company’s competitive positioning and balance sheet. The Company generated Adjusted EBITDA with Tax Attributes of $293.3 million,¹ representing an increase of approximately 28% compared to the prior year. Revenue for the year totaled $4.1 billion. These results reflected improved operational execution, underpinned by enhanced production volumes and cost reductions, and continued results from our commercial excellence engine.

We made continued progress on balance sheet improvement, reducing restricted group debt by more than $220 million during 2025. This deleveraging was driven by improved operating performance, strategic execution and capital discipline. Operationally, the Company achieved record production levels in its Specialties business and executed approximately $100 million of Company-wide cost reduction initiatives. These efforts were supported by enhanced commercial excellence capabilities and reliability initiatives, which collectively drove approximately 1.3 million barrels of incremental annual production. Together, these improvements position the Company to continue strengthening free cash flow generation and deleveraging over time.

We continued to maintain our diversified product portfolio, selling more than 1,900 specialty and fuels products to approximately 2,400 customers during 2025. Management believes the breadth of this offering provides a competitive advantage in serving large, strategic customers while enabling participation in attractive niche markets. In addition, Montana Renewables, LLC (“Montana Renewables”), an unrestricted subsidiary of Calumet, achieved several meaningful milestones during 2025. Montana Renewables received the first tranche of funding under its Loan Guarantee Agreement with the U.S. Department of Energy, further supporting the Company’s renewable fuels strategy and balance sheet objectives.

During the year, the Company identified a more capital-efficient and accelerated approach to scaling the Montana Renewables business through its MaxSAF™ 150 expansion, which is expected to significantly expand sustainable aviation fuel (“SAF”) production capacity, while exercising capital discipline. Montana Renewables also demonstrated improved operational stability and cost performance during 2025. Management believes these developments further derisk the business and enhance its ability to contribute to long-term value creation as the Company evaluates next steps for the MaxSAF™ platform.

Together, these financial, operational, and strategic developments provided important context for the Compensation Committee’s evaluation of executive performance in 2025. In assessing incentive outcomes, the Committee considered both financial results and key operational metrics, tailored towards operational excellence, cost improvement, deleveraging, and the advancement of key strategic initiatives imperative to driving long-term value creation for our shareholders. The following discussion describes how these considerations were reflected in the Company’s executive compensation decisions for 2025.

At our 2025 Annual Meeting, stockholders expressed overwhelming support for Calumet’s executive compensation program, with approximately 97% of votes cast in favor of our Say-on-Pay proposal. The Compensation Committee views this result as a strong endorsement of our pay-for-performance philosophy and remains committed to maintaining compensation programs that align leadership incentives with long-term stockholder value creation. The Committee will continue to consider the results of our future Say-on-Pay votes and other stockholder feedback when making future compensation decisions for our named executive officers.

Our program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our named executive officers to focus on long-term sustainable stockholder value creation. Below are key highlights of the executive compensation decisions the Compensation Committee made for fiscal year 2025:

Earned PSUs remain subject to continued service through December 31, 2027, with payouts ranging from 0% to 150% of target (capped at 100% if absolute TSR is negative). To promote retention and shareholder alignment, RSUs cliff-vest subject to continued service through the third anniversary of the grant date.

Separately, consistent with the Company’s historical incentive equity program and grant timing practice—and as disclosed in last year’s proxy statement—the Compensation Committee approved RSUs for 2024 performance in early 2025 (the “2024 RSUs”). These awards recognized the achievement of major strategic goals completed during 2024, the final year of partnership operations, most notably, conversion to a C-Corporation, receipt of the DOE Loan conditional commitment (with initial funding in early 2025), record-setting safety performance, and substantial operational and cost improvements across key facilities. The 2024 RSUs cliff-vest subject to continued service through the third anniversary of the grant date.

Under SEC reporting rules, both the 2024 RSUs (i.e., awards granted during 2025 in respect of 2024 performance) and the forward-looking 2025 annual long-term incentive awards are reported in the 2025 Summary Compensation Table. As a result, the aggregate value of “Stock Awards” shown for 2025 is higher than in prior years, as the amount reflects two distinct grants for different performance periods that overlapped in 2025 solely due to the evolution of our long-term incentive program design.

For 2026, the Compensation Committee enhanced the PSU design to further strengthen alignment with sustained financial performance and stockholder returns. PSUs will continue to represent 50% of the long-term equity incentive opportunity, with payouts ranging from 0% to 150% of target based on performance; however, two of the three metrics will now be measured over a three-year performance period. PSUs will vest based on the following measures:

RSUs continue to cliff vest after three years. This structure places greater emphasis on multi-year performance while maintaining retention and ownership alignment.

