CF Industries Holdings, Inc DEF 14A, filed Mar 25, 2025
CF Industries Holdings, Inc. (CF)
DEF 14A
2025-03-25
For: 2025-05-06
View Original
Added on
June 12, 2026
About this DEF 14A
CF Industries Holdings, Inc filed this DEF 14A on March 25, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
(Amendment No. )
| | Filed by the Registrant ☒ | | |||
| | Filed by a Party other than the Registrant ☐ | | |||
| | Check the appropriate box: | | |||
| | ☐ | | | Preliminary Proxy Statement | |
| | ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| | ☒ | | | Definitive Proxy Statement | |
| | ☐ | | | Definitive Additional Materials | |
| | ☐ | | | Soliciting Material Pursuant to §240.14a-12 | |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | Payment of Filing Fee (Check all boxes that apply): | | |||
| | ☒ | | | No fee required. | |
| | ☐ | | | Fee paid previously with preliminary materials. | |
| | ☐ | | |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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March 25, 2025
To Our Shareholders:
On behalf of your Board of Directors, it is our privilege to invite you to attend the 2025 annual meeting of shareholders of CF Industries Holdings, Inc. to be held virtually on Tuesday, May 6, 2025, at 10:00 a.m. Central time. At the annual meeting, shareholders will vote on the matters set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement and any other business matters properly brought before the annual meeting. Whether or not you are able to attend the annual meeting, we encourage you to read the enclosed materials and submit your proxy.
2024 Performance
CF Industries’ performance in 2024 reflected strong execution by the CF Industries team against the backdrop of constructive global nitrogen industry conditions. Net earnings attributable to common stockholders for the year were $1.22 billion, or $6.74 per diluted share, EBITDA(1) was $2.33 billion and adjusted EBITDA(1) was $2.28 billion.
Net cash from operating activities was $2.27 billion and free cash flow(2) was $1.45 billion. We returned approximately $1.9 billion to shareholders in 2024. This includes repurchasing 18.8 million shares for $1.5 billion, 10 percent of shares outstanding at the beginning of 2024, and $364 million in dividend payments to shareholders.
We also advanced key strategic initiatives during the year. This includes successfully integrating the Waggaman ammonia production facility, which we acquired in December 2023, into our network. Additionally, commissioning activities have begun at our landmark carbon capture and sequestration (CCS) project at our Donaldsonville, Louisiana, Complex. Sequestration and generation of 45Q tax credits is expected to start in 2025.
Strategic Focus
Our approach to operating CF Industries remains the same: we invest in the business to grow cash generation while returning excess cash to shareholders through dividends and share repurchases. We invest in the business in three ways: investing in high-return projects within our existing network, pursuing inorganic growth opportunities and developing disciplined growth initiatives in clean energy.
Our focus on clean energy aligns with our outlook for the global nitrogen industry over the long-term.
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We expect the global nitrogen supply-demand balance to tighten in the coming years as new ammonia capacity under construction is not sufficient to keep pace with demand for traditional applications.
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We believe customer and regulatory requirements will move the global industry towards manufacturing our products with a lower carbon intensity.
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There is emerging demand from energy-intensive industries, such as power generation and marine shipping, that have identified ammonia as a clean energy source due to the hydrogen atoms in a molecule of ammonia.
As a result, our strategy is to leverage our unique capabilities — high capacity utilization underpinned by outstanding safety performance, low-cost production base due to access to North
American natural gas, leading distribution and logistics capabilities, and disciplined stewardship of the business — to accelerate the world’s transition to clean energy.
Decarbonization of the Company’s ammonia production network is at the heart of this strategy. Producing ammonia with a low- carbon footprint, as opposed to traditional production processes, enables its use as a clean energy source as well as a low-carbon fertilizer. Today, we have decarbonization projects in-flight that will reduce our annual greenhouse gas emissions by up to 2.5 million tons of CO2-e annually. These projects do more than just enable us to meet our interim greenhouse gas emissions goals. Due to the 45Q carbon capture and sequestration tax credit, these projects will earn a rate of return above our cost of capital. These projects also differentiate our products in the marketplace, providing opportunities to earn a premium as downstream industries such as consumer packaged goods companies and ethanol producers seek to decarbonize their supply chains.
The Board and management share a commitment to a disciplined approach to clean energy growth initiatives. As we take substantial steps today to decarbonize our existing network, we are evaluating the construction of a greenfield low-carbon ammonia plant in Ascension Parish, Louisiana, with equity and offtake partners. This opportunity to grow our production network is supported by a tightening global nitrogen supply-demand balance and emerging demand for low-carbon ammonia for new applications. Our approach has included detailed front-end engineering and design studies of existing and new ammonia production technologies to ensure we can generate returns on a risk-adjusted basis above our cost of capital and further enhance the cash generation capability of the Company. For more information on the Company’s strategic focus on clean energy, please see the Proxy Statement Summary — Our Business and Strategy section.
Governance of CF Industries
The accompanying Proxy Statement describes CF Industries’ corporate governance policies and practices that foster the Board’s effective oversight of the Company’s business strategies and practices. We believe the Board’s leadership structure and the variety of experience and skills of our directors has been, and continues to be, critical to our success.
Our 13 director nominees offer a broad set of qualifications and perspectives and possess a wealth of leadership and professional experience, which contributes to the board’s effectiveness through its oversight of strategy and risk management, as well as providing guidance that positions the Company for long-term success. Of the 13 board nominees, 11 are independent, which includes our Chairman of the Board and all committee chairs and members. Over half of the members of the Board have joined since 2017.
A Bright Future
Investing in the business to grow cash generation, while at the same time deploying capital for our quarterly dividend and to reduce the outstanding share count, has served our long-term shareholders well. Our total shareholder return (share price appreciation plus reinvested dividends) has exceeded our peer group on a 1-, 3-, 5-, 7- and 10-year basis and exceeded the Dow Jones U.S. Commodity Chemicals Index on a 1-, 3-, 5- and 7-year basis and the S&P 500 on a 5-year basis, with similar returns on a 3- and 7-year basis.
We believe CF Industries is well-positioned to build on this track record. We consistently deliver outstanding operational performance, generate superior cash flow compared to our peers and have a disciplined growth platform. Taken together, we are confident in the Company’s long-term cash generation outlook and our ability to continue to create significant shareholder value in the years ahead.
Thank you for your continued trust in CF Industries. We look forward to discussing our corporate performance in 2024 and our strategy and vision for the future when we gather virtually for our annual meeting on May 6, 2025.
Sincerely,
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Stephen J. Hagge
Chair of the Board |
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W. Anthony Will
President and Chief Executive Officer |
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(1)
EBITDA is defined as net earnings attributable to common stockholders plus interest expense(income) — net, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures.
(2)
Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interest. See Appendix A for a reconciliation of free cash flow to the most directly comparable GAAP measure.
2375 Waterview Drive
Northbrook, IL 60062
Tel: 847.405.2400
cfindustries.com
Northbrook, IL 60062
Tel: 847.405.2400
cfindustries.com
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
SHAREHOLDERS
| | Date and Time: | | | Tuesday, May 6, 2025, at 10:00 a.m., Central time | |
| | Virtual Meeting: | | | The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be conducted virtually at www.virtualshareholdermeeting.com/CF2025 | |
| | Items of Business: | | | At the Annual Meeting, shareholders will be asked to: | |
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elect the thirteen director nominees named in the accompanying Proxy Statement;
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consider and approve an advisory resolution regarding the compensation of our named executive officers (“Say on Pay”);
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ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025;
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act upon one shareholder proposal regarding shareholder approval requirement for excessive golden parachutes, if properly presented at the Annual Meeting; and
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consider any other business properly brought before the Annual Meeting.
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| | Record Date: | | |
You may vote at the Annual Meeting if you were a shareholder of record of our company as of the close of business on March 13, 2025.
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| | Meeting Details: | | | To attend, and to vote and submit questions during, the Annual Meeting, visit www.virtualshareholdermeeting.com/CF2025 and enter the 16-digit control number on your Notice of Internet Availability of Proxy Materials or your proxy card. Additional information regarding the Annual Meeting, including procedures for attending and participating in the virtual meeting, can be found on page 110. | |
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Internet Availability of Proxy Materials:
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| | Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on Tuesday, May 6, 2025: Our Proxy Statement and 2024 Annual Report are available free of charge at www.proxyvote.com. | |
Your vote is important. Please vote your shares promptly so that your shares will be represented whether or not you attend the Annual Meeting. To vote your shares, you may use the Internet as described on your Notice of Internet Availability of Proxy Materials or your proxy card, call the toll-free telephone number listed on your proxy card or complete, sign, date, and return your proxy card. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.
By order of the board of directors,
Michael P. McGrane
Vice President, General Counsel, and Secretary
March 25, 2025
Vice President, General Counsel, and Secretary
March 25, 2025
Table of Contents
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PROXY STATEMENT SUMMARY
This summary provides certain key information about CF Industries’ business and strategy and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and a form of proxy were first sent or made available to shareholders on or about March 25, 2025.
2025 ANNUAL MEETING OF SHAREHOLDERS INFORMATION
Date and Time:
Tuesday, May 6, 2025, at 10:00 a.m. Central time
Location:
www.virtualshareholdermeeting.com/CF2025
Record Date:
March 13, 2025
VOTING MATTERS
Shareholders will be asked to vote on the following matters at the Annual Meeting:
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Proposals
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Board
Recommendation |
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Page
Reference |
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1.
Election of Directors
CF Industries’ board of directors (the “Board”) believes the director nominees provide us with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning board of directors.
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Vote FOR each director nominee
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Advisory Vote to Approve Compensation of Named Executive Officers (“Say on Pay”)
Our executive compensation program is designed to align pay with performance, taking into account shareholder feedback and interests.
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Vote FOR
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3.
Ratification of Selection of Independent Registered Public Accounting Firm for 2025
The audit committee has selected KPMG LLP to serve as CF Industries’ independent registered public accounting firm for 2025. The audit committee and the Board believe that the continued retention of KPMG to serve as CF Industries’ independent registered public accounting firm is in the best interests of the company and its shareholders.
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Vote FOR
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Shareholder Proposal Regarding Shareholder Approval Requirement for Excessive Golden Parachutes
The Board believes that the action requested by the proponent is unnecessary and not in the best interests of the company and its shareholders.
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Vote AGAINST
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1
OUR BUSINESS AND STRATEGY
At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network — the world’s largest — to enable low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our best-in-class operational capability and disciplined capital and corporate stewardship — supported by a culture rooted in our core values that we live each and every day — drive business results that create long-term value for all our stakeholders. Our strategy is reviewed and endorsed annually by the Board, and the Board plays an active role in overseeing the successful execution of our strategy.
For more information on our business, see “Item 1. — Business” and “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 20, 2025 (the “2024 Annual Report”).
2
Our Strategy
At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, urea ammonium nitrate solution and diesel exhaust fluid. A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.
Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes. These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes. These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.
We execute our strategy across four dimensions:
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decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;
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evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;
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forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and
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collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.
At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia. CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere. Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project. Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project. For each facility we have contracted with ExxonMobil to transport and sequester the captured CO2 in permanent geologic storage. At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO2 that would otherwise have been emitted to the atmosphere. At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere. Each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per metric ton of sequestered CO2.
Our decarbonization projects include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.
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In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia. ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia production process by more than 90% compared to conventional ammonia plants. The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies. Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.
We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity. Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users. Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.
We believe that execution of our strategy and development of the market for low-carbon ammonia will provide significant growth opportunities and generate sustainable long-term value for all of our stakeholders.
4
Shareholder Returns
The global nitrogen industry is inherently cyclical, and our financial results can be significantly impacted by the pronounced effects of highly volatile commodity prices for our products as well as for natural gas, which is our principal feedstock. Additionally, we execute our strategy and evaluate our performance over a full cycle for our industry, which typically occurs over multiple years. As a result, we believe it is important to view total shareholder return over a longer time horizon than just one year. The following table shows the cumulative total shareholder return (“TSR”), assuming the reinvestment of dividends, for our common stock and certain peer group companies for the 1-, 3-, 5-, 7-, and 10-year periods ended December 31, 2024.
Each of Nutrien, Ltd. (“Nutrien”), The Mosaic Company (“Mosaic”) and Yara International ASA (“Yara”) are a publicly traded manufacturer of agricultural chemical fertilizers. For purposes of calculating the TSR of CF Industries, Nutrien, Mosaic and Yara for the 1-, 3-, 5-, 7-, and 10-year periods ending December 31, 2024, the beginning stock price for each peer group company was established by its respective closing price on the last trading day immediately preceding January 1 of the first fiscal year of the applicable measurement period. For Yara, we used its home exchange stock prices, converted into U.S. dollars, for TSR calculation purposes. For Nutrien, which was formed through the merger of Agrium, Inc. (“Agrium”) and Potash Corporation of Saskatchewan Inc. (“Potash Corp”), the TSR includes (i) the stock prices for Agrium and Potash from December 31, 2014 through December 31, 2017, (ii) the cumulative investment in each of Agrium and Potash Corp, assuming dividend reinvestments up to December 31, 2017, converted into shares of Nutrien on January 2, 2018 using the exchange ratio in the merger of equals transaction consummated on that date, and (iii) the stock price for Nutrien from January 2, 2018 through December 31, 2024.
5
2024 PERFORMANCE HIGHLIGHTS
Operating Results
CF Industries’ 2024 financial results were driven by our strong operational performance, underpinned by favorable global nitrogen industry dynamics.
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Net Earnings
Attributable to Common Stockholders |
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Earnings
Per Diluted Share |
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EBITDA(1)
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Adjusted
EBITDA (As Reported)(1) |
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Net Cash Provided
by Operating Activities |
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$1.22 Billion
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$6.74
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$2.33 Billion
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$2.28 Billion
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$2.27 Billion
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In addition to strong financial results, the company continued to deliver on its strategic priorities and create long-term shareholder value.
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Safety
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As of December 31, 2024, the company’s 12-month rolling average recordable incident rate was 0.31 incidents per 200,000 work hours – an industry leading result
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Operational Excellence
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| | | Long-term asset utilization over the last five years is approximately 8% higher than the average utilization rate of our North American competitors | | |
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Efficiency
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SG&A costs as a percentage of sales remained among the lowest in both the chemicals and fertilizer industries in 2024
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Return to Shareholders
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| | | Returned $1.87 billion to shareholders in 2024 through $1.51 billion in share repurchases and $364 million in dividend payments | | |
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Clean Energy Commitment
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We are taking significant steps to decarbonize our own production network and support a global hydrogen and clean fuel economy, through the production of low-carbon ammonia
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(1)
EBITDA is defined as net earnings attributable to common stockholders plus interest expense (income)-net, income taxes and depreciation and amortization. Adjusted EBITDA as reported is defined as EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for a reconciliation of EBITDA and adjusted EBITDA as reported to the most directly comparable GAAP measure.
6
OUR DIRECTOR NOMINEES
Our corporate governance and nominating committee regularly reviews the overall composition of the Board and its committees to assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that are relevant to CF Industries’ current and future global strategy, business, and governance.
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Nominee
Primary Occupation |
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Age
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Director
Since |
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Independent
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Other
Public Boards |
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Committee
Memberships(1) |
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AC
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CC
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GC
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EC
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Javed Ahmed
Former CEO of Tate & Lyle PLC |
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65
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2018
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Yes
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Robert C. Arzbaecher
Former Chairman and CEO of Actuant Corporation |
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65
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2005
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Yes
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C
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Christopher D. Bohn
Executive Vice President and COO of CF Industries |
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57
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2024
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COO
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Deborah L. DeHaas
Former Vice Chairman and Managing Partner Center for Board Effectiveness, Deloitte |
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65
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2021
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Yes
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1
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John W. Eaves
Former Executive Chairman and CEO of Arch Resources, Inc. |
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67
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2017
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Yes
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0
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C
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Susan A. Ellerbusch
Former CEO, Air Liquide North America, LLC |
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57
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2023
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Yes
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0
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Stephen J. Hagge
Former President and CEO of AptarGroup, Inc. |
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73
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2010
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Yes
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1
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Jesus Madrazo
CEO and President of Reiter Affiliated Companies |
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55
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2021
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Yes
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0
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Anne P. Noonan
Former President and CEO of Summit Materials, Inc. |
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61
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2015
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Yes
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0
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C
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Michael J. Toelle
Owner, T & T Farms |
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62
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2017
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Yes
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0
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Theresa E. Wagler
CFO and EVP of Steel Dynamics, Inc. |
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54
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2014
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Yes
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0
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C
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Celso L. White
Former Global Chief Supply Chain Officer of Molson Coors Brewing Company |
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63
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2018
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Yes
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1
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W. Anthony Will
President and CEO of CF Industries |
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59
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2014
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CEO
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1
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| | (1) | | | AC | | | = Audit Committee | |
| | | | | CC | | | = Compensation and Management Development Committee | |
| | | | | GC | | | = Corporate Governance and Nominating Committee | |
| | | | | EC | | | = Environmental Sustainability and Community Committee | |
| | | | | C | | | = Committee Chair | |
7
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Based on specific areas of focus or expertise that are particularly relevant to a director nominee’s service on the Board. It should not be inferred that other director nominees do not also possess meaningful experience or skills in these areas.
8
CORPORATE GOVERNANCE HIGHLIGHTS
We are committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Highlights of our governance practices include:
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Governance Practice
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For More Information
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Board Structure
and Governance |
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All of director nominees are independent, except for our chief executive officer (“CEO”) and chief operating officer (“COO”). All of our standing Board committees are 100% independent.
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We have an independent Chair of the Board and separate CEO.
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Our directors are elected annually based on a majority voting standard for uncontested elections. We have a resignation policy for incumbent directors who fail to receive a majority of votes cast.
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Each of our directors attended 100% of the meetings of the full Board and the committees on which he or she served during 2024.
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Our non-employee directors meet in executive session, without management present, during each regularly scheduled Board meeting.
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Annual Board and committee self-assessments and peer evaluations to assess the performance and effectiveness of the Board and its committees and directors.
