Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2021, Icahn Enterprises L.P. (“Icahn Enterprises”)
entered into an offer letter (the “offer letter”) with David Willetts pursuant to which Mr. Willetts will serve as the Chief
Financial Officer of Icahn Enterprises, Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) and Icahn Enterprises
G.P. Inc. (“Icahn Enterprises GP”), the general partner of Icahn Enterprises and Icahn Enterprises Holdings, with a start
date on or around June 14, 2021 (the “effective date”).
During his term of employment, Mr. Willetts will be paid a base salary
at the rate of $650,000 per annum. Mr. Willetts will be eligible to receive an annual discretionary cash bonus with a target amount of
$1,550,000 (including a pro-rata amount for calendar year 2021).
In addition, in the event that Mr. Willetts’ employment
is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time, he shall be entitled to a
pro-rata cash bonus of the target bonus amount for the calendar year of the termination (or, if greater, 50% of his annualized base salary
in the event of his termination without “cause” prior to December 31, 2021).
Mr. Willetts has served as a Managing Director at AlixPartners, a global
consulting firm which specializes in improving corporate financial and operational performance and executing corporate turnarounds, since
2012. Mr. Willetts has worked with private equity firms and public companies in the industrial, automotive, consumer products, retail
and energy sectors. Prior to 2012, Mr. Willetts was a senior operating executive at Cerberus Capital Management, LP for eight years, serving
in multiple financial and operating roles including CFO, divisional CEO and lead executive restructuring roles within Cerberus’
operating companies. Prior to 2005, Mr. Willetts was employed at General Electric in progressive finance executive roles within GE’s
Corporate Audit Staff and industrial business units, including as the CFO of GE Lighting Systems and CFO of GE C&I Lighting, North
America. Mr. Willetts graduated from Franklin and Marshall College in 1997 Summa Cum Laude, with a B.A. in business, with a double concentration
in accounting and finance.
Mr. Willetts will succeed SungHwan Cho as Chief Financial Officer.
Mr. Willetts will also be appointed as a member of the Board of Directors of Icahn Enterprises GP (the “Board of Directors”)
effective upon the effective date. The previously announced resignation of SungHwan Cho as Chief Financial Officer and a member of the
Board of Directors will be effective on the effective date.
Other than as described herein, there are no arrangements or understandings
between Mr. Willetts and any other persons pursuant to which he was selected as Chief Financial Officer and as a director of the Board
of Directors, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
The foregoing description of the terms of the offer letter does not
purport to be complete and is qualified in its entirety by reference to the offer letter between Mr. Willetts and Icahn Enterprises, which
is filed as Exhibit 10.1 hereto and is incorporated by reference herein.