Calumet, Inc. /DE

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.

Class I Directors Nominees

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

C - Chair M - Member IND - Independent

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Board of Directors Snapshot

Corporate Governance Highlights

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Executive Compensation Highlights

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.

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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.

Principal Accountant Fees and Services

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.

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Conversion to Corporation

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.

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