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The Chair of the Board and chair of the governance committee lead an active process to regularly assess Board composition and seeks representation across a range of experience, qualifications, attributes, and skills that are relevant to our current and future global strategy, business, and governance.
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Our Board is committed to an intentional and orderly succession planning process that considers the development of the Board over the next five years.
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The Board plays an active role in reviewing and approving our strategy and in overseeing the successful execution of our strategy.
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Board oversight of risk management is a cornerstone of our risk management program.
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The Board has an integral role in oversight of sustainability and engages with senior management on a broad range of related topics, including climate change and our related comprehensive sustainability goals.
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The Board has an integral role in succession planning for the CEO and senior management
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P. 15
P. 30
P. 28
P. 28
P. 30
P. 32
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Stock
Ownership |
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We have strong stock ownership guidelines for our executive officers and directors.
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We prohibit hedging and pledging of our common stock by directors and executive officers.
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We have a clawback policy covering incentive awards.
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P. 79
P. 80
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Corporate
Responsibility |
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Our ethics program includes a strong Code of Corporate Conduct for all of our directors, officers and employees.
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We discuss corporate responsibility on our corporate website and in our sustainability report, including our values and “Do It Right” culture, our commitment to our stakeholders and communities, and our strong corporate commitment to respect the dignity and human rights of others.
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We provide disclosure of charitable contributions and corporate political contributions and trade associate dues in semiannual reports.
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P. 35
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Shareholder
Rights |
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Eligible shareholders can utilize the proxy access provisions of our bylaws to nominate director candidates for inclusion in our proxy materials along with Board-nominated candidates.
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We do not have a shareholder rights plan, or poison pill. The Board has adopted a policy whereby any shareholder rights plan adopted without shareholder approval must be submitted to shareholders for ratification, or the plan must expire, within one year of such adoption.
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One or more holders of our common stock representing at least 25% of the voting power of our common stock have the right to call a special meeting of shareholders.
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All supermajority voting provisions have been eliminated from our certificate of incorporation and our bylaws.
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P. 17; Bylaws
Bylaws
Charter and Bylaws
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SHAREHOLDER ENGAGEMENT
We believe that building positive relationships with our shareholders is critical to CF Industries’ success. We conduct shareholder outreach campaigns in the spring and in the fall to engage with shareholders to understand their perspectives on a variety of topics, such as our financial performance, environmental, social, and governance initiatives, executive compensation, human capital management, environmental sustainability, community relations, and related matters.
We also communicate with shareholders through a number of routine forums, including
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quarterly earnings releases;
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Securities and Exchange Commission (“SEC”) filings;
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the annual report and proxy statement;
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the annual shareholders meeting;
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investor meetings, conferences and web communications; and
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annual sustainability reporting.
We relay shareholder feedback and trends on corporate governance and sustainability developments to the Board and its committees. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. See “Corporate Governance — Shareholder Engagement” for a further discussion of our shareholder engagement activities.
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COMPENSATION PROGRAM HIGHLIGHTS
Our executive compensation practices are overseen and administered by the compensation and management development committee, which is composed exclusively of independent directors. The committee is responsible for designing an executive compensation program — including approving any changes to it — that effectively incentivizes our executives to create long-term value for our shareholders.
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Summary
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More
Details |
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Compensation
Philosophy |
| | | Our compensation philosophy seeks to align the interests of our employees and our shareholders through focusing on the total compensation (base salary, short-term incentives, long-term incentives, and benefits) of our employees, including our executive officers. We seek to benefit from this strategy by attracting key talent, retaining strong performers, increasing productivity, and maximizing operational and financial results, while also implementing compensation programs that are cost effective, market competitive, and sustainable across business cycles. | | | | P. 55 | | | ||||
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Key Elements of
Compensation Program |
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Salary
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Paid in line with individual performance and contribution to company goals and aligned to competitive market data
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| | | P. 56; 60 | | |
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Annual Cash
Incentives |
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The amount of the actual incentive earned is determined based on our level of achievement of four performance metrics:
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60%: level of achievement of Adjusted EBITDA* (Financial Metric)
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20%: level of achievement of the completion of specified clean energy strategy goals (Clean Energy Metric)
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10%: level of achievement of the completion of specified sustainability goals related to process technology and reporting capabilities
(Sustainability Initiative Metric)
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10%: level of achievement of the completion of safety critical equipment inspections on schedule and timely management of changes, subject to first achieving a gating level of behavioral safety practices goals (Process Safety Metric)
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| | | P. 56; 60-67 | | | |||||
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Long-Term Equity Incentives
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A specified dollar-denominated value is split between two equity award types:
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60%: performance vesting restricted stock units (“PRSUs”) (3-year cliff vesting based on average return on net assets (“RONA”)* over three one-year periods, and a TSR modifier that can decrease or increase payout by up to 20%)
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40%: restricted stock units (“RSUs”) (3-year ratable vesting)
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| | | P. 56; 67-73 | | | |||||
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Rigorous Benchmarking and
Incentive Target Setting |
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Benchmarking
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| | | Our target total direct compensation is targeted at the 50th percentile of our Industry Reference Group, which is composed of 19 companies in related industries, and the overall general industry market data. | | | | P. 59 | | |
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Incentive Metrics and Performance Levels
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We utilize performance metrics for our incentive compensation programs that align executive interests with those of our shareholders.
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Executives are focused on achieving top performance across metrics that are directly tied to shareholder value creation and our core strategic objectives.
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The compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan when setting goals and targets for our incentive compensation programs.
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The performance metrics and target performance levels reflect the inherent cyclicality of our business.
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P. 56-59; 60-67; 67-73 |
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Leading Compensation
Governance Practices |
| | | Our leading compensation governance practices include: | | | |||||||||
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Strong pay-for-performance alignment
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No employment agreements
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Clawback policy covering incentive awards
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No repriced stock options
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Stock ownership guidelines
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Minimal perquisites
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Performance metrics that align executive interests with interests of shareholders
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Executive officers are prohibited from hedging or pledging our stock
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A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity
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No new excise tax gross-ups after 2011 (No NEOs, other than Mr. Frost, have such gross-up)
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*
For the definitions of Adjusted EBITDA and RONA, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined.” Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.
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2024 Target Total Compensation
The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based, with direct ties to the company and individual employee performance. The significant majority of the target compensation of each named executive officer (“NEO”) is at-risk based on company performance.
The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for our other named executive officers for 2024:
AIP:
Annual Incentive Plan (annual bonus), cash settled
LTIP:
Long-Term Incentive Plan, denominated in equity
Annual Incentive Plan Performance Metrics
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Financial Metric
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Clean Energy
Metric |
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Sustainability
Initiative Metric |
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Process Safety Metric
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Adjusted
EBITDA(1) |
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Clean Energy
Milestones(2) |
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Process,
Technology and Reporting Capabilities Milestones(3) |
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Behavioral
Safety Gate Threshold(4) |
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Timely Completion
Percentage(5) |
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$2.28 Billion
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Achieved 4 milestones
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Achieved 4 milestones
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Achieved 99.4%
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Achieved 99.8%
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Target:
$2.75 Billion |
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Target:
2 milestones |
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Target:
2 milestones |
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Threshold:
≥ 95% |
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Target: 95%
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When setting performance levels for the short-term incentive program, which we also call the annual incentive plan, the compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan. In 2023, product prices declined as market participants continued to adjust to changes in global trade flows resulting from the geopolitical environment. Going into 2024, benchmark pricing curves indicated lower product prices in 2024 as compared to 2023, but the company expected global nitrogen demand to remain resilient driven by continued strong agriculture applications and recovering industrial demand, while global nitrogen supply was expected to remain constrained with high energy prices in Europe and Asia and other supply side restrictions. In addition, the company expected increased production from its network based on increased tons from the acquisition of the Waggaman facility, partially offset by higher scheduled downtime in 2024 as compared to 2023 due to turnarounds and other planned maintenance. Energy spreads were expected to continue to favor the company’s North American-based production network, but domestic natural gas prices were projected to increase for 2024 relative to 2023 as LNG exports were expected to increase after the resolution of outages and maintenance issues in 2023. As a
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result, the compensation and management development committee set the target performance level for the Financial Metric at $2.75 billion of Adjusted EBITDA. This target is about the same as the company’s 2023 performance, with projected lower product prices and higher natural gas costs partially offset by higher sales volume from increased production.
Actual financial results in 2024 reflect continued strong execution by the CF Industries team and continued progress on our strategic initiatives. The global nitrogen supply-demand balance remained constructive and globally nitrogen industry dynamics continue to support our low-cost network. The company’s 2024 financial performance did not meet the company’s expectations as product prices were lower than projected due to lower global energy costs reducing the global market clearing price required to meet global demand. Lower sales prices were partially offset by lower realized gas costs driven by greater supply availability resulting from warmer weather in North America and increased domestic production. The company’s facilities ran well in 2024, although production volumes were slightly less than expected due to unplanned maintenance activity caused by weather-related factors in the first quarter of 2024.
(1)
See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” for the definition of Adjusted EBITDA for purposes of our annual incentive plan. Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.
(2)
The completion of specified clean energy milestones relating to the development of a new carbon capture and sequestration project, the advancement of a project to develop a greenfield low-carbon ammonia facility, the commercialization of greenhouse gas (GHG) abatement credits, and the evaluation and implementation of recommendations for reporting GHG Scope 1 emissions;
(3)
The completion of specified sustainability goals related to key initiatives that continue to advance efforts to streamline, automate and integrate process technology and reporting capabilities for our long-term growth and sustainability, including the migration and implementation of a new asset management and procurement system and the system integration of the Waggaman facility acquired in December 2023.
(4)
The Process Safety Metric has a behavioral safety gate threshold. If at least 95% of all individual safety scores of all employees at manufacturing sites were “80 points” or better for the year, the safety performance gating requirement would be achieved. If the safety performance gating requirement was not achieved, there would be no payout under the Process Safety Metric.
(5)
The completion of scheduled safety critical equipment inspections on schedule and timely management of changes (MOCs).
FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES
All statements in this Proxy Statement by CF Industries Holdings, Inc. (together with its subsidiaries, the “company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and management’s expectations with respect to the production of low-carbon ammonia, the development of carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and operating results, and other items described in this Proxy Statement.
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Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the cyclical nature of the company’s business and the impact of global supply and demand on the company’s selling prices and operating results; the global commodity nature of the company’s nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers; conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products; the volatility of natural gas prices in North America; weather conditions and the impact of adverse weather events; the seasonality of the fertilizer business; the impact of changing market conditions on the company’s forward sales programs; difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; reliance on third-party providers of transportation services and equipment; the company’s reliance on a limited number of key facilities; risks associated with cybersecurity; acts of terrorism and regulations to combat terrorism; the significant risks and hazards involved in producing and handling the company’s products against which the company may not be fully insured; risks associated with international operations; the company’s ability to manage its indebtedness and any additional indebtedness that may be incurred; risks associated with changes in tax laws and adverse determinations by taxing authorities; risks involving derivatives and the effectiveness of the company’s risk management and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse gas emissions; the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of the company’s low-carbon ammonia projects; risks associated with investments in and expansions of the company’s business, including unanticipated adverse consequences and the significant resources that could be required; and failure of technologies to perform, develop or be available as expected.
More detailed information about factors that may affect the company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the company’s website. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements are given only as of the date of this Proxy Statement and the company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Website references have been provided for convenience only. The content on any referenced websites is not incorporated by reference into this Proxy Statement and does not constitute a part of this Proxy Statement.
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PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The Board has nominated the thirteen individuals named in this Proxy Statement as director nominees for election at the Annual Meeting. All of the director nominees are present directors of the company standing for re-election. Each director elected at the Annual Meeting will serve until our next annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement.
Each nominee has consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable to serve, an event that the Board does not presently expect, we will vote the shares represented by proxies for the election of directors for the election of such other person as the Board may recommend, unless the Board decides to reduce its total size.
If all thirteen director nominees are elected, the Board will consist of thirteen directors, each of whom other than our CEO and COO will be “independent” under the listing standards of the New York Stock Exchange (the “NYSE”).
Majority Vote Standard for Election of Directors
Our directors are elected by a majority of the votes cast in uncontested elections, which means that, for a director nominee to be elected in an uncontested election, the number of shares voted “for” that director nominee must exceed the number of votes cast “against” that director nominee. In a contested election, directors are elected by receiving a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. A contested election is a situation in which the number of nominees for election exceeds the number of directors to be elected. Whether an election is contested is determined fourteen days in advance of the date we file our definitive proxy statement with the SEC.
Director Resignation Policy
In accordance with procedures set forth in the company’s corporate governance guidelines, any incumbent director (including the 13 nominees standing for re-election at the Annual Meeting) who fails to receive a majority of votes cast in an uncontested election will be required to tender his or her resignation for consideration by the company’s corporate governance and nominating committee. The corporate governance and nominating committee will consider the resignation and, within 45 days following the date of the applicable annual meeting of shareholders, make a recommendation to the Board concerning the acceptance or rejection of the resignation. The Board will then take formal action on the corporate governance and nominating committee’s recommendation no later than 90 days following the date of the annual meeting of shareholders. Following the Board’s decision on the committee’s recommendation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason or reasons for rejecting the tendered resignation.
DIRECTOR SUCCESSION PLANNING AND NOMINATION PROCESS
The Board is responsible for nominating candidates for election to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders. The corporate governance and nominating committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership.
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Regular Assessment of Board Composition and Succession Planning
The chair of the Board and chair of the corporate governance and nominating committee lead an active process to regularly review the overall composition of the Board and each Board committee and assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that are relevant to CF Industries’ current and future global strategy, business, and governance. Board composition and succession planning is a standing item on the calendar for corporate governance and nominating committee meetings each year. The review process incorporates the results of the annual Board and committee performance and skills self-assessment processes described in “Corporate Governance — Leadership of the Board — Annual Board and Committee Self-Evaluations and Director Peer Evaluations” in assessing and determining whether any gaps in experience, qualifications, attributes, and skills exist and the characteristics and critical skills required of prospective candidates for election to the Board.
To maintain a Board with an appropriate mix of experience and qualifications and to permit time for orientation, the succession planning process generally considers the development of the Board over a time horizon extending for the next five years. In the case of an anticipated change in the composition of the Board, whether as a result of a retirement consistent with our general age-based retirement policy described below or otherwise, the Board generally prefers to recruit and add new directors such that there is time for the new directors to learn in detail our strategy, business, and governance sufficiently in advance of expected departures. As set forth in the company’s corporate governance guidelines, the Board believes that it should generally have no fewer than five and no more than thirteen directors. The Board believes this range permits diversity of experience without hindering effective discussion or diminishing individual accountability. The Board attempts to coordinate director additions and departures to maintain an appropriate size while allowing time for new members to learn in detail our strategy, business and governance. Consistent with this process, the Board has added three new independent directors over the past five years, and three independent directors have retired over the past five years. The gradual refreshment process over the last several years reflects the Board’s intention to allow orientation time for new independent directors while maintaining the benefit of departing directors’ experience. In addition, in February 2024, Mr. Bohn was promoted to executive vice president and chief operating officer and appointed to the Board. Mr. Bohn has led most areas of the business in his nearly 15 years with the company and his promotion and appointment to the Board recognize his strong leadership and future contributions to the company.
Identifying and Evaluating Candidates for Director
The corporate governance and nominating committee generally identifies potential nominees for election to the Board by engaging third-party search firms that specialize in identifying director candidates. Current directors and executive officers may also notify the committee if they become aware of potential candidates meeting the criteria for Board membership discussed below. The committee will also consider candidates for election to the Board recommended by shareholders as described below.
Once a person has been identified by the corporate governance and nominating committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the corporate governance and nominating committee determines that the person warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the corporate governance and nominating committee will request information from the person, review the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and ask directors to conduct one or more interviews with the person. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The committee’s evaluation process will not vary based on whether or not a candidate is recommended by a shareholder, although, as stated below, the committee
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may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.
Recent Director Searches
As a result of our active succession planning and candidate evaluation processes, independent directors DeHaas, Ellerbusch and Madrazo were identified as candidates and added to the Board over the last five years. Each of these directors brings important skills and experience to our company that have further strengthened the Board and complemented the skills and experience of our other Board members. Two of these individuals were recommended for consideration to the corporate governance and nominating committee by a third-party search firm, and one individual was identified as a potential candidate by a current director. None of the three individuals was known to our chair of the Board or CEO prior to the candidate evaluation process. In addition, in recognition of his strong leadership and future contributions to the company, the Board elected Christopher D. Bohn, the company’s executive vice president and chief operating officer, to the Board effective February 2024.
Shareholder Recommendations of Director Candidates
The corporate governance and nominating committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, the committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the corporate governance and nominating committee, a shareholder must submit the recommendation to the committee in writing and include the following information:
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the name of the shareholder and evidence of the shareholder’s ownership of our stock, including the number of shares owned and the length of time of ownership; and
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the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of CF Industries, and the candidate’s consent to be named as a director if selected by the committee and nominated by the Board.
The shareholder recommendation and information described above must be sent to the corporate governance and nominating committee c/o the corporate secretary at our principal executive offices at the address on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement and must be received by the corporate secretary not less than 120 days prior to the anniversary date of our most recent annual meeting of shareholders.
Proxy Access
Our bylaws allow eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates. Subject to applicable procedural and other requirements under our bylaws, the proxy access provisions of our bylaws permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to nominate and include in our proxy materials director nominees constituting not more than 25% of the number of the directors in office at the time of the nomination. For further information in this regard, see the discussion under the heading “Annual Meeting Information — Deadlines for Submission of Future Shareholder Proposals, Shareholder Nominated Director Candidates and Other Business of Shareholders — Director Nominations for Inclusion in CF Industries’ Proxy Materials (Proxy Access).”