We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives.

Our executive compensation philosophy is grounded in supporting the Company’s strategic priorities and driving sustainable long-term stockholder value. We believe compensation should attract and retain talented leaders, reinforce accountability for results (both company-wide and on an individual basis), reward execution of our strategic plan, and align leadership with the interests of our stockholders.

As we entered 2025, our first year as a publicly traded C-Corporation, the Compensation Committee re-evaluated our executive compensation framework to ensure it supports our next phase of growth in specialty products and renewables and the continued deleveraging of our balance sheet. With the assistance of its independent consultant, Pearl Meyer & Partners (Pearl Meyer), the Committee established a new incentive structure and a formal peer group to ensure our programs are competitive, market-based, and aligned with stockholder interests. Building on this foundation, the Committee designed the new executive compensation program around four guiding objectives:

Together, these objectives form the foundation of our 2025 executive compensation program and are reflected in its key elements, as summarized below:

The charts below show the target annual total direct compensation of the CEO and the average of the other NEOs for fiscal year 2025. These charts illustrate that a majority of total target executive compensation is at risk, with 79% for the CEO and an average of 63% for the other NEOs at risk.

 

Role of Compensation Committee. The Compensation Committee, pursuant to its charter, available at https://calumet.investorroom.com/governance-documents, has primary responsibility for overseeing our executive compensation program. The Compensation Committee coordinates with the Governance Committee to evaluate the performance of our CEO and other named executive officers and either determines or recommends to the Board their compensation levels based on those evaluations. In addition, the Compensation Committee approves our executive compensation plans and policies, reviews our overall compensation philosophy and strategy, and is responsible for administering our equity incentive plan, including approval of award grants. All members of the Committee are independent under applicable SEC and Nasdaq rules.

Role of Management. In conjunction with the Company’s Senior Vice President — Human Resources, the CEO evaluates the performance of the other named executive officers against individual and business objectives. Based on these evaluations, the CEO makes compensation recommendations to the Compensation Committee. In making determinations about compensation levels for each named executive officer, the Compensation Committee considers the officer’s role, scope of responsibilities and experience, and balances these against competitive salary levels and other components of the compensation. The Compensation Committee also meets with the named executive officers, at its discretion, during the year, which provides an opportunity to form its own independent assessment of each individual’s performance. The CEO does not participate in deliberations regarding his own compensation.

Role of Compensation Consultant. In 2025, 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. The Compensation Committee assessed the independence of Pearl Meyer under applicable SEC and Nasdaq rules and determined that its engagement did not present any conflicts of interest.

The Role of the Compensation Peer Group. With our transition to a C-Corporation, the Compensation Committee recognized the need for a more systematic approach to evaluating market competitiveness, and in the fall of 2024, with the assistance of Pearl Meyer, established a formal compensation peer group of 21 companies for the purpose of setting executive compensation levels for 2025. The companies included in the peer group were carefully reviewed and selected based on the following criteria:

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

Base salaries provide executives with a fixed level of cash compensation in consideration for the scope of responsibilities associated with their positions and are intended to support the attraction and retention of leaders critical to Calumet’s success. The Compensation Committee reviews executive base salaries annually, with adjustments generally effective April 1^st of the following fiscal year; however, the Committee may also approve off-cycle adjustments to reflect changes in market conditions, compensation structure, or role scope.

During 2025, the Compensation Committee undertook a broader review of executive base salaries in light of evolving leadership responsibilities and the Committee’s focus on maintaining an appropriate balance between fixed and at-risk compensation. As part of this review, all of the named executive officers received a 3% merit increase, effective April 1, 2025, reflecting individual performance and general market movement within the 2025 compensation peer group.

In addition to these merit increases, the Compensation Committee approved targeted salary adjustments for certain executives to address specific market, structural, or role-related considerations. Mr. Borgmann’s base salary was increased to better align the Chief Executive Officer’s compensation with market median levels for comparable roles within the 2025 compensation peer group. For Mr. Fleming, the Committee approved a base salary increase as part of a broader pay mix realignment designed to better balance fixed compensation and incentive opportunities while maintaining his overall total direct compensation opportunity. This action included a reduction in Mr. Fleming’s target annual incentive opportunity, an increase in his long-term incentive opportunity, and a corresponding increase in base salary. Separately, in November 2025, the Board approved Mr. Obermeier’s promotion to President of the Specialties Business. In connection with this promotion and the associated increase in scope, responsibility, and leadership accountability, Mr. Obermeier’s base salary was increased to reflect the expanded role.