CRITERIA FOR BOARD MEMBERSHIP
Director Qualifications and Attributes
The corporate governance and nominating committee takes into consideration a number of factors and criteria in reviewing candidates for potential nomination to the Board. The corporate governance and nominating committee believes that the minimum qualifications for serving as a director of CF
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Industries are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of our business and affairs and have an impeccable record and reputation for honesty and ethical conduct in his or her professional and personal activities.
In addition, our corporate governance guidelines and corporate governance and nominating committee charter reflect the intention of the Board that the board of directors represent a variety of backgrounds and experiences. When evaluating and identifying director candidates, the corporate governance and nominating committee will examine a candidate’s specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, material relationships with CF Industries, and independence from management and the company.
As discussed above, four new directors have joined the Board over the last five years. These directors’ experience and skills include senior executive leadership (a retired managing partner of a big four accounting firm, a current chief executive officer, a division president and a chief operating officer) and three directors with industry expertise.
Retirement Age
As set forth in the company’s corporate governance guidelines, it is the general policy of the company that no director having attained the age of 74 years shall be nominated for re-election or reappointment to the Board. However, the Board may determine to waive this policy in individual cases.
Director Tenure
To ensure that the Board maintains an appropriate balance of experience, continuity, and an openness to new ideas and a willingness to critically re-examine the status quo, the corporate governance and nominating committee considers the issue of continuing director tenure in connection with each director nomination recommendation.
Four director nominees, comprising 31% of the nominees, have served 10 or more years on the Board, and five director nominees, comprising 38% of the nominees, have served between five and 10 years on the Board. These directors bring a wealth of experience and knowledge concerning CF Industries. The remaining four director nominees, comprising 31% of the nominees, have served less than five years on the Board and bring fresh perspective to Board deliberations.
Service on Other Public Company Boards
The company recognizes the substantial time commitments attendant to Board membership and expects that the members of the Board will be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, in terms of both preparation for and attendance and participation at meetings. Accordingly, directors should generally not serve on more than three other public company boards. A director who also serves as the chief executive officer or named executive officer of a public company generally should not serve on the board of more than one other public company.
In addition, in recognition of the enhanced time commitments associated with membership on a public company’s audit committee, the Board has adopted a policy that no member of the audit committee may serve simultaneously on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the company’s audit committee.
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Summary of Director Core Competencies*
We consider the depth and diversity of experience on the Board a key strength. Our thirteen director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience. The following table summarizes experiences and skills that we have identified as key to our current and future global strategy, business, and governance.
| | Accounting and Finance Expertise | | | Environmental, Health & Safety Aspects of Operations | | ||||||
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9 of 13 nominees
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9 of 13 nominees
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| | A strong understanding of accounting and finance is important for overseeing the integrity of our financial reporting and critically evaluating our performance. | | | Safety and environmental stewardship are core values of ours. We take guidance from our directors who have served in executive or operating positions at industrial manufacturing companies. | | ||||||
| | Environmental Sustainability | | | Human Capital Management | | ||||||
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10 of 13 nominees
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10 of 13 nominees
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| | Insight and expertise in environmental sustainability and related matters help guide the company as it embraces a global hydrogen and clean fuel economy and pursues its sustainability goals. | | | Insight and experience regarding culture, talent development, compensation and recruiting and retention are critical given the importance of the company’s human capital. | | ||||||
| | Industry Focus | | | Operations | | ||||||
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9 of 13 nominees
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10 of 13 nominees
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| | Directors who are knowledgeable about the chemical, energy, and agriculture industries help guide the company in assessing the trends and external forces relevant to its strategy and operations. | | | As a global manufacturing and distribution company, we benefit from the experience of our directors who have served in senior executive roles of global manufacturing companies. | | ||||||
| | Public Company Governance | | | Risk Management | | ||||||
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10 of 13 nominees
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13 of 13 nominees
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| | A deep understanding of the Board’s duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests. | | | Directors with significant risk management experience provide important oversight as we manage the risks inherent in our strategy and operations. | | ||||||
| | Senior Executive Leadership | | | Strategy & Strategic Initiatives | | ||||||
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13 of 13 nominees
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13 of 13 nominees
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| | We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy and operations. | | | Experience with major strategic initiatives helps us identify, pursue and consummate the right major initiatives that achieve our strategic objectives and realize synergies and optimal growth. | | ||||||
*
Based on specific areas of focus or expertise that are particularly relevant to a director nominee’s service on the Board. It should not be inferred that other director nominees do not also possess meaningful experience or skills in these areas.
Snapshot of Director Nominees
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Board Recommendation
In connection with the Annual Meeting and in accordance with the above guidelines, the corporate governance and nominating committee recommended that the Board nominate the thirteen individuals named in this Proxy Statement for election to the Board. The Board believes these nominees provide CF Industries with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board. Our thirteen director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience in areas relevant to our current and future global strategy, business, and governance.
The Board unanimously recommends that you vote FOR the election of the nominees presented in Proposal 1.
19
DIRECTOR NOMINEE BIOGRAPHIES
The following biographical information about each of our director nominees highlights the particular experiences, qualifications, attributes, and skills possessed by each director nominee that led the Board to determine that he or she is qualified to serve as a public company director and that he or she should serve as member of the Board. All director nominee biographical information is as of March 13, 2025.
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Javed Ahmed
Javed Ahmed served as chief executive officer of Tate & Lyle PLC, a British-headquartered, global provider of solutions and ingredients for food, beverage and industrial markets with facilities and offices in over 30 locations worldwide whose products are sold or distributed in over 120 countries, from October 2009 until April 2018. Prior to this role, he spent 17 years with Benckiser NV (later Reckitt Benckiser Group plc), a leading consumer products group, in a number of senior roles. He began his career with The Procter & Gamble Company before spending five years with Bain & Co.
Qualifications
As the former chief executive officer of Tate & Lyle PLC, Mr. Ahmed brings public company governance, agriculture and food industry focus, human capital management, strategy & strategic initiative, environmental sustainability, risk management, environmental, health and safety aspects of operations, senior executive leadership and accounting and finance expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
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Age
65 |
| | |
Director Since
2018 |
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CF Industries Committees
•
Compensation and management development
•
Corporate governance and nominating
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Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Agriculture and Food)
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
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Robert C. Arzbaecher
Robert C. Arzbaecher served as chief executive officer of Actuant Corporation, a diversified manufacturer and marketer of industrial products and systems with operations in more than 30 countries, from 2000 until January 2014 and as interim president and chief executive officer of Actuant from August 2015 until March 2016. He served as a director of Actuant from 2000 until January 2017 and as chairman of the board of Actuant from 2001 until March 2016. From 1992 until 2000, he held various financial positions with Applied Power, Inc., Actuant’s predecessor, the most recent of which was chief financial officer. Prior to 1992, Mr. Arzbaecher held various financial positions with Grabill Aerospace Industries Ltd., Farley Industries Inc., and Grant Thornton LLP, a public accounting firm. Mr. Arzbaecher is a certified public accountant and he is also a director of Fiduciary Management, Inc. mutual funds.
Qualifications
As the former chairman and chief executive officer of Actuant, Mr. Arzbaecher brings public company governance, human capital management, operations, strategy & strategic initiative, senior executive leadership and risk management expertise to the Board. As a certified public accountant who has served as a financial executive, he is an “audit committee financial expert” within the meaning of SEC rules and brings accounting and finance expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
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Age
65 |
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Director Since
2005 |
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CF Industries Committees
•
Audit
•
Environmental sustainability and community (Chair)
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Qualifications
•
Accounting and Finance
•
Human Capital Management
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
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20
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Christopher D. Bohn
Christopher D. Bohn has served as our executive vice president and chief operating officer since February 2024 and leads global manufacturing, distribution, sales and supply chain, including our clean energy initiatives. He was previously our executive vice president and chief financial officer, with responsibility for strategic planning, business development and investor relations. Prior to that role, he was our senior vice president and chief financial officer, from September 2019 to July 2023, our senior vice president, manufacturing and distribution, from May 2016 to September 2019, our senior vice president, manufacturing, from January 2016 to May 2016, our senior vice president, supply chain, from January 2015 to December 2015, our vice president, supply chain, from January 2014 to December 2014, our vice president, corporate planning, from October 2010 to January 2014 and our director, corporate planning and analysis, from September 2009 to October 2010. Prior to joining CF Industries, Mr. Bohn served as chief financial officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was vice president global financial planning and analysis for Merisant Worldwide, Inc.
Qualifications
As the executive vice president and chief operating officer of CF Industries, and with his previous chief financial officer, manufacturing, distribution, supply chain and corporate planning positions over his more than 15 year tenure with our company, Mr. Bohn brings substantial accounting and finance, operations, fertilizer and chemical industry, strategy & strategic initiative, senior executive leadership, environmental sustainability, environmental, health and safety of operations, public company governance and risk management expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
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Age
57 |
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Director Since
2024 |
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CF Industries Committees
•
None
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Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Industry Focus (Fertilizer / Chemical)
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CF Industries’ current COO, former CFO)
•
Strategy & Strategic Initiatives
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Deborah L. DeHaas
Deborah L. DeHaas retired from Deloitte as a vice chairman and the managing partner of the Center for Board Effectiveness in September 2020. She held numerous leadership roles at Deloitte during her 18 years of service to the firm, including as the firm’s first chief inclusion officer, as the regional managing partner for the midwest and central regions of Deloitte — in which role she led the quality, client satisfaction, growth, marketplace and talent initiatives for over 10,000 professionals in fourteen states — as the Chicago office managing partner, as a member of the Deloitte US board of directors, and as a member of the Deloitte US Executive Committee. Before joining Deloitte, Ms. DeHaas was a partner at Arthur Andersen LLP. She has served as the chief executive officer of Corporate Leadership Center, an executive leadership development organization, since November 2020. She previously served on the board and executive committee of the Value Reporting Foundation Board (formerly known as the Sustainability Accounting Standards Board Foundation Board) until it was consolidated into the IFRS Foundation in August 2022. She is also a trustee and chair of the audit committee at both Northwestern University and the University of Denver. Since February 2021, Ms. DeHaas has also been a member of the board of directors of Dover Corporation, a diversified global manufacturer and solutions provider.
Qualifications
With her roles and responsibilities at Deloitte, Corporate Leadership Center, and the Value Reporting Foundation Board, Ms. DeHaas brings substantial environmental sustainability, human capital management, public company governance, risk management, senior executive leadership and strategy & strategic initiative expertise to the Board. Ms. DeHaas is a certified public accountant and is an “audit committee financial expert” within the meaning of SEC rules and brings accounting and finance expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Dover Corporation (Feb. 2021 – Present)
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Age
65 |
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Director Since
2021 |
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CF Industries Committees
•
Audit
•
Environmental Sustainability and Community
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Qualifications
•
Accounting and Finance
•
Environmental Sustainability
•
Human Capital Management
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership
•
Strategy & Strategic Initiatives
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21
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John W. Eaves
John W. Eaves served as the executive chairman of Arch Resources, Inc., a top coal producer for the global steel and power generation industries, from April 2020 to May 2024 and served as president and chief executive officer of Arch Resources from 2012 to April 2020. Mr. Eaves has more than 30 years of experience in the coal industry. During his tenure with Arch Resources, he also held positions of president and chief operating officer; senior vice president of marketing; and vice president of marketing and president of Arch Coal Sales, the company’s marketing subsidiary. Mr. Eaves joined Arch Resources in 1987 after serving in various marketing-related positions at Diamond Shamrock Coal Company and Natomas Coal Company. He previously served on the boards of the National Association of Manufacturers and the National Mining Association. On January 11, 2016, Arch Resources filed a voluntary petition for reorganization under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. On October 5, 2016, Arch Resources’s reorganization plan became effective, and it emerged from Chapter 11.
Qualifications
As the former executive chairman and former president and chief executive officer of Arch Resources, Mr. Eaves brings substantial energy industry, operations, strategy & strategic initiative, human capital management, environmental sustainability, senior executive leadership and environmental, health and safety of operations expertise to the Board. Mr. Eaves has extensive experience in risk management and accounting and finance expertise through his active supervision of those performing financial accounting and reporting at Arch Resources and he is an “audit committee financial expert” within the meaning of SEC rules.
Other Public Company Directorships (within the past 5 years)
•
Arch Resources, Inc. (2006 – 2024)
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Age
67 |
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Director Since
2017 |
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CF Industries Committees
•
Audit
•
Compensation and management development (Chair)
•
Environmental sustainability and community
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Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Energy)
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
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Susan A. Ellerbusch
Susan A. Ellerbusch served as chief executive officer of Air Liquide North America LLC., the U.S. subsidiary of Air Liquide S.A., a world leader in gases, technologies and services for industry and health, with a presence in 80 countries, from September 2019 to January 2022. Ms. Ellerbusch was also a member of Air Liquide’s Executive Committee during this time. As head of Air Liquide’s operations in the U.S., Ms. Ellerbusch led the company’s Large Industries, Electronics, Hydrogen Energy and Canadian Industrial Merchant and Healthcare businesses. From September 2015 to September 2019, Ms. Ellerbusch served as president of Air Liquide Large Industries U.S., where she led the restructuring of the business to enable a greater focus on operational performance and customer engagement. Prior to Air Liquide, Ms. Ellerbusch worked at British Petroleum, or BP, where she held roles of increasing responsibility, including most recently as President, BP Biofuels North America, from 2008 to 2015.
Qualifications
With her roles and responsibilities at Air Liquide and BP, Ms. Ellerbusch brings substantial chemicals and energy industries, accounting and finance, operations, environmental, health and safety of operations, public company governance, risk management, senior executive leadership and strategy & strategic initiative expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Summit Materials, Inc. (Aug. 2018 – Feb. 2025)
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Age
57 |
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Director Since
2023 |
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CF Industries Committee
•
Environmental Sustainability and Community
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Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Industry Focus (Chemicals and Energy)
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership
•
Strategy & Strategic Initiatives
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22
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Stephen J. Hagge
Stephen J. Hagge served as president and chief executive officer of AptarGroup, Inc., a leading global supplier of a broad range of innovative dispensing systems for the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage markets with manufacturing facilities in North America, Europe, Asia and Latin America, from 2012 until January 2017 and as special advisor to the chief executive officer of AptarGroup from February 2017 to March 2017. He served as chief operating officer of AptarGroup from 2008 to 2011, as chief financial officer of AptarGroup from 1993 to 2011 and as an executive vice president and secretary of AptarGroup from 1993 to 2011. Mr. Hagge served as a director of AptarGroup from 2001 to 2019 and has served as a director of Crown Holdings, Inc. since 2019.
Qualifications
Through his experience as a director, chief executive officer, chief financial officer, and chief operating officer of AptarGroup, Mr. Hagge brings substantial public company governance, operations, accounting and finance, human capital management, strategy & strategic initiative, environmental, health and safety of operations, senior executive leadership and risk management expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Crown Holdings, Inc. (2019 – Present)
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Age
73 |
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Director Since
2010 |
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| | | Chairman of the Board and Lead Independent Director | | | ||||||||
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CF Industries Committees
•
Compensation and management development
•
Corporate governance and nominating
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Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Human Capital Management
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
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Jesus Madrazo
Jesus Madrazo Yris has served as the chief executive officer and president of Reiter Affiliated Companies, a privately held company and the largest fresh multi-berry producer in the world, since November 2023. From August 2018 to November 2019, Mr. Madrazo was the executive vice president of public affairs and sustainability of Bayer AG’s Crop Science division. Prior to that role, Mr. Madrazo held numerous leadership positions during his 19 years of service at Monsanto Company, including as the executive vice president, operations, Europe, Middle East, Asia, Africa and global supply chain — in which role he had oversight of more than 9,000 employees and held responsibility for planning, production, manufacturing, procurement, engineering and customer care — as vice president of global corporate engagement, and as vice president of the International Row Crops Business. Mr. Madrazo is the founder and chairman of Kompali Farms, a large wine grapes producer in Mexico renowned for its innovation in uniting technology and sustainability to deliver value to consumers while minimizing environmental impact. He also serves as a member of the board of directors of Reiter Affiliated Companies.
Qualifications
With his leadership roles and responsibilities at Reiter Affiliated Companies, Bayer AG’s Crop Science division, Kompali Farms and Monsanto Company, Mr. Madrazo brings agricultural industry, environmental sustainability, human capital management, operations, senior executive leadership, strategy & strategic initiatives and risk management expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
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Age
55 |
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Director Since
2021 |
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CF Industries Committees
•
Corporate governance and nominating
•
Environmental sustainability and community
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Qualifications
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Agriculture)
•
Operations
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
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23
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Anne P. Noonan
Anne P. Noonan served as president and chief executive officer and as a director of Summit Materials, Inc., a leading vertically integrated construction materials company that supplies aggregates, cement, ready-mix concrete and asphalt paving mix in the United States and western Canada, from September 2020 to February 2025. From December 2016 to April 2020, Ms. Noonan served as president and chief executive officer of OMNOVA Solutions Inc., a global provider of emulsion polymers, specialty chemicals, and engineered surfaces for a variety of commercial, industrial, and residential end uses with manufacturing, technical, and other facilities located in North America, Europe, China, and Thailand. She served as OMNOVA’s president, performance chemicals from 2014 until December 2016. Ms. Noonan previously held several positions of increasing responsibility with Chemtura Corporation, a global specialty chemicals company, from 1987 through 2014, including most recently as senior vice president and president of Chemtura’s Industrial Engineered Products business and Corporate Development function.
Qualifications
As the former president and chief executive officer of Summit Materials, former president and chief executive officer of OMNOVA Solutions and with previous executive operating positions at both OMNOVA Solutions and Chemtura, Ms. Noonan brings operations, chemical industry, environmental, health and safety of operations, environmental sustainability, human capital management, public company governance, risk management, senior executive leadership and strategy & strategic initiative expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Summit Materials, Inc. (Sept. 2020 – Feb. 2025)
•
OMNOVA Solutions Inc. (Dec. 2016 – Apr. 2020)
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Age
61 |
| | |
Director Since
2015 |
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| | |
CF Industries Committees
•
Compensation and management development
•
Corporate governance and nominating (Chair)
|
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| | |
Qualifications
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Chemicals)
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CEO)
•
Strategy & Strategic Initiatives
|
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Michael J. Toelle
Michael J. Toelle is the owner of T & T Farms, a diversified farming company. He has been a member of the board of directors of Nationwide Mutual Insurance Company, one of the largest insurance and financial services companies in the world, since 2013. He is a former board chairman and former longtime board member of CHS Inc., a diversified global agribusiness cooperative. He also served as a board member for Cenex, Inc., before it merged with Harvest States Cooperatives to create CHS in 1998. Mr. Toelle is past chairman of the CHS Foundation and previously served as a director for the Agricultural Council of America and Country Partners Cooperative. Since June 2020, Mr. Toelle has served as a member of the board of directors of CIBO Technologies, a privately-owned science-based software company that applies science and technology to the scaling of environmentally and economically sustainable agriculture.
Qualifications
As the owner and operator of a major diversified farming company, a director of Nationwide Mutual Insurance Company and CIBO Technologies and former chairman and director of CHS, Mr. Toelle brings agricultural industry, environmental sustainability, risk management, senior executive leadership and strategy & strategic initiative expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
|
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| | |
Age
62 |
| | |
Director Since
2017 |
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| | |
CF Industries Committees
•
Compensation and management development
•
Environmental sustainability and community
|
| | ||||||||
| | |
Qualifications
•
Environmental Sustainability
•
Industry Focus (Agriculture)
•
Risk Management
•
Senior Executive Leadership
•
Strategy & Strategic Initiatives
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24
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Theresa E. Wagler
Theresa E. Wagler has served as chief financial officer and executive vice president of Steel Dynamics, Inc., one of the largest domestic steel producers and metals recyclers in the United States, since 2007 and 2009, respectively. She serves as Steel Dynamics’ principal accounting officer and also has oversight responsibility for information technology and cybersecurity, human resources, business development and strategy, decarbonization and other initiatives, and several operating joint ventures. She has held various positions of increasing responsibility since joining Steel Dynamics in 1998. Prior to joining Steel Dynamics, she served as assistant corporate controller for Fort Wayne National Bank and as a certified public accountant with Ernst & Young LLP.
Qualifications
With her roles and responsibilities at Steel Dynamics, Ms. Wagler brings substantial public company governance, strategy & strategic initiative, risk management, human capital management, operations, environmental, health and safety of operations, senior executive leadership and environmental sustainability expertise to the Board. Her background also brings an understanding of information technology and cyber risk to the Board to help ensure proper risk oversight. Ms. Wagler is a certified public accountant and an “audit committee financial expert” within the meaning of SEC rules and brings accounting and finance expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
|
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| | |
Age
54 |
| | |
Director Since
2014 |
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| | |
CF Industries Committees
•
Audit (Chair)
•
Environmental sustainability and community
|
| | ||||||||
| | |
Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CFO)
•
Strategy & Strategic Initiatives
|
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Celso L. White
Celso L. White served as global chief supply chain officer at Molson Coors Brewing Company, one of the largest global brewers with breweries in the United States, Canada, Europe and India and worldwide distribution, from January 2013 to December 2019. From September 2010 to January 2013, he was vice president of international supply chain at Molson Coors. Prior to joining Molson Coors, he was Pepsi Cola’s vice president and general manager of Concentrate Operations, responsible for the Americas and parts of Asia, from 2004 to 2010. Mr. White co-founded and served as co-CEO of Igniting Business Growth LLC, a consultancy business, from 2020 to 2024. Mr. White serves on the board of Colorado UpLift based in Denver, Colorado, the Board of Trustees of the Children Center in Hilton Head, South Carolina, and is a member of the Bradley University Board of Trustees. He was a member of the board of directors of Armada Acquisition Corp. I, a special purpose acquisition company (SPAC) concentrating in the FinTech industry, from 2021 until its business combination in August 2024. Mr. White is also a member of the board of directors of Armada Acquisition Corp. II, a newly formed acquisition company concentrating in the FinTech, SaaS and AI industries, since 2024.
Qualifications
As the global chief supply chain officer at Molson Coors Brewing Company, Mr. White was responsible for all aspects of the supply chain from grain fields to finished product retailer distribution, including procurement; operations; planning; logistics and distribution; environmental health and safety; engineering; and technical innovation. Mr. White brings operational, agricultural industry, strategy & strategic initiative, risk management, human capital management, environmental sustainability, senior executive leadership and environmental, health and safety of operations expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Armada Acquisition Corp. I (Aug. 2021 – Aug. 2024)
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| | |
Age
63 |
| | |
Director Since
2018 |
| | ||||
| | |
CF Industries Committees
•
Corporate governance and nominating
•
Environmental sustainability and community
|
| | ||||||||
| | |
Qualifications
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Agriculture)
•
Operations
•
Risk Management
•
Senior Executive Leadership (Global Supply Chain Officer)
•
Strategy & Strategic Initiatives
|
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25
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W. Anthony Will
W. Anthony Will has served as our president and chief executive officer and as a member of the Board since January 2014. He was previously our senior vice president, manufacturing and distribution, from January 2012 to January 2014, our vice president, manufacturing and distribution, from March 2009 to December 2011, and our vice president, corporate development, from April 2007 to March 2009. Before joining CF Industries, Mr. Will was a partner at Accenture Ltd., a global management consulting, technology services, and outsourcing company. Earlier in his career, he held positions as vice president, business development at Sears, Roebuck and Co. and vice president, strategy and corporate development at Fort James Corporation. Prior to that, Mr. Will was a manager with the Boston Consulting Group, a global management consulting firm. He is also a member of the board of directors of Olin Corporation, a global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition, since 2021.
Qualifications
As the president and chief executive officer of CF Industries and with his previous executive operations and corporate development positions, Mr. Will brings public company governance, operations, fertilizer and chemical industry, strategy & strategic initiative, environmental sustainability and environmental, health and safety of operations expertise to the Board. Mr. Will has extensive experience and expertise in risk management, senior executive leadership, accounting and finance and human capital management through his active supervision of individuals performing those functions at CF Industries.
Other Public Company Directorships (within the past 5 years)
•
Olin Corporation (Sept. 2021 – Present)
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| | ||||
| | |
Age
59 |
| | |
Director Since
2014 |
| | ||||
| | |
CF Industries Committees
•
None
|
| | ||||||||
| | |
Qualifications
•
Accounting and Finance
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital Management
•
Industry Focus (Fertilizer / Chemical)
•
Operations
•
Public Company Governance
•
Risk Management
•
Senior Executive Leadership (CF Industries’ current CEO)
•
Strategy & Strategic Initiatives
|
| | ||||||||
26
CORPORATE GOVERNANCE
CF Industries is committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Our corporate governance and nominating committee periodically reviews corporate governance developments and best practices along with our policies and business strategies. The committee advises the Board and management in an effort to strengthen existing governance practices and develop new policies that make CF Industries a better company. We are proud of the steps we have taken and the progress we have made to further strengthen our corporate governance practices and demonstrate our responsiveness to shareholder concerns.
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted corporate governance guidelines to document its overall corporate governance philosophy. According to these guidelines, the business and affairs of CF Industries shall be managed by or under the direction of the Board. The Board’s goal is to build long-term value for our shareholders and assure the vitality of the company for our customers and employees and the other individuals and organizations who depend on us. A copy of our corporate governance guidelines is available to shareholders on our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
DIRECTOR INDEPENDENCE
The diversity of skills and experiences of our directors has been, and continues to be, critical to our success. Our corporate governance guidelines require that the Board be composed of at least a majority of directors who qualify as independent directors under the listing standards of the NYSE. Additionally, in accordance with NYSE listing standards, the members of our audit, compensation, and corporate governance and nominating committees must be independent. The Board has made an affirmative determination that all of our non-employee directors who served in 2024 or are currently serving as directors, including all of our non-employee director nominees, have no material relationship with CF Industries or any of its subsidiaries (other than, as applicable, being a director and shareholder of CF Industries) and, accordingly, meet the applicable requirements for “independence” set forth in the NYSE’s listing standards.
LEADERSHIP OF THE BOARD
Separate Independent Board Chair and Chief Executive Officer
The Board has determined that the most effective leadership structure is to maintain an independent Board chair role separate from the chief executive officer. In making this determination, the Board considered a number of factors, including (1) that separating these positions allows the Board chair to focus on the Board’s role of providing advice to, and independent oversight of, management and (2) the time and effort our chief executive officer needs to devote to the management and operation of CF Industries and the development and implementation of our business strategies. Although our governance documents provide the Board with the flexibility to select a leadership structure that it deems best for CF Industries at any given point in time, the Board intends to continue to maintain an independent Board chair separate from the chief executive officer. In addition, according to our corporate governance guidelines, if the chair of the Board is not an independent director, our independent directors will designate one of the independent directors to serve as a lead independent director. If the chair of the Board is an independent director, then he or she will serve as the lead independent director.
Stephen J. Hagge became our chair of the Board effective January 1, 2022. Mr. Hagge was selected by the directors to serve as chair because of his contributions to the leadership of the Board. Because Mr. Hagge is an independent director, he also serves as our lead independent
27
director. The lead independent director’s duties include (i) coordinating the activities of the independent directors, (ii) coordinating the agenda for and moderating sessions of the independent directors, and (iii) facilitating communications between the other members of the Board. Unless otherwise provided in a short-term succession plan approved by the Board:
•
in the event that the chief executive officer should unexpectedly become unable to perform his or her duties, the chair of the Board (if the chair is an independent director or else the lead independent director) shall allocate the duties of the chief executive officer among our other senior officers; and
•
in the event that the chair of the Board should unexpectedly become unable to perform his or her duties, the chief executive officer (if the chair of the Board is an independent director or else the lead independent director) shall assume the duties of the chair of the Board,
in each case, until the Board has the opportunity to consider the situation and take action.
Executive Sessions
At each regularly scheduled meeting, the Board conducts executive sessions, which are discussions that involve only the non-employee directors. Our corporate governance guidelines state that the lead independent director or, in such director’s absence, another independent director designated by the lead independent director will preside at the executive sessions of the Board.
Annual Board and Committee Self-Evaluations and Director Peer Evaluations
Our corporate governance and nominating committee sponsors an annual self-assessment of the Board’s performance and the performance of each committee of the Board as well as director peer evaluations. The assessment includes a review of any areas in which the Board believes the Board can make a better contribution to CF Industries. In addition, the chair of the corporate governance and nominating committee sponsors an annual self-assessment of director skills and experience. The assessment asks each director to rank the importance of various business experiences, qualifications, attributes, and skills to our current and future global strategy, business, and governance and to rate the director’s own competency level in each of these skills. The results of the assessments are discussed with the full Board and each committee. The corporate governance and nominating committee considers the results of these self-evaluation processes as applicable in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.
COMMITTEES OF THE BOARD
The Board has established four separate standing committees: the audit committee, the compensation and management development committee, the corporate governance and nominating committee and the environmental sustainability and community committee. The Board has adopted written charters for each of these committees, and copies of these charters are available to shareholders on our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
Audit Committee. Our audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The committee consists of Theresa E. Wagler (chair), Robert C. Arzbaecher, Deborah L. DeHaas and John W. Eaves. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE applicable to audit committee members. The Board has also determined that Ms. Wagler, Ms. DeHaas, Mr. Arzbaecher and Mr. Eaves are “audit committee financial experts,” as defined by the SEC. The audit committee assists the Board in fulfilling its oversight responsibility for (1) the
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integrity of our financial statements and financial reporting process and our systems of internal accounting and financial controls, (2) the performance of our internal audit function, (3) the annual independent integrated audit of our consolidated financial statements and internal control over financial reporting, and (4) our compliance with legal and regulatory requirements, including our disclosure controls and procedures. The duties and responsibilities of the audit committee include the engagement of our independent registered public accounting firm and the evaluation of our accounting firm’s qualifications, independence, and performance. The audit committee’s report to shareholders appears elsewhere in this Proxy Statement.
Compensation and Management Development Committee. Our compensation and management development committee consists of , and during 2024 consisted of, John W. Eaves (chair), Javed Ahmed, Stephen J. Hagge, Anne P. Noonan and Michael J. Toelle. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE applicable to compensation committee members. The Board has also determined that all of the directors on the committee qualify as “non-employee directors,” within the meaning of Rule 16b-3 promulgated under the Exchange Act, and “outside directors,” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The compensation and management development committee oversees our compensation and employee wellbeing plans and practices, including our executive compensation plans, director compensation plans, and incentive compensation and equity-based plans. In addition, the compensation and management development committee supports the full Board with succession planning for the CEO, while overseeing and reviewing management’s development and retention of, and succession planning for, other key executives and senior management. The compensation and management development committee may delegate to subcommittees of two or more members such power and authority, other than any power or authority required by any law, regulation or listing standard to be exercised by the compensation and management development committee as a whole, as the compensation and management development committee deems appropriate. The compensation and management development committee’s report to shareholders appears elsewhere in this Proxy Statement under the heading “Compensation Committee Report.” Additional information regarding the processes and procedures of the compensation and management development committee in recommending and determining compensation for our directors and executive officers is set forth below under the heading “Compensation Discussion and Analysis.”
Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Anne P. Noonan (chair), Javed Ahmed, Stephen J. Hagge, Jesus Madrazo, and Celso L. White. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE. The corporate governance and nominating committee’s responsibilities include identifying and recommending to the Board individuals qualified to serve as directors and on committees of the Board; advising the directors with respect to the Board’s composition, procedures, and committees; developing and recommending to the Board a set of corporate governance principles; overseeing the evaluation of the Board; and coordinating the Board’s evaluation of the president and chief executive officer.
Environmental Sustainability and Community Committee. Our environmental sustainability and community committee consists of Robert C. Arzbaecher (chair), Deborah L. DeHaas, John W. Eaves, Susan A. Ellerbusch, Jesus Madrazo, Michael J. Toelle, Theresa E. Wagler and Celso L. White. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE. The purpose of the environmental sustainability and community committee is to assist the Board in fulfilling its oversight responsibility with respect to the strategies, goals, objectives, policies and practices, and related risks that pertain to energy, emissions and climate change, food security, product stewardship, public advocacy, community engagement, and charitable contributions (“ESC Committee Matters”). The environmental sustainability and community committee’s responsibilities include considering, reviewing and monitoring the company’s general strategy and objectives relating to ESC Committee Matters; assessing the effectiveness of and advising the Board on the company’s programs and initiatives related to ESC Committee Matters; reviewing and discussing
29
current and emerging trends with respect to ESC Committee Matters; and discussing and reviewing with management the company’s identification, assessment and management of risks associated with ESC Committee Matters. The environmental sustainability and community committee also reviews the goals established from time to time with respect to ESC Committee Matters, assesses the company’s sustainability performance and progress towards its goals and strategic objectives, discusses reports and rankings published by relevant third parties with respect to the company’s profile, programs and initiatives related to ESC Committee Matters, and oversees the company’s external reporting on ESC Committee Matters, including our ESG Report and Sustainability Report.
ATTENDANCE OF DIRECTORS AT MEETINGS
Directors are expected to attend meetings of the Board and the committees on which they serve, as well as our annual meeting of shareholders. A director who is unable to attend a meeting (which it is understood will occur on occasion) is expected to notify the chair of the Board or the chair of the appropriate committee in advance of such meeting.
During 2024, the Board held five meetings, our audit committee held nine meetings, our compensation and management development committee held six meetings, our corporate governance and nominating committee held four meetings and our environmental sustainability and community committee held five meetings. Each of our directors attended 100% of the meetings of the full Board and the committees on which he or she served during 2024. All thirteen of our directors then in office attended the 2024 annual meeting of shareholders, which was held virtually on April 18, 2024.
BOARD OVERSIGHT OF STRATEGY AND RISK MANAGEMENT
Shareholders elect the Board to oversee management and to serve shareholders’ long-term interests. Management is responsible for delivering on our strategy, creating our culture, establishing accountability, and managing risk. The Board and its committees work closely with management to balance and align strategy, risk, sustainability, and other areas while considering feedback from shareholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board and its committees and management. To support that dialogue, the Board and its committees have access to, receive presentations from, and conduct regular meetings with our executive officers, other internal business and function leaders and subject matter experts, as well as external experts and advisors.
Board Oversight of Strategy
One of the Board’s primary responsibilities is reviewing and approving the strategy established by management and overseeing the successful execution of our strategy. Throughout the year, the Board and its committees provide oversight and guidance to management regarding our strategy, operating plans, and overall performance. While elements of strategy are embedded in every regularly-scheduled meeting of the Board, the Board also dedicates at least one full day meeting each year to focus on our long-term business strategic planning. At all of these reviews, the Board engages with our executive officers and other business leaders regarding business objectives, the competitive landscape, market developments, economic trends, political and regulatory developments and sustainability matters. At meetings occurring throughout the year, the Board also assesses strategic initiatives, our budget and capital allocation plans, and performance for alignment to our strategy.
Board Oversight of Risk Management
Our management is responsible for establishing and maintaining systems to assess and manage the company’s risk exposure, and the Board provides oversight in connection with those efforts. We believe that the Board’s leadership structure supports the Board’s risk oversight function. In fulfilling its risk oversight role, the Board focuses on the adequacy of our risk management process
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and the effectiveness of our overall risk management system. In addition, the Board routinely assesses policies and procedures in critical areas to ensure that the responsibilities and authority delegated to senior management are appropriate from an operational and risk management perspective. The Board also receives regular reports from senior management addressing financial and operational risk exposure, including monthly scorecards and quarterly dashboards that include financial metrics and safety and environmental statistics.