As a result of these actions, each named executive officer’s base salary increased during 2025, with changes reflecting a combination of merit-based adjustments, market alignment, compensation structure considerations, and changes in role scope, as summarized in the table below:

We provide short-term cash incentive 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.

2025 Target Award Opportunity. Target annual incentive opportunities are established at the beginning of each year, expressed as a percentage of base salary, considering each executive’s role, performance, and levels of pay competitive with the market for comparable positions. Actual annual incentive award payouts are calculated based on actual salary earned from January 1 through December 31, 2025. Incentive opportunities based on financial goals are capped at 200% of target and those based on operational goals are capped at 100% of target.

For 2025, the Compensation Committee reduced the target award opportunities for Messrs. Borgmann and Fleming to 100% of base salary, compared to 150% in the prior year, to better align with the objectives of the Cash Incentive Plan and to achieve a more balanced mix of short- and long-term incentives. Targets for Messrs. Lunin and Obermeier remain at 100% of base salary, and Mr. Morical’s target remains at 80% of base salary. Target award opportunities for 2025 are listed in the table below:

Performance Metrics. The Compensation Committee designed the Company’s annual incentives to reinforce accountability for performance at both the enterprise level and the business unit level, while balancing financial results with disciplined operational execution. For 2025, annual incentive performance was based on a combination of financial performance (60%) and operational performance (40%), aligned to each named executive officer’s scope of responsibility. The operational performance component was further allocated among specific operational and strategic categories that the Compensation Committee believes are critical to safe, reliable, and efficient execution of the Company’s strategy. Performance under both the financial and operational components was subject to the achievement of a threshold Free Cash Flow goal, reinforcing the importance of liquidity and capital discipline.

The table below summarizes the performance metrics used for 2025, their relative weightings, and the rationale and payout opportunity for each metric.

While each of the categories in operational performance are measured separately, the total operational performance portion is paid out between 0–100%. 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.

2025 Financial Performance Goals and Results. The financial component of annual incentives was based on Adjusted EBITDA with Tax Attributes, measured against approved minimum, target, and maximum performance levels. Performance was evaluated at both the consolidated Company level and the business unit level for the Montana Business and the Specialties Business.

To align incentive outcomes with executive accountability, the Compensation Committee applied role-based weightings to these performance measures. Executives with enterprise-wide responsibilities were evaluated based on a blended assessment of consolidated and business unit performance, while executives with primary responsibility for a specific business were evaluated with greater emphasis on that business unit’s results.

The following table shows the financial performance necessary to achieve minimum (50% payout), target (100% payout), and maximum (200% payout) annual incentive amounts, along with actual results for 2025:

2025 Operational Performance Goals and Results. Consistent with the operational framework described above, operational performance was evaluated at the Company-wide, corporate, or business unit level, as applicable, with strategic initiatives reflecting executive-specific priorities. The Compensation Committee assessed performance holistically and determined the final operational result as a percentage of target for each named executive officer.

In evaluating operational performance for 2025, the Compensation Committee assessed performance across the four operational categories and considered results holistically in light of each named executive officer’s role and areas of responsibility. Safety performance was evaluated on a Company-wide basis and did not meet expectations for the year. In contrast, performance in Reliability and Cost Management generally met or exceeded expectations, reflecting improvements in operational execution, cost discipline, and efficiency initiatives across the Company. Performance under the Strategic Initiatives category varied by executive, consistent with the role-specific nature of these objectives. In several cases, executives exceeded expectations through strong execution on strategic priorities, while in other cases progress was below expectations, reflecting the complexity, sequencing, and timing of certain initiatives. Taking these factors together, the Compensation Committee determined that overall operational performance outcomes appropriately reflected a year in which safety performance fell short of expectations, core operational execution improved, and strategic execution produced mixed results. As a result, final operational performance outcomes for named executive officers were 95% of target.

Individual Modifier. After the annual award amount was determined based on financial and operational results, the Compensation Committee considered whether any adjustments were appropriate under the individual performance modifier. This feature allows the Committee to increase or decrease a named executive officer’s payout by up to 20% based on individual contributions and impact on performance outcomes. For 2025, the CEO recommended, and the Compensation Committee approved, individual modifiers of 0% to 17%. See “Annual Incentive Plan Payouts” below.

Annual Incentive Plan Payouts. Based on the financial and operational performance results described above, and subject to achievement of the Free Cash Flow threshold, the Compensation Committee determined annual incentive payouts for each named executive officer for 2025. Financial performance outcomes were applied using the role-based weightings described above, and operational performance outcomes reflected the Committee’s holistic assessment of performance against applicable operational and strategic priorities. After considering whether any adjustments were warranted under the individual performance modifier, the Compensation Committee approved annual incentive payouts at the levels shown below.