Our management has established an enterprise risk management (“ERM”) program that includes an annual assessment process designed to identify risks that could affect us and the achievement of our objectives; to understand, assess, and prioritize those risks; and to facilitate the implementation of risk management strategies and processes across the company that are responsive to the company’s risk profile, business strategies, and specific material risk exposures. The ERM program seeks to integrate consideration of risk and risk management into business decision-making throughout the company, including through the implementation of policies and procedures intended to ensure that necessary information with respect to material risks is transmitted to senior executives and, as appropriate, to the Board or relevant committees. Each year, the Board reviews and discusses with the key members of management responsible for management of risk the guidelines and policies governing the ERM process, the key risks identified in the ERM process, the likelihood of occurrence and the potential impact assigned to those risks by management, and the risk mitigation strategies in each instance.
The standing committees assist the Board in its oversight role with respect to risks relating to the committees’ respective areas of responsibility.
•
The audit committee oversees the integrity of CF Industries’ financial statements, the effectiveness of the internal control environment, the external auditors and the internal audit function. In addition, the audit committee receives periodic reports on the efficacy of our information security and technology risks (including cybersecurity). These periodic reports summarize threat detection and mitigation plans, audits of internal controls, summaries of training activities and certification achievements, assessments of cybersecurity program effectiveness and reports on other cybersecurity priorities and initiatives.
•
The compensation and management development committee reviews risks associated with the design and implementation of our compensation plans and arrangements (see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Other Compensation Governance Practices and Considerations — Compensation and Benefits Risk Analysis,” below). In addition, the compensation and management development committee supports the full Board with succession plans for the CEO, while overseeing and reviewing management’s development, retention and succession planning for other key executives and senior management.
•
The nominating and corporate governance committee reviews risks related to our governance structures and processes, including Board succession planning.
•
The environmental sustainability and community committee assists the Board with the oversight of our strategy and processes to identify, assess, and address the risks and opportunities to our company associated with energy, emissions and climate change, food security, product stewardship, public advocacy, community engagement, and charitable contributions.
All Board members are invited to attend every committee meeting, and Board members who do not attend a committee meeting receive information about committee activities and deliberations.
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OUR APPROACH TO HUMAN CAPITAL MANAGEMENT
Our long-term success depends on our people. We are dedicated to creating a workplace where employees are proud to work and grow and everyone feels empowered to do their best work. We do this by investing in extensive recruitment, training and professional development opportunities for our employees and fostering a culture of engagement and inclusion. In addition, we have an effective succession management process to safeguard the long-term achievement of our strategy.
Workforce Health & Safety
At CF Industries, protecting, supporting, and developing our employees and the communities where we live and work is integral to our Do It Right culture. It is a daily commitment we make to ourselves and those around us with its foundation being an uncompromising focus on both physical and psychological safety. Operating in a safe and responsible manner is a core value and an integral part of what sets CF Industries apart to all our stakeholders. Our safety culture permeates our business in three key ways:
•
Engaged culture that empowers consistent behaviors that drive toward excellence.
•
Robust systems and processes that provide a clear, repeatable direction toward excellence.
•
Superior performance that aligns effective and efficient environmental, health, and safety activities with operations.
Our commitment to safety is unwavering, and we have demonstrated that our focus on this priority is yielding positive results. We believe that focusing on leading indicators — such as our Process Safety Metric and the behavioral safety practices we have incorporated into our annual incentive plan — to drive and measure activities that prevent and control safety incidents, results in our industry-leading safety record.
Talent Development
A core aspect of our culture is our commitment to developing talent to help employees accelerate growth and achieve their career goals. We invest in extensive assessment, training and professional development opportunities for our employees through a robust set of formal and informal programs, including job movements, key experiences, and training with an emphasis on creating a culture of engagement and inclusion. At CF Industries, leadership is the quality that drives our values and sets us apart. To help foster leadership, the company has developed a set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the organization. We view training and development programs as being a key part of succession planning, allowing us to grow a stronger company, today and in the future.
Board Oversight of Human Capital Management and Succession Planning
The Board plays a critical role in the oversight of talent and culture at CF Industries. The Board and the compensation and management development committee engage with senior management and human resources executives across a broad range of human capital management topics, including culture, succession planning and development, compensation, and recruiting and retention.
The Board plays an integral oversight role in talent development by recognizing the importance of succession planning for the CEO and other key executives at CF Industries. To assist the Board, the chief executive officer prepares and distributes to the Board an annual report on succession planning for all senior officers of the company with an assessment of senior managers and their potential to succeed the chief executive officer and other senior management positions. In addition, the chief executive officer prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties.
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BEYOND THE BOARDROOM
On-Site Visits to Nitrogen Manufacturing Facilities
In a typical year, most Board and committee meetings are held on-site at our headquarters or near other CF Industries facilities. Locating the Board and committee meetings on-site or near our headquarters or manufacturing locations allows our directors to deepen their understanding of the company and interact with on-site employees. In 2025, the Board plans to visit our Donaldsonville complex to see firsthand our low-carbon ammonia projects. In 2022, our director Mr. Toelle led the Board and our executive officers on a tour of his 6,000 acre farm, as well as on a tour of a nearby state-of-the-art crop input distribution and grain processing center, owned by CHS Inc., one of the company’s largest customers, expanding the Board’s understanding of farming operations, agricultural innovations and developments, and business conditions faced by farmers and other stakeholders in the agricultural industry.
Director Orientation
All new members of the Board participate in the company’s new director orientation program led by members of senior management. The new director orientation program enables new members of the Board to quickly become active, knowledgeable and effective Board members. Orientation includes a visit to the company’s corporate headquarters for a personal comprehensive briefing by senior management on our business, financial position, strategic plans, significant financial, accounting and risk management issues, compensation practices, corporate governance and key policies and our principal officers and internal and independent auditors as well as the roles and responsibilities of our directors. In addition, within a few months of joining the Board, new directors visit one of our nitrogen manufacturing facilities to see our operations in person and learn about our manufacturing processes.
Continuing Education
All directors are encouraged to participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the company, regulatory developments and best practices. The Board materials for every corporate governance and nominating committee meeting include a schedule and summary of upcoming relevant continuing education programs, sponsored by leading universities or other organizations, with any associated expenses to be reimbursed by the company. Directors who have participated in such programs share their lessons and insights with other members of the Board. The company also provides continuing director education through individual speakers who make relevant presentations in connection with Board meetings, for our directors to stay current and knowledgeable about the company’s industry, market and overall business environment. The company’s senior management also monitors pertinent developments in business, corporate governance and issues pertaining to the company and the industries in which it participates and regularly shares articles, reports and current events with directors. The corporate governance and nominating committee reviews the director education process to ensure the continuing education provided remains relevant and helpful.
Individual Discussions and Mentoring Management
Outside of regularly scheduled Board and committee meetings, our directors have discussions with each other, including with our chief executive officer and chief operating officer. Directors have access to management at any time and are encouraged to have small group or individual meetings, as necessary. Additionally, high-potential employees join members of the Board for dinners prior to on-site Board and committee meetings. These dinners are designed to give directors the opportunity to engage with employees directly and afford employees an opportunity to ask questions and get to know our directors.
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SUSTAINABILITY AT CF INDUSTRIES
We believe we have an important role to play in solving some of the world’s greatest challenges, such as providing clean energy to the world, feeding a growing global population and protecting the environment. We also believe that our ability to integrate sustainable business practices into our strategy and operations is integral to delivering long-term value. That is why sustainability is an inherent part of how we run our business and part of our commitment to the communities where we live and work.
Sustainability Focus
At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, urea ammonium nitrate solution and diesel exhaust fluid. A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.
Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes. These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes. These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.
We execute our strategy across four dimensions:
•
decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;
•
evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;
•
forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and
•
collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.
For more information about our low-carbon ammonia projects, see “Proxy Statement Summary — Our Business and Strategy — Our Strategy”.
Comprehensive Sustainability Goals
In line with our commitment to the clean energy economy and our focus on sustainability, we have published comprehensive goals covering critical environmental, societal, and workforce imperatives. These goals include a 25% reduction in Scope 1 CO2 equivalent emissions intensity by 2030, a reduction in our Scope 3 emissions by 10% by 2030 and net-zero Scope 1 and Scope 2 carbon emissions by 2050. You can read more about our comprehensive sustainability goals on our corporate website.
Sustainability Reporting
We prepare an annual sustainability report which is posted on our corporate website. Our sustainability report is presented annually to the environmental sustainability and community
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committee. In response to increased interest from the investment community and our commitment to transparency, our sustainability reporting includes our Corporate Stewardship Report, which includes a Global Reporting Initiative (GRI) Index in accordance with GRI Standards, a Sustainability Accounting Standards Board (SASB) Index using the SASB framework for the chemicals industry, and a Task Force on Climate-Related Disclosures (TCFD) Index utilizing the TCFD disclosure recommendations. Additionally, we have committed to the UN Global Compact and report progress annually, and we engage in collaborative projects that advance the UN Sustainable Development Goals (SDGs). We continue to increase the level of transparency and detail of our sustainability reporting. Our sustainability report is published close in time to the release of our annual report to better align the timing of our sustainability reporting with that of our financial reporting and to further integrate our business and sustainability strategies.
CORPORATE RESPONSIBILITY
Corporate responsibility and sustainability are inherent to our values and our “Do It Right” culture and an intrinsic part of our commitment to the communities in which we live and work.
Code of Corporate Conduct
Our commitment to ethical behavior is captured in our code of corporate conduct, which was adopted by the Board. The code is applicable to all of our directors, officers, and employees, all of whom must acknowledge receiving and reading the code annually. We provide annual code of corporate conduct and anti-corruption training to all employees.
A copy of our code of corporate conduct is available on our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. In the event of any amendments to, or waivers from, a provision of the Code of Corporate Conduct affecting the chief executive officer, chief financial officer, controller or persons performing similar functions, we intend to promptly post on our corporate website a description of the amendment or waiver as required under applicable SEC rules.
Policy on Insider Trading
Political Contributions Report
We prepare a semiannual Political Contributions Report listing CF Industries’ political contributions. Each Political Contributions Report is posted on our corporate website, and presented to the environmental sustainability and community committee. Additionally, the Political Contributions Reports set forth the United States trade associations and other similar nonprofit organizations to which the company annually pays dues of $20,000 or more and identify the portion of such dues that is used for advocacy and/or political activities by those associations and other organizations. The most recent Political Contributions Report and our code of corporate conduct, containing our corporate policies related to political activities and contributions, lobbying and related matters, are currently available on our corporate website.
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Charitable Activities and Charitable Contributions Report
We also prepare a semiannual Charitable Contributions Report listing CF Industries’ charitable contributions that exceed $20,000. Each Charitable Contributions Report is posted on our corporate website. Most of our philanthropic and social outreach initiatives are locally based. This enables each of our facilities to address the unique needs and opportunities in their respective communities. We have organized our corporate giving philosophy around four key pillars: environmental sustainability, STEM education and awareness, healthy food access and local community advancement. These pillars serve as our guidepost for our charitable giving philosophy. In addition, in 2024, approximately 750 CF Industries employees performed more than 5,700 hours of community service through our volunteer time off (VTO) program that provides paid time off for employees to volunteer in their communities with organizations that are part of the company’s giving campaign.
CF Industries Foundation
In December 2022, we formed a not-for-profit corporation, CF Industries Foundation, to advance the company’s philanthropic goals and develop programs that further our charitable objectives. In 2024, the CF Industries Foundation made grants to 35 different charitable organizations, totaling more than $1.2 million. These grants included: charitable donations to fund disaster relief efforts in Oklahoma, Iowa and Louisiana due to tornado, flooding and hurricane impacts; grants to launch sponsored scholarships for local students studying STEM at certain 2-year and 4-year colleges in Mississippi and Louisiana; charitable donations to local food banks in Louisiana and Oklahoma, including funding for a second year a mobile grocery market and elementary school pantry in a community near one of our facilities; a multi-year grant to Ducks Unlimited, Inc. in support of its Iowa Water Quality Wetlands and Shallow Lake Restoration Programs; and a multi-year grant to One Acre Fund in support of its farmer-led tree-planting reforestation program in Africa. More information regarding the CF Industries Foundation and its activities is available on our corporate website, www.cfindustries.com/foundation.
SHAREHOLDER ENGAGEMENT
We believe that building positive relationships with our shareholders is critical to CF Industries’ success. We value the views of, and regularly communicate with, our shareholders on a variety of topics, such as our financial performance, environmental, social, and governance initiatives, executive compensation, human capital management, environmental sustainability, community relations, and related matters. Management shares the feedback received from shareholders with the Board. Our chair, our committee chairs, and other members of the Board may also be available to participate in meetings with shareholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters.
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We conduct shareholder outreach campaigns in the spring and in the fall. Our engagements in the spring are primarily focused on ballot items up for a shareholder vote at our annual meeting of shareholders. Our engagements in the fall generally focus on voting outcomes from our prior annual meeting of shareholders — including direct shareholder feedback on how they voted on ballot items — as well as our environmental, social, and governance activities and initiatives. The fall engagement also presents an opportunity to discuss with shareholders developments in their methodologies and analyses and potential future areas of focus.
In both the spring of 2024 leading up to our 2024 annual meeting of shareholders and during the fall of 2024 following our 2024 annual meeting of shareholders, we contacted shareholders comprising approximately 70% of our outstanding shares to invite them to engage with us. Combined, we engaged with shareholders representing approximately 50% of our outstanding shares, discussing with these shareholders the ballot items and voting outcomes from our 2024 annual meeting of shareholders as well as general governance, compensation, corporate responsibility and sustainability matters.
COMMUNICATIONS WITH DIRECTORS
The Board has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the Board, any individual director, or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent c/o the corporate secretary to our principal executive offices at the address on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
All communications received as set forth in the preceding paragraph will be opened by the office of the general counsel for the sole purpose of determining whether the contents represent a message to one or more of our directors and then forwarded promptly to each addressee. In the case of communications to the Board or any group or committee of directors, the office of the general counsel will distribute copies of the contents to each director who is a member of the Board or of the group or committee to which the correspondence is addressed.
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DIRECTOR COMPENSATION
Non-employee directors receive compensation, including fees and reimbursements of expenses, for their service and dedication to the company. We recognize the substantial time and effort required to serve as a director of a large public company like ours. We believe that compensation for non-employee directors should be competitive and should encourage increased ownership of CF Industries stock through the payment of a portion of director compensation in shares of our stock. In order to further align the interests of our directors with the interests of our shareholders, our non-employee directors are required to achieve and maintain stock ownership with a market value equal to five times their annual cash retainer.
Our compensation and management development committee is responsible for reviewing director compensation and making recommendations to the Board. The committee reviews the compensation of our non-employee directors annually. In connection with its annual review of the compensation of our non-employee directors, the committee also authorizes its compensation consultant, Exequity LLP (“Exequity”), to work with our human resources department to compare the compensation of our non-employee directors with compensation paid to comparable directors at peer companies and the overall market based on the then most recent National Association of Corporate Directors survey on director compensation. See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Other Compensation Governance Practices and Considerations — Role of the Compensation Consultant.” Based on this review, in April 2024, the Board, upon the recommendation of the compensation and management development committee, decided to maintain at the 2023 level (i) the amount of the annual cash retainers paid to all non-employee directors and the chair of the Board, (ii) the amount of the annual cash retainers paid to the chairs of the Board committees and (iii) the value of the annual restricted stock grant to non-employee directors and to the chair of the Board, in each case in the amounts set forth below.
Annual Cash Retainer
All non-employee directors are entitled to an annual cash retainer of $115,000 ($195,000 in the case of the chair of the Board), payable quarterly. We do not pay meeting fees to our directors. Each new non-employee director will receive, upon joining the Board between annual meetings of shareholders, a full quarterly cash retainer, payable in advance (but without duplication), and will thereafter receive quarterly cash retainer payments along with the other non-employee directors. The chairs of the Board committees receive additional annual cash retainers in the following amounts, payable quarterly:
| |
Audit committee chair
|
| |
$22,500
|
|
| |
Compensation and management development committee chair
|
| |
$17,500
|
|
| |
Corporate governance and nominating committee chair
|
| |
$17,500
|
|
| |
Environmental sustainability and community committee chair
|
| |
$17,500
|
|
Annual Restricted Stock Grant
Each non-employee director will receive, upon joining the Board between annual meetings of shareholders, a restricted stock grant with a fair market value of $160,000 ($260,000 in the case of the chair of the Board), rounded to the nearest whole share. Thereafter, each continuing non-employee director will receive an annual restricted stock grant with a fair market value of $160,000 ($260,000 in the case of the chair of the Board), rounded to the nearest whole share, on the date of each annual meeting of shareholders. Assuming continuing service as a non-employee director, all shares of restricted stock will vest on the earlier of (x) the date of the first annual meeting of shareholders following the date of grant or (y) the first anniversary of the date of grant.
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2024 Director Compensation
The following table sets forth cash and non-cash compensation with respect to the year ended December 31, 2024, for our non-employee directors. Mr. Will and Mr. Bohn receive no additional compensation for their service as directors.
|
Name
|
| |
Fees Earned
or Paid in Cash(1) ($) |
| |
Stock
Awards(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
|
|
Javed Ahmed
|
| |
115,000
|
| |
159,976
|
| |
4,099
|
| |
279,075
|
|
|
Robert C. Arzbaecher
|
| |
132,500
|
| |
159,976
|
| |
4,099
|
| |
296,575
|
|
|
Deborah L. DeHaas
|
| |
115,000
|
| |
159,976
|
| |
4,099
|
| |
279,075
|
|
|
John W. Eaves
|
| |
132,500
|
| |
159,976
|
| |
4,099
|
| |
296,575
|
|
|
Susan A. Ellerbusch
|
| |
115,000
|
| |
159,976
|
| |
3,940
|
| |
278,916
|
|
|
Stephen J. Hagge
|
| |
195,000
|
| |
260,021
|
| |
6,661
|
| |
461,682
|
|
|
Jesus Madrazo
|
| |
115,000
|
| |
159,976
|
| |
4,099
|
| |
279,075
|
|
|
Anne P. Noonan
|
| |
132,500
|
| |
159,976
|
| |
4,099
|
| |
296,575
|
|
|
Michael J. Toelle
|
| |
115,000
|
| |
159,976
|
| |
4,099
|
| |
279,075
|
|
|
Theresa E. Wagler
|
| |
137,500
|
| |
159,976
|
| |
4,099
|
| |
301,575
|
|
|
Celso L. White
|
| |
115,000
|
| |
159,976
|
| |
4,099
|
| |
279,075
|
|
(1)
Amounts in this column represent the annual cash retainers that our non-employee directors earned during 2024.
(2)
Amounts in this column represent the grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 of the restricted stock awards that we granted to the non-employee directors during 2024 pursuant to our 2022 Equity and Incentive Plan. Our assumptions with respect to the FASB ASC Topic 718 valuation of these equity awards are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024. Additional information with respect to these restricted stock awards is set forth above under the heading “Annual Restricted Stock Grant.” Outstanding unvested restricted stock awards as of December 31, 2024 were as follows: 2,010 shares for each of directors Ahmed, Arzbaecher, DeHaas, Eaves, Ellerbusch, Madrazo, Noonan, Toelle, Wagler and White and 3,267 shares for Mr. Hagge, chair of the Board.
(3)
Amounts in this column represent dividends on restricted stock.
39
COMMON STOCK OWNERSHIP
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of March 13, 2025, concerning the beneficial ownership of each person known to us to beneficially own more than 5% of our common stock. The information in the table and the related notes is based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act.
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class(2) |
|
|
BlackRock, Inc.
50 Hudson Yards New York, NY 10001 |
| |
15,678,649(3)
|
| |
9.4%
|
|
|
FMR LLC
245 Summer Street Boston, Massachusetts 02210 |
| |
8,830,613(4)
|
| |
5.3%
|
|
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, Maryland 21202 |
| |
12,502,578(5)
|
| |
7.5%
|
|
|
The Vanguard Group.
100 Vanguard Blvd. Malvern, PA 19355 |
| |
24,066,823(6)
|
| |
14.5%
|
|
(1)
Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed.
(2)
Unless otherwise indicated, percentages calculated based upon common stock outstanding as of March 13, 2025 and beneficial ownership of common stock as set forth in the statements on Schedule 13G filed by the respective beneficial owners with the SEC.
(3)
Based solely on a Schedule 13G (Amendment No. 19), dated November 8, 2024 and filed with the SEC on November 8, 2024, by BlackRock, Inc. (“BlackRock”), which discloses that BlackRock has sole power to vote or to direct the vote of 14,483,844 shares of common stock and sole power to dispose or to direct the disposition of 15,678,649 shares of common stock.
(4)
Based solely on a Schedule 13G, dated February 11, 2025 and filed with the SEC on February 12, 2025, by FMR LLC (“FMR”) and Abigail P. Johnson, a Director, the Chairman, and the Chief Executive Officer of FMR, which discloses that FMR has sole power to vote or to direct the vote of 6,502,495 shares of common stock and sole power to dispose or to direct the disposition of 8,830,613 shares of common stock. Fractional shares are rounded to the nearest whole number.
(5)
Based solely on a Schedule 13G (Amendment No. 9), dated November 14, 2024 and filed with the SEC on November 14, 2024, by T. Rowe Price Associates, Inc. (“T. Rowe Price”), which discloses that T. Rowe Price has sole power to vote or to direct the vote of 11,802,351 shares of common stock and sole power to dispose or to direct the disposition of 12,474,651 shares of common stock.
(6)
Based solely on a Schedule 13G (Amendment No. 14), dated February 13, 2024 and filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”), which discloses that Vanguard has shared power to vote or to direct the vote of 252,988 shares of common stock, sole power to dispose or to direct the disposition of 23,242,559 shares of common stock, and shared power to dispose or to direct the disposition of 824,264 shares of common stock.
40
COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information, as of March 13, 2025, concerning the beneficial ownership of our common stock by:
•
each director or director nominee and each of our named executive officers; and
•
all directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership(1)(2) |
| |
Percent of
Class |
|
|
Javed Ahmed
|
| |
19,701
|
| |
*
|
|
|
Robert C. Arzbaecher(3)
|
| |
96,555
|
| |
*
|
|
|
Deborah L. DeHaas
|
| |
8,769
|
| |
*
|
|
|
John W. Eaves
|
| |
23,872
|
| |
*
|
|
|
Susan A. Ellerbusch
|
| |
3,859
|
| |
*
|
|
|
Stephen J. Hagge
|
| |
56,597
|
| |
*
|
|
|
Jesus Madrazo
|
| |
9,009
|
| |
*
|
|
|
Anne P. Noonan
|
| |
30,588
|
| |
*
|
|
|
Michael J. Toelle
|
| |
23,872
|
| |
*
|
|
|
Theresa E. Wagler
|
| |
33,000
|
| |
*
|
|
|
Celso L. White
|
| |
19,965
|
| |
*
|
|
|
W. Anthony Will(4)
|
| |
528,199
|
| |
*
|
|
|
Christopher D. Bohn
|
| |
130,981
|
| |
*
|
|
|
Gregory D. Cameron(5)
|
| |
—
|
| |
*
|
|
|
Bert A. Frost
|
| |
51,810
|
| |
*
|
|
|
Ashraf K. Malik
|
| |
11,855
|
| |
*
|
|
|
Susan L. Menzel
|
| |
51,976
|
| |
*
|
|
|
All directors and executive officers as a group
(20 persons) |
| |
1,175,520
|
| |
*
|
|
*
Less than 1%
(1)
Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed, either individually or jointly or in common with the individual’s spouse, subject to community property laws where applicable.
(2)
The shares indicated include 2,010 shares for each of directors Ahmed, Arzbaecher, DeHaas, Eaves, Ellerbusch, Madrazo, Noonan, Toelle, Wagler and White and 3,267 shares for Mr. Hagge, in each case granted under our 2022 Equity and Incentive Plan, that have not yet vested. These shares of restricted stock can be voted during the vesting period. The table does not include restricted stock units or performance vesting restricted stock units granted to our executive officers under our 2014 Equity and Incentive Plan and our 2022 Equity and Incentive Plan, as these awards cannot be voted during the vesting period.
(3)
The shares indicated include 18,565 shares held by the Arzbaecher Family Foundation.
(4)
Mr. Will also holds 29,504 additional “phantom” shares as a deemed investment under our Supplemental Benefit and Deferral Plan (a nonqualified benefits restoration and deferred compensation plan). These phantom shares cannot be voted.
(5)
Mr. Cameron joined the company in June 2024.
41
POLICY REGARDING RELATED PERSON
TRANSACTIONS
TRANSACTIONS
We recognize that transactions with related persons can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of the company and its shareholders. Accordingly, as a general matter, it is our preference to avoid such transactions.
Nevertheless, we recognize that there are situations where related person transactions may be in, or not inconsistent with, the best interests of the company and its shareholders, including but not limited to situations where we may obtain products or services of a nature, quantity, or quality, or on other terms, that are not readily available from alternative sources, or when we provide products or services to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties or to employees generally.
In order to deal with the potential conflicts inherent in such transactions, our audit committee has adopted a written policy regarding related person transactions. For the purposes of this policy, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the company was, is, or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has, or will have a direct or indirect material interest, other than (a) transactions where the rates or charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; (b) transactions involving services as a bank depositary of funds, transfer agent, registrar, or trustee under a trust indenture, or similar services; (c) transactions in which the interest of the related person derives solely from his or her service as a director of another entity that is a party to the transaction; or (d) transactions in which the interest of the related person derives solely from his or her ownership of less than 10% of the equity interest in another entity (other than a general partnership interest) which is a party to the transaction.
In addition, under our policy regarding related person transactions, transactions involving the purchase of products or services (other than personal or professional services) from an entity for which a director of the company or an immediate family member of a director serves as an executive officer are not considered to involve a material interest on the part of such director (and therefore are not considered related person transactions) if (i) the director did not participate in the decision on the part of the company to enter into such transactions, (ii) the transactions are made in the ordinary course of business and on substantially the same terms as those prevailing at the time for transactions with other unrelated third parties, and (iii) the amount paid in all transactions with any such entity in a twelve-month period is less than the greater of $500,000 or 1% of such entity’s consolidated gross revenues for the most recently completed fiscal year for which data is publicly available.
For purposes of the policy, a “related person” means:
•
any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the company or a nominee to become a director of the company;
•
any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;
•
any immediate family member of any of the foregoing persons; and
•
any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.
Under our policy regarding related person transactions, except as described below with respect to certain commercial transactions in the ordinary course of business, any proposed transaction
42
with a related person may be consummated or amended only if approved through the following process:
•
The general counsel will assess whether the proposed transaction is a related person transaction for purposes of the policy.
•
If the general counsel determines that the proposed transaction is a related person transaction, the proposed transaction must be submitted to the audit committee for consideration at the next committee meeting or, in those instances in which the general counsel, in consultation with the chief executive officer or the chief financial officer, determines that it is not practicable or desirable for us to wait until the next committee meeting, to the chair of the audit committee (who has been delegated authority to act between committee meetings).
•
The audit committee, or where submitted to the chair of the committee, the chair, will consider all of the relevant facts and circumstances available to the committee or the chair, including (if applicable) but not limited to: (i) the benefits to the company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; (iii) the availability of other suppliers or customers for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.
•
The audit committee (or the audit committee chair) will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the company and its shareholders, as the committee (or the audit committee chair) determines in good faith.
•
The audit committee or the audit committee chair, as applicable, will convey the decision to the general counsel, who shall convey the decision to the appropriate persons within the company.
At the audit committee’s first meeting of each fiscal year, the committee will review any previously approved related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the company’s contractual obligations, the committee will determine if it is in the best interests of the company and its shareholders to continue, modify, or terminate the related person transaction.
FMR and certain of its direct and indirect subsidiaries (collectively, “Fidelity”) own in the aggregate more than 5% of our outstanding common stock and, therefore, are considered related persons under our policy regarding related person transactions. We have agreements in place with Fidelity for Fidelity to provide administrative and trustee services for the company’s 401(k) plan, deferred compensation plan, health savings accounts (HSAs), and flexible spending accounts (FSAs). During 2024, Fidelity earned approximately $345,000 from us and approximately $225,000 from plan participants for these services. At its first meeting in 2024 and 2025, the audit committee reviewed and approved the transactions with, and ongoing administrative services from, Fidelity in accordance with our policy.
Our policy regarding related person transactions provides that no member of the audit committee will participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.
43
PROPOSAL 2: ADVISORY VOTE TO
APPROVE COMPENSATION OF NAMED
EXECUTIVE OFFICERS (“SAY ON PAY”)
APPROVE COMPENSATION OF NAMED
EXECUTIVE OFFICERS (“SAY ON PAY”)
Pursuant to Section 14A of the Exchange Act, our shareholders are entitled to an advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement, including in the Compensation Discussion and Analysis (CD&A) beginning on page 47 and the Executive Compensation tables and accompanying narrative discussion beginning on page 83. This proposal is commonly referred to as a “Say on Pay” proposal.
The Board and the compensation and management development committee believe that the compensation of the named executive officers is appropriate for the company and in the best interests of our shareholders over the long term. As discussed in more detail in the CD&A beginning on page 47, our compensation programs are intended to:
•
align the interests of our officers with those of our shareholders,
•
permit the company to remain competitive in the market for highly qualified management personnel,
•
provide appropriate incentives for attainment of both our short-term and long-term goals and
•
retain strong performers.
Accordingly, we are asking you to vote, on an advisory basis, FOR the adoption of the following resolution:
“RESOLVED, that the shareholders of CF Industries Holdings, Inc. approve the compensation of the CF Industries Holdings, Inc.’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion.”
Because the vote on the “Say on Pay” proposal is advisory, it is not binding on the company. Although the advisory vote is non-binding, the Board and the compensation and management development committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
We currently hold an advisory vote on a “Say on Pay” proposal every year. Therefore, the next advisory Say on Pay vote will occur at our 2026 annual meeting of shareholders. Shareholders have an opportunity to cast an advisory vote on the frequency of “Say on Pay” proposals at least every six years. We currently expect that the next advisory vote on the frequency of the “Say on Pay” proposals will occur at our 2029 annual meeting of shareholders.
Board Recommendation
The Board unanimously recommends that you vote, on an advisory basis, FOR the Say on Pay proposal.
44
EXECUTIVE OFFICERS
Set forth below is certain biographical information for our executive officers other than Mr. Will and Mr. Bohn (whose biographical information appears above under the heading “Director Nominee Biographies”). All of the executive officers of the company serve at the discretion of the Board. In the biographical information set forth below, the ages of our executive officers are as of March 13, 2025.
Gregory D. Cameron (age 56) has served as our executive vice president and chief financial officer since June 2024. Prior to joining CF Industries, Mr. Cameron served as president and chief financial officer of Bloom Energy Corporation, which designs, manufactures, sells, and installs solid-oxide fuel cell systems for on-site power generation, from February 2023 to May 2024 and served as executive vice president and chief financial officer from April 2020 to February 2023. Mr. Cameron joined Bloom Energy from General Electric Company, where he served as president and chief executive officer, Global Operations — GE Company, from 2018 through 2019 and as president and chief executive officer, Global Legacy Solutions — GE Capital from 2016 through 2018. Prior to 2016, he served in various senior roles with General Electric, including as chief financial officer, Americas — GE Capital from 2009 through 2016. Mr. Cameron holds a bachelor’s degree in economics from St. Lawrence University.
Linda M. Dempsey (age 61) has served as our vice president, public affairs since March 2020. Prior to joining CF Industries, Ms. Dempsey served from September 2012 to February 2020 as vice president, international economic affairs, for the National Association of Manufacturers, where she represented the manufacturing sector on international trade, investment, intellectual property and regulatory policies, legislation and agreements. Prior to the National Association of Manufacturers, Ms. Dempsey served as vice president of the Emergency Committee for American Trade from December 2000 to August 2012. Ms. Dempsey holds a B.A. in political science from The Pennsylvania State University and a J.D. degree from Boalt Hall School of Law, University of California at Berkeley.
Bert A. Frost (age 60) has served as our executive vice president, sales, market development, and supply chain since July 2023. He was previously our senior vice president, sales, market development, and supply chain, from May 2016 to July 2023, our senior vice president, sales, distribution, and market development, from May 2014 to May 2016, our senior vice president, sales and market development, from January 2012 to May 2014, and our vice president, sales and market development, from January 2009 to December 2011. Before joining CF Industries in November 2008, Mr. Frost spent over 13 years with Archer Daniels Midland Company, where he served most recently as Managing Director — International Fertilizer/Inputs from June 2008 to November 2008 and Director — Fertilizer, Logistics and Ports Divisions, ADM — Brazil from April 2000 to June 2008. Earlier in his career, Mr. Frost held positions of increasing responsibility at Archer Daniels Midland and Koch Industries, Inc. He holds a B.S. degree from Kansas State University and he is a graduate of the Harvard Business School’s Advanced Management Program.
Richard A. Hoker (age 60) has served as our vice president and corporate controller since November 2007. Before joining CF Industries, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served most recently as vice president and controller from January 2007 to November 2007 and principal accounting officer from July 2007 to November 2007. Prior to being named controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm’s audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is a certified public accountant.
45
Ashraf K. Malik (age 59) has served as our senior vice president, manufacturing and distribution since September 2019. He was previously our vice president, site operations, from January 2012 to September 2019. Prior to joining CF Industries, Mr. Malik served as director of manufacturing for GrowHow UK Limited from 2007 to 2012. Earlier in his career, Mr. Malik held positions of increasing responsibility in engineering and operations management at Terra Industries Inc. and ICI plc. Mr. Malik holds a BSc degree in engineering from City, University of London.
Michael P. McGrane (age 51) has served as our vice president, general counsel and secretary since July 2023. He was previously our vice president, chief compliance officer and assistant secretary, from January 2016 to July 2023, and our associate general counsel and assistant secretary from September 2011 to January 2016. Prior to joining CF Industries, Mr. McGrane was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where his practice concentrated on mergers and acquisitions, securities offerings, corporate governance, and general corporate and securities law matters. He holds a B.S. degree in accounting from the University of Illinois at Chicago and a J.D. degree from Chicago-Kent College of Law.
Susan L. Menzel (age 59) has served as our executive vice president and chief administrative officer since July 2023. She was previously our senior vice president, human resources, from October 2017 to July 2023. Prior to joining CF Industries, Ms. Menzel served as executive vice president, human resources, for CNO Financial Group, Inc., a holding company for a group of insurance companies operating throughout the United States, from May 2005 to October 2017. Prior to CNO Financial Group, she served as senior vice president, human resources for APAC Customer Services, Inc., and in roles of increasing responsibility for Sears, Roebuck & Co. and Montgomery Ward & Co., Incorporated. Ms. Menzel holds a bachelor’s degree in business administration and economics from Augustana College.
46
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis discussion provides you with a detailed description of our compensation program for our named executive officers (NEOs) for 2024. It also provides an overview of our compensation philosophy and our policies and programs, which are designed to achieve our compensation objectives.
NAMED EXECUTIVE OFFICERS
Our NEOs for 2024 were:
| |
Name
|
| |
Title(1)
|
|
| | W. Anthony Will | | | President and Chief Executive Officer | |
| |
Gregory D. Cameron
|
| | Executive Vice President and Chief Financial Officer(2) | |
| |
Christopher D. Bohn
|
| | Executive Vice President and Chief Operating Officer(3) | |
| | Bert A. Frost | | |
Executive Vice President, Sales, Market Development, and Supply Chain
|
|
| | Susan L. Menzel | | | Executive Vice President and Chief Administrative Officer | |
| | Ashraf K. Malik | | | Senior Vice President, Manufacturing and Distribution | |
(1)
Represents the NEO’s position as of December 31, 2024.
(2)
Effective June 17, 2024, Mr. Cameron was appointed Executive Vice President and Chief Financial Officer.
(3)
Effective February 1, 2024, Mr. Bohn was appointed to serve as the company’s Executive Vice President and Chief Operating Officer. Mr. Bohn served as the company’s Chief Financial Officer from September 2019 until the effective date of Mr. Cameron’s appointment.
TABLE OF CONTENTS
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47
OVERVIEW OF OUR BUSINESS AND STRATEGY
Business Overview and Corporate Strategy
At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network — the world’s largest — to enable low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our best-in-class operational capability and disciplined capital and corporate stewardship — supported by a culture rooted in our core values that we live each and every day — drive business results that create long-term value for all our stakeholders. Our strategy is reviewed and endorsed annually by the Board, and the Board plays an active role in overseeing the successful execution of our strategy.
For more information on our business, see “Item 1. — Business” and “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report.
Our Strategy
At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, urea ammonium nitrate solution and diesel exhaust fluid. A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.
Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes. These opportunities
48
include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes. These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.
We execute our strategy across four dimensions:
•
decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;
•
evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;
•
forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and
•
collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.
At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia. CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere. Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project. Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project. For each facility we have contracted with ExxonMobil to transport and sequester the captured CO2 in permanent geologic storage. At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO2 that would otherwise have been emitted to the atmosphere. At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere. Each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per metric ton of sequestered CO2.
Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.
In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia. ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia production process by more than 90% compared to conventional ammonia plants. The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies. Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.
We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity. Our evaluation includes assessing whether the ammonia production technology under
49
consideration will satisfy carbon intensity and other requirements for potential end users. Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.
We believe that execution of our strategy and development of the market for low-carbon ammonia will provide significant growth opportunities and generate sustainable long-term value for all of our stakeholders.
2024 Performance Highlights
Operating Results
| | |
Net Earnings
Attributable to Common Stockholders |
| | |
Earnings Per
Diluted Share |
| | |
EBITDA(1)
|
| | |
Adjusted
EBITDA (As Reported)(1) |
| | |
Net Cash Provided by
Operating Activities |
| |
| | |
$1.22 Billion
|
| | |
$6.74
|
| | |
$2.33 Billion
|
| | |
$2.28 Billion
|
| | |
$2.27 Billion
|
| |
Annual Incentive Plan Performance Metrics
| | |
Financial Metric
|
| | |
Clean Energy
Metric |
| | |
Sustainability
Metric |
| | |
Process Safety Metric
|
| | ||||
| | |
Adjusted
EBITDA(2) |
| | |
Clean Energy
Milestones(3) |
| | |
Process,
Technology and Reporting Capabilities Milestones(4) |
| | |
Behavioral
Safety Gate Threshold(5) |
| | |
Timely Completion
Percentage(6) |
| |
| | |
$2.28 Billion
|
| | |
Achieved 4 milestones
|
| | |
Achieved 4 milestones
|
| | |
Achieved 99.4%
|
| | |
Achieved 99.8%
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Target:
$2.75 Billion |
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Target:
2 milestones |
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Target:
2 milestones |
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Threshold:
≥ 95% |
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Target:
95% |
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In 2023, product prices declined as market participants continued to adjust to changes in global trade flows resulting from the geopolitical environment. Going into 2024, benchmark pricing curves indicated lower product prices in 2024 as compared to 2023, but the company expected global nitrogen demand to remain resilient driven by continued strong agriculture applications and recovering industrial demand, while global nitrogen supply was expected to remain constrained with high energy prices in Europe and Asia and other supply side restrictions. In addition, the company expected increased production from its network based on increased tons from the acquisition of the Waggaman facility, partially offset by higher scheduled downtime in 2024 as compared to 2023 due to turnarounds and other planned maintenance. Energy spreads were expected to continue to favor the company’s North American-based production network, but domestic natural gas prices were projected to increase for 2024 relative to 2023 as LNG exports were expected to increase after the resolution of outages and maintenance issues in 2023. As a result, the compensation and management development committee set the target performance level for the Financial Metric at $2.75 billion of Adjusted EBITDA. This target is about the same as the company’s 2023 performance, with projected lower product prices and higher natural gas costs partially offset by higher sales volume from increased production.
Actual financial results in 2024 reflect continued strong execution by the CF Industries team and continued progress on our strategic initiatives. The global nitrogen supply-demand balance remained constructive and globally nitrogen industry dynamics continue to support our low-cost network. The company’s 2024 financial performance did not meet the company’s expectations as product prices were lower than projected due to lower global energy costs reducing the global market clearing price required to meet global demand. Lower sales prices were partially offset by lower
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realized gas costs driven by greater supply availability resulting from warmer weather in North America and increased domestic production. The company’s facilities ran well in 2024, although production volumes were slightly less than expected due to unplanned maintenance activity caused by weather-related factors in the first quarter of 2024.
Additionally, the company continued to deliver on its strategic priorities and create long-term shareholder value.
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Safety
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| | | As of December 31, 2024, the company’s 12-month rolling average recordable incident rate was 0.31 incidents per 200,000 work hours — an industry leading result | | |
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Operational Excellence
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Long-term asset utilization over the last five years is approximately 8% higher than the average utilization rate of our North American competitors
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Efficiency
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| | | SG&A costs as a percentage of sales remained among the lowest in both the chemicals and fertilizer industries in 2024 | | |
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Return to Shareholders
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| | | Returned $1.87 billion to shareholders in 2024 through $1.51 billion in share repurchases and $364 million in dividend payments | | |
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Clean Energy Commitment
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We are taking significant steps to decarbonize our own production network and support a global hydrogen and clean fuel economy, through the production of low-carbon ammonia
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(1)
EBITDA is defined as net earnings attributable to common stockholders plus interest expense (income)-net, income taxes and depreciation and amortization. Adjusted EBITDA as reported is defined as EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for a reconciliation of EBITDA and adjusted EBITDA as reported to the most directly comparable GAAP measure.
(2)
See “— Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” for the definition of Adjusted EBITDA for purposes of our annual incentive plan. Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.
(3)
The completion of specified clean energy milestones relating to the development of a new carbon capture and sequestration project, the advancement of a project to develop a greenfield low-carbon ammonia facility, the commercialization of greenhouse gas (GHG) abatement credits, and the evaluation and implementation of recommendations for reporting GHG Scope 1 emissions.
(4)
The completion of specified sustainability goals related to key initiatives that continue to advance efforts to streamline, automate and integrate process technology and reporting capabilities for our long-term growth and sustainability, including the migration and implementation of a new asset management and procurement system and the system integration of the Waggaman facility acquired in December 2023.
(5)
The Process Safety Metric has a behavioral safety gate threshold. If at least 95% of all individual safety scores of all employees at manufacturing sites were “80 points” or better for the year, the safety performance gating requirement would be achieved. If the safety performance gating requirement was not achieved, there would be no payout under the Process Safety Metric.
(6)
The completion of scheduled safety critical equipment inspections on schedule and timely management of changes (MOCs).
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Shareholder Returns
The global nitrogen industry is inherently cyclical, and our financial results can be significantly impacted by the pronounced effects of highly volatile commodity prices for our products as well as for natural gas, which is our principal feedstock. Additionally, we execute our strategy and evaluate our performance over a full cycle for our industry, which typically occurs over multiple years. As a result, we believe it is important to view total shareholder return over a longer time horizon than just one year. The following table shows the cumulative total shareholder return (“TSR”), assuming the reinvestment of dividends, for our common stock and certain peer group companies for the 1-, 3-, 5-, 7-, and 10-year periods ended December 31, 2024.
Each of Nutrien, Ltd. (“Nutrien”), The Mosaic Company (“Mosaic”) and Yara International ASA (“Yara”) are a publicly traded manufacturer of agricultural chemical fertilizers. For purposes of calculating the TSR of CF Industries, Nutrien, Mosaic and Yara for the 1-, 3-, 5-, 7-, and 10-year periods ending December 31, 2024, the beginning stock price for each peer group company was established by its respective closing price on the last trading day immediately preceding January 1 of the first fiscal year of the applicable measurement period. For Yara, we used its home exchange stock prices, converted into U.S. dollars, for TSR calculation purposes. For Nutrien, which was formed through the merger of Agrium, Inc. (“Agrium”) and Potash Corporation of Saskatchewan Inc. (“Potash Corp”), the TSR includes (i) the stock prices for Agrium and Potash from December 31, 2014 through December 31, 2017, (ii) the cumulative investment in each of Agrium and Potash Corp, assuming dividend reinvestments up to December 31, 2017, converted into shares of Nutrien on January 2, 2018 using the exchange ratio in the merger of equals transaction consummated on that date, and (iii) the stock price for Nutrien from January 2, 2018 through December 31, 2024.
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COMPENSATION PROGRAM OVERVIEW
Compensation Program Highlights
Our executive compensation practices are overseen and administered by the compensation and management development committee, which is composed exclusively of independent directors. The committee is responsible for designing an executive compensation program — including approving any changes to it — that effectively incentivizes our executives to create long-term value for our shareholders.
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Summary
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Compensation
Philosophy |
| | | Our compensation philosophy seeks to align the interests of our employees and our shareholders through focusing on the total compensation (base salary, short-term incentives, long-term incentives, and benefits) of our employees, including our executive officers. We seek to benefit from this strategy by attracting key talent, retaining strong performers, increasing productivity, and maximizing operational and financial results, while also implementing compensation programs that are cost effective, market competitive, and sustainable across business cycles. | | | | P. 55 | | | ||||
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Key Elements of
Compensation Program |
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Salary
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Paid in line with individual performance and contribution to company goals and aligned to competitive market data
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| | | P. 56; 60 | | |
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Annual Cash Incentives
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The amount of the actual incentive earned is determined based on our level of achievement of four performance metrics:
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60%: level of achievement of Adjusted EBITDA* (Financial Metric)
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20%: level of achievement of the completion of specified clean energy strategy goals (Clean Energy Metric)
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10%: level of achievement of the completion of specified sustainability goals related to process technology and reporting capabilities
(Sustainability Initiative Metric)
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10%: level of achievement of the completion of safety critical equipment inspections on schedule and timely management of changes, subject to first achieving a gating level of behavioral safety practices goals (Process Safety Metric)
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| | | P. 56; 60-67 | | | |||||
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Long-Term Equity Incentives
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A specified dollar-denominated value is split between two equity award types:
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60%: performance vesting restricted stock units (“PRSUs”) (3-year cliff vesting based on average return on net assets (“RONA”)* over three one-year periods, and a TSR modifier that can decrease or increase payout by up to 20%)
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40%: restricted stock units (“RSUs”) (3-year ratable vesting)
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P. 56;
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Rigorous Benchmarking and
Incentive Target Setting |
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Benchmarking
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| | | Our target total direct compensation is targeted at the 50th percentile of our Industry Reference Group, which is composed of 19 companies in related industries, and the overall general industry market data. | | | | P. 59 | | |
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Incentive Metrics and Performance Levels
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We utilize performance metrics for our incentive compensation programs that align executive interests with those of our shareholders.
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Executives are focused on achieving top performance across metrics that are directly tied to shareholder value creation and our core strategic objectives.
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The compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan when setting goals and targets for our incentive compensation programs.
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The performance metrics and target performance levels reflect the inherent cyclicality of our business.
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Leading Compensation
Governance Practices |
| | | Our leading compensation governance practices include: | | | |||||||||
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Strong pay-for-performance alignment
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No employment agreements
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Clawback policy covering incentive awards
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No repriced stock options
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Stock ownership guidelines
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Minimal perquisites
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Performance metrics that align executive interests with interests of shareholders
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Executive officers are prohibited from hedging or pledging our stock
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A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity
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No new excise tax gross-ups after 2011 (No NEOs, other than Mr. Frost, have such gross-up)
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*
For the definitions of Adjusted EBITDA and RONA, see “— Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined.” Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.
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2024 Target Total Compensation
The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based, with direct ties to the company and individual employee performance. The significant majority of each NEO’s target compensation is at-risk based on company performance.
2024 Target Total Direct Compensation Mix
The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for our other named executive officers for 2024:
AIP:
Annual Incentive Plan (annual bonus), cash settled
LTIP: Long-Term Incentive Plan, denominated in equity
2024 CEO Target Total Compensation
The compensation and management development committee approved our CEO’s base salary and target values of his annual incentive award and long-term incentive award for 2024. In consultation with its independent compensation consultant, the compensation and management development committee determined that our CEO’s base salary, target annual incentive approved for 2024 and target long-term incentive award to be granted in 2024 should be increased, compared with the targets that were in effect for 2023. These new amounts are in line with our Industry Reference Group (described in greater detail below) and the overall general industry survey data, further align pay delivery with long-term performance, and reflect trends in executive compensation generally. The CEO’s target annual incentive level of 150% of base salary for 2024 was unchanged from 2023, and the increase in the dollar value of his target annual incentive award is a result of the increase in base salary only. The committee believes the minimal changes to the CEO’s target total compensation over several years underscore that our executive compensation program is appropriately aligned with performance and that salaries and the target value for incentive awards are appropriately benchmarked.
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Pay Element
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2024
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2023
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% Change
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$ 1,400,000
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$ 1,350,000
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4%
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| | Target Annual Incentive Level | | |
150%
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150%
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0%
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| | Target Annual Incentive ($) | | |
$ 2,100,000
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$ 2,025,000
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4%
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| | Target Long-Term Incentive | | |
$ 7,500,000
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$ 7,000,000
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7%
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| | CEO Total Target Compensation | | |
$11,000,000
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$10,375,000
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6%
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Shareholder Engagement
The Board recognizes the importance of executive compensation decisions to our shareholders. The annual say-on-pay advisory vote provides our shareholders with the opportunity to:
•
Evaluate our executive compensation philosophy, policies and practices;
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Evaluate the alignment of the compensation of our NEOs with our results; and
•
Cast an advisory vote to approve the compensation of our NEOs.
At the 2024 annual meeting of shareholders, the say-on-pay advisory vote received majority support, with approximately 95% of the votes cast in favor of our executive compensation policies, practices and determinations. The Board encourages an open and constructive dialogue with shareholders on compensation to ensure alignment on policies and practices.
We invite all shareholders to provide feedback to us on our compensation programs. As discussed in “Proposal 1: Election of Directors — Corporate Governance Shareholder Engagement” and the Board’s statement in opposition to “Proposal 4: Shareholder Proposal Regarding Shareholder Approval Requirement for Excessive Golden Parachutes,” we extended engagement requests to shareholders representing approximately 70% of outstanding shares during both our spring and fall outreach campaigns. Shareholders who provided feedback on our compensation programs generally reported that executive compensation at CF Industries was reasonable and well-aligned to performance. No consistent or prevalent concerns were raised from our engagements.
We will continue to regularly review (along with our outside compensation consultant) our executive compensation programs to ensure alignment with our compensation philosophy, and we are committed to continuing our dialogue with shareholders so that we can be proactive in responding to emerging industry trends and be responsive to shareholder concerns.
COMPENSATION DISCUSSION AND ANALYSIS: IN DETAIL
Compensation Philosophy
Our compensation and management development committee has adopted a compensation philosophy that seeks to align the interests of our employees and our shareholders through focusing on the total compensation (base salary, short-term incentives, long-term incentives, and benefits) of our employees, including our NEOs. We seek to benefit from this strategy by attracting key talent, retaining strong performers, increasing productivity, and maximizing operational and financial results, while also implementing compensation programs that are cost effective, market competitive, and sustainable across business cycles.
Our executive compensation program is designed to reward executives for their contributions to our short-term and long-term results. Annual cash incentive compensation is based on the achievement of annual performance goals while the majority of executives’ long-term incentive opportunity is based on performance against criteria that are correlated with both annual and long-term shareholder value.
Our goal is to provide direct compensation to our NEOs that is market competitive with other comparable companies. To obtain a general understanding of current compensation practices, the compensation and management development committee received in 2024 a market assessment from its independent outside compensation consultant, Exequity LLP (“Exequity”), that was derived from published survey compensation data, which Exequity adjusted for variations in revenue among the included companies. To further gauge the competitiveness of our total compensation offering, we also compare ourselves against our Industry Reference Group, which is a group of 19 similar companies in related industries. Additional information regarding this group of companies is set forth below under the heading “Use of Industry Reference Group.”
Incentive opportunities are structured in a way that recognizes our cyclicality and emphasis on a team-based culture.
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Key Elements of NEO Compensation Program
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Component
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Key Characteristics and Rationale
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| | Salary | | |
•
We seek to pay salaries in line with individual performance and contribution to company goals.
•
In the aggregate, base salaries of our NEOs are targeted at the median of the peer group companies in our Industry Reference Group and the overall general industry market data from the outside compensation consultant’s market assessment. Individual performance and potential, relative criticality of the individual position in relation to achievement of the company’s goals, and business affordability are also considered in determining base salaries.
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To maintain our desired market position, we conduct annual salary reviews.
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| | Short-Term Incentives | | |
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Variable compensation component that provides executive officers and other employees with the opportunity to earn additional annual cash compensation beyond base salary.
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The role of short-term incentives is to reward and encourage the achievement of annual financial results and other specified corporate performance goals.
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Short-term incentives are also targeted at the market median, and achievement of these awards depends on attaining corporate performance goals.
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Adjusted EBITDA has been a cornerstone of our annual short-term incentive program, comprising a 50% weighting of the performance metric in 2016, a 75% weighting in 2017 — 2020, an 80% weighting in 2021 and 2022 and a 60% weighting in 2023 and 2024.
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The 2024 short-term incentive program also included a clean energy metric comprising 20%, a sustainability metric comprising 10%, and a process safety metric comprising 10%.
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Variable compensation component that focuses on enterprise value creation and employee retention. Long-term incentives are provided through annual stock-based awards.
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Participation is extended to executive officers and other key employees. Eligibility guidelines with award ranges reflecting position responsibility levels and competitive market practices are updated annually. The guidelines allow for individual variation in long-term incentives based on performance level, potential contribution, and value to the business.
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In general, long-term incentives for our executive officers are targeted at the market median with the opportunity to receive above market awards for excellent performance.
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Long-term incentive awards granted to our NEOs in connection with setting target compensation are based on a specified dollar-denominated value, which since 2018 has been split among two different award types — 60% PRSUs and 40% RSUs.
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PRSUs awards are subject to three-year vesting criteria based on:
◦
Average return on net assets (RONA) over three one-year periods
◦
A modifier pursuant to which the number of shares earned based on RONA performance may be increased or decreased by up to 20% based on our three-year TSR performance against a threshold, target, and maximum level of performance
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Compensation Metrics Tie to Business Strategy
The compensation and management development committee selects performance metrics for our incentive compensation programs that align executive interests with those of our shareholders. Executives are focused on achieving top performance across metrics that are directly tied to shareholder value creation and our core strategic objectives, as indicated below:
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Annual Incentives
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Metric
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Alignment
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| | Adjusted EBITDA | | | Adjusted EBITDA is the primary metric by which we measure our profitability and by which investors measure our performance | |
| | Completion of specified clean energy milestones | | | Aligns with the company’s focus on decarbonizing its existing ammonia production network, creating low-carbon ammonia capacity and supporting and accelerating the global transition to a clean energy economy | |
| | Completion of specified process technology and reporting capabilities milestones | | | Relates to key initiatives that continue to advance efforts to streamline, automate and integrate process technology and reporting capabilities for our long-term growth and sustainability | |
| | Timely Completion Percentage for Inspections and MOCs, Subject to Behavioral Safety Practices | | | Underscores our focus on safely operating our facilities, our commitment to CF Industries’ “Do It Right” culture, and our constant efforts to drive workplace safety. Operating in a safe and responsible manner is a core value and an integral part of what sets CF Industries apart to all our stakeholders | |
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Long-Term Incentives
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Metric
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Alignment
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Return on Net Assets (RONA)
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| | RONA is correlated with long-term TSR performance and is viewed as an indicator of the results of management’s operating decisions | |
| | Total Shareholder Return | | | Explicitly links executive incentives with shareholder value creation | |
Our Metrics Defined
As described above, our annual incentive plan uses Adjusted EBITDA as its primary performance metric and our long-term incentive program uses average return on net assets, or RONA, for the PRSU three-year performance criteria.
•
EBITDA is defined as net earnings attributable to common stockholders plus interest expense (income)-net, income tax provision (benefit) and depreciation and amortization less depreciation and amortization in noncontrolling interest and loan fee amortization included in both interest expense-net and depreciation and amortization.
•
Adjusted EBITDA is defined under the annual incentive plan as EBITDA plus: (i) unrealized mark to market losses (gains) on hedges; (ii) unrealized and realized losses (gains) associated with foreign exchange on intercompany loan activity or foreign
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denominated payables and receivables; (iii) acquisition or disposition related transaction costs or fees; (iv) integration costs for acquisitions; (v) losses (gains) or costs on the disposition or formation of joint ventures; (vi) restructuring, exit, impairments, system implementation, or process reengineering costs or similar types of costs; (vii) non-budgeted, non-capitalized strategic initiatives (e.g. clean energy) project costs; (viii) losses (gains) recognized due to the acquisition or disposal of a business or group of assets, that represents a major portion of the business; (ix) losses (gains) associated with regulatory changes (e.g. regulatory tax code changes); and (x) losses (profits) associated with divestitures (acquisitions) completed during the year.
•
Average Return on Net Assets (RONA) is determined by reference to the ratio (expressed as a percentage) of Adjusted EBITDA divided by average operational assets. The “average operational assets” denominator of this metric is determined under the long-term incentive program essentially as the simple average of the beginning and year-end values for total assets as adjusted for certain items, including: (i) cash and cash equivalents; (ii) restricted cash; (iii) short-term investments; (iv) investments in marketable equity securities; (v) prepaid income taxes; (vi) total current liabilities; (vii) long-term deferred income taxes; (viii) other noncurrent liabilities; (ix) assets associated with major capital projects, strategic initiatives or joint ventures (as approved by the compensation and management development committee); (x) net assets associated with acquisitions and divestitures completed during the year; (xi) asset or liability changes associated with regulatory changes (e.g. regulatory tax code changes); (xii) short-term debt or notes payable included in current liabilities; and (xiii) short-term lease liabilities.
The Compensation Process
Allocation of Compensation Elements
We provide a mixture of cash compensation and non-cash compensation to our NEOs. The cash portion consists primarily of base salaries and short-term incentive awards. The non-cash portion consists primarily of stock-based long-term incentive awards.
Our allocation among base salary, short-term incentives, and long-term incentives varies significantly by management level, reflecting individual responsibility levels and competitive market practices. In general, our more senior executive officers receive a greater percentage of their total expected compensation in the form of incentives (particularly long-term incentives) and a correspondingly lower percentage in the form of salary.
In addition to using benchmark survey data, we also consider internal factors that may cause us to adjust particular elements of an individual executive officer’s compensation. These factors may include an individual’s operating responsibilities, management level, tenure, potential, and performance in the position.
To assist in its evaluation, our compensation and management development committee reviews the details of an executive’s historical and proposed compensation as described below, including a review of our NEOs’ existing base salaries and target annual incentive levels in connection with the approval of their new base salaries and target annual incentive levels for the following year.
In addition, four times per year the compensation and management development committee reviews reports regarding our NEOs’ holdings and transactions involving our stock, including our NEOs’ holdings of stock and long-term stock-based incentive awards, stock option exercises, purchases, sales and gifts of stock, and surrenders of vested shares in order to satisfy withholding tax requirements, as applicable.
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Compensation Benchmarking
Our target total direct compensation is targeted at the 50th percentile of our Industry Reference Group and the overall general industry market data from the outside compensation consultant’s market assessment. The compensation and management development committee considers skills, performance, capabilities, experience, criticality of the role, and the future potential of each NEO in setting actual compensation; therefore, target total direct compensation can be above or below the 50th percentile for different NEOs.
Committee Process for Incentive Target-Setting
The compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan when setting goals and targets for our incentive compensation programs. Management prepares the company’s annual business plan and reviews it in detail with the Board. Management prepares the annual business plan through a rigorous process utilizing a combination of factors, including management’s view of current industry conditions, recent historical performance, internal forecasts, as well as external public market indicators.
Our industry is inherently cyclical, and our financial results are significantly impacted by the pronounced effects of highly volatile commodity prices for our nitrogen products as well as for natural gas, which is our principal feedstock. As a result, the industry conditions in existence during any given fiscal year can be dramatically different from, and have no significant bearing on, the conditions that will exist in the following year. Accordingly, the target performance levels set by the compensation and management development committee for our annual incentive program for any given year may be higher or lower or unchanged from the levels set in the prior year.
In addition to cyclicality, the calendar timing of the compensation and management development committee’s decision-making process around target-setting for our incentive compensation programs is particularly important to understanding its limited visibility into certain external factors that have the potential to significantly impact our financial and operating results, including natural gas prices, international trade policies, geopolitics, currency fluctuations, weather, etc.
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Illustrative Timeline for Compensation and Management Development Committee Process
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May
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October
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December
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Review of current compensation trends and issues
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Independent compensation consultant provides an analysis of current and potential peers based on strategy, business structure, and industry
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Evaluation of STI and LTI program outcomes against overall program design, stated goals, and alignment with strategy
•
Review of current/future compensation program objectives, design, and goals
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Review of proxy peer analysis and overall general industry benchmark market data against our NEOs’ compensation
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STI and LTI metrics for upcoming year established
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•
Completion of internal budget forecasting, incorporating supply-demand forecasts with external market prices such as natural gas futures strips
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Setting STI and LTI performance goals and targets taking into account the previous year’s financial performance, market trends and the company’s annual business plan
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Review and Approval of 2024 Cash Compensation
In setting cash compensation levels for 2024, the compensation and management development committee reviewed the base salaries and target annual incentives for our NEOs that had been in effect for 2023.
In connection with its review, the compensation and management development committee reviewed several reports from Exequity to obtain a general understanding of current compensation practices. In performing its market assessment, Exequity used published survey compensation data, and adjusted for variations in revenue among the included companies.
In addition, the compensation and management development committee reviewed information provided by the compensation consultant regarding the publicly reported cash compensation of NEOs of the group of companies in our Industry Reference Group, which is composed of 19 companies in related industries. Additional information regarding this group of companies is set forth below under the heading “Use of Industry Reference Group.”
The compensation and management development committee also considered cash compensation recommendations from our chief executive officer for each of the NEOs other than himself. These recommendations took into account the chief executive officer’s assessment of each individual’s operating responsibilities, management level, tenure and performance in the position, and potential.
Review of Base Salary Compensation
During its review of NEO base salaries, the compensation and management development committee considered all of this information in the context of the goals and objectives of our executive compensation plans. As noted above, we seek to pay salaries in line with individual performance and contribution to company goals.
•
In the aggregate, base salaries are targeted at the median of the peer group companies in our Industry Reference Group and the overall general industry market data from the outside compensation consultant’s market assessment.
•
Individual performance, relative criticality of the individual position in relation to achievement of the company’s goals, and business affordability are also considered in determining base salaries.
•
We conduct annual salary reviews and make salary adjustments as necessary to maintain our desired market position.
•
Additional information regarding these goals and objectives is set forth above under the headings “Compensation Philosophy” and “Key Elements of NEO Compensation Program.”
Review of the Short-term Incentive Program
The compensation and management development committee seeks to ensure that the compensation program aligns with the company’s financial performance and strategic objectives. Since 2016, our primary short-term incentive program metric has been Adjusted EBITDA at a weighting of 50% to 80%. In 2023, the Adjusted EBITDA weighting was 60%. Over time, the committee has refined the program, notably the incentive plan metrics, to align executives’ focus areas with strategic imperatives that have evolved along with market conditions and our operations.
Since 2018, one of the secondary metrics our short-term incentive program has incorporated is behavioral safety practices goals. The compensation and management development committee believed a focus on operational excellence would drive the company to safely maximize operational execution and asset utilization. The “safety gate” also demonstrated our commitment to safety and the “Do It Right” culture. The behavioral safety gate has continued to be a focus of our annual incentive plan and since 2021 we have incorporated this element as part of our process safety metric.
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Since 2021, the company also had additional secondary metrics for the short-term incentive program related to our clean energy strategy, corporate sustainability initiatives, or both. The clean energy secondary metrics have included milestones related to greenhouse gas (GHG) emission reduction opportunities and clean energy projects, which aligned with our strategic initiatives and our long-term corporate sustainability goals. The sustainability secondary metrics have included enterprise-wide projects to increase automation and better integrate our processes technology and reporting systems to strengthen and expand our capabilities for our long-term growth and sustainability.
During its review of our short-term incentive program for 2024, the compensation and management development committee considered the following general goals:
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The use of properly structured short-term incentives in order to align the interests of management and shareholders, provide context for management decisions, reward management for decisions that drive short-term results and support long-term strategy, and focus all members of management on the same corporate goals (financial, operational, and strategic); and
•
The need to create a framework for the program that can remain in effect for a significant period of time, while ensuring the compensation and management development committee has the flexibility to revise the secondary metric(s) to reflect our evolving strategic priorities.
The compensation and management development committee also considered the following factors specific to our company:
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The difficulty in establishing appropriate short-term performance measures for CF Industries, given the inherent cyclicality in our industry as well as the pronounced effects that highly volatile commodity prices for raw materials and nitrogen products have upon our operating results; and
•
The outlook for our short-term performance and the broad range of possible actual outcomes.
In addition, the compensation and management development committee reviewed a report from Exequity, the committee’s outside compensation consultant, regarding competitive market practices with respect to the use of short-term incentives.
The compensation and management development committee considered all of this information in the context of the goals and objectives of our executive compensation plans.
As noted above, we use short-term incentives to provide executive officers and other employees with the opportunity to earn additional annual compensation beyond base salary. The role of short-term incentives is to reward and encourage the achievement of annual financial results and other specified corporate performance goals. In the aggregate our short-term incentive awards are targeted at the median of the peer group companies in our Industry Reference Group and the overall general industry market data from the outside compensation consultant’s market assessment. Additional information regarding these goals and objectives is set forth above under the headings “Compensation Philosophy” and “Key Elements of NEO Compensation Program.”
Selection of Primary and Secondary Performance Metrics for 2024
Based on its review and the other factors discussed above, the compensation and management development committee determined that the annual incentive awards to our NEOs for 2024 would be based upon our level of achievement of the following four performance metrics:
•
60% of each executive’s annual incentive payment opportunity was based upon our level of achievement of Adjusted EBITDA for 2024 (the “Financial Metric”);
•
20% of each executive’s annual incentive payment opportunity was based upon our level of achievement of specified clean energy strategy goals (the “Clean Energy Metric”);
61
•
10% of each executive’s annual incentive payment opportunity was based upon our level of achievement of the completion of specified sustainability goals related to key initiatives that continue to advance efforts to streamline, automate and integrate process technology and reporting capabilities (the “Sustainability Metric”); and
•
10% of each executive’s annual incentive payment opportunity was based upon our level of achievement of the completion of safety critical equipment inspections on schedule and timely management of changes (MOCs), subject to first achieving a gating level of behavioral safety practices goals (the “Process Safety Metric”).
Adjusted EBITDA — the primary metric we use and that is used by our investors to evaluate our profitability — was retained as our primary metric. Our Adjusted EBITDA or Financial Metric, which has been the cornerstone of our annual incentive performance metrics since 2016 at a weighting of 50% to 80%, was weighted at 60% for a second year. This weighting permits the use of both the Clean Energy Metric and Sustainability Metric, which were both continued in 2024, with weightings that reflect the extensive resources and employee effort focused on these objectives.
The compensation and management development committee determined that it was appropriate to continue to have 20% of the short-term incentive program’s payout be based on achievement of a Clean Energy Metric because it aligns with our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy and reflects the significant steps we are taking to support a global hydrogen and clean fuel economy through the production of low-carbon ammonia. It also supports our long-term goal of reducing carbon emissions across our global network to achieve net-zero carbon emissions by 2050.
The Sustainability Metric, with its weighting remaining at 10% of the short-term incentive program’s payout, builds on our enterprise-wide project that began in 2022 and continues to emphasize the importance of investing in and enhancing our process technology and reporting capabilities to facilitate our long-term growth.
The Process Safety Metric, which was introduced as a performance metric in 2021, retains our “behavioral safety gate,” which has been an element of our annual incentive performance metrics since 2018. The Process Safety Metric reflects our continued focus on safely operating our facilities and our constant efforts to drive workplace safety.
The Clean Energy Metric, the Sustainability Metric and the Process Safety Metric were selected by the compensation and management development committee for 2024 because of their alignment with the strategic imperatives of the company and our corporate values of safety and our “Do It Right” culture and their impact on the long-term growth and sustainability of the company.
Selection of Performance Levels for the Financial Performance Metric for 2024
The compensation and management development committee established the following performance levels and corresponding percentages of target opportunity earned with respect to the Financial Metric for 2024:
| |
Performance Level
|
| |
Financial Metric
Adjusted EBITDA Achieved |
| |
Percentage of
Financial Metric Target Award Earned |
|
| |
Below Threshold
|
| |
Less than $1.75 billion
|
| |
0%
|
|
| |
Threshold
|
| |
$1.75 billion
|
| |
50%
|
|
| |
Target
|
| |
$2.75 billion
|
| |
100%
|
|
| |
Maximum
|
| |
$3.75 billion
|
| |
200%
|
|
Straight line interpolation is used to determine the achievement percentage for the Financial Metric between threshold and target and between target and maximum performance levels. If the Threshold Performance Level is not met, there is no payout under the Financial Metric.
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Selection of Performance Levels for the Clean Energy Metric for 2024
The Clean Energy Metric reflects our commitment to a clean energy economy and the extensive resources and employee effort focused on advancing our strategic initiatives, decarbonizing our ammonia network, developing low-carbon ammonia capacity and progressing toward our 2030 and 2050 GHG emission goals. Payout under the Clean Energy Metric was determined by completion of specified clean energy milestones relating to the development of a new carbon capture and sequestration project, the advancement of a project to develop a greenfield low-carbon ammonia facility, the commercialization of greenhouse gas (GHG) abatement credits, and the implementation of recommendations for reporting GHG Scope 1 emissions.
The compensation and management development committee established the following performance levels relating to completion of the specified clean energy milestones and corresponding percentages of target opportunity earned with respect to the Clean Energy Metric for 2024:
| |
Performance Level
|
| |
Clean Energy Metric
Milestone Completion |
| |
Percentage of
Clean Energy Metric Target Award Earned |
|
| |
Below Threshold
|
| |
Less than 1 milestone
|
| |
0%
|
|
| |
Threshold
|
| |
1 milestone
|
| |
50%
|
|
| |
Target
|
| |
2 milestones
|
| |
100%
|
|
| |
Intermediate
|
| |
3 milestones
|
| |
150%
|
|
| |
Maximum
|
| |
4 milestones
|
| |
200%
|
|
If the Clean Energy Metric milestone completion is less than the 1 milestone threshold performance level, there is no payout under the Clean Energy Metric.
Selection of Performance Levels for the Sustainability Metric for 2024
The Sustainability Metric reflects the continued importance of, and the extensive resources and employee effort involved with, key initiatives that continue to advance efforts to streamline, automate and integrate process, technology and reporting capabilities for our long-term growth and sustainability. Payout under the Sustainability Initiative Metric was determined by completion of specified milestones relating to the migration and implementation of a new asset management and procurement system, completing the system integration of the Waggaman facility acquired in December 2023 and expanding functionality and enhancing capabilities of our systems to meet anticipated market and regulatory requirements and to leverage new technologies.
The compensation and management development committee established the following performance levels relating to completion of the specified milestones and corresponding percentages of target opportunity earned with respect to the Sustainability Initiative Metric for 2024:
| |
Performance Level
|
| |
Sustainability Metric
Process Technology and Reporting Capabilities Milestone Completion |
| |
Percentage of
Sustainability Initiative Metric Target Award Earned |
|
| |
Below Threshold
|
| |
Less than 1 milestone
|
| |
0%
|
|
| |
Threshold
|
| |
1 milestone
|
| |
50%
|
|
| |
Target
|
| |
2 milestones
|
| |
100%
|
|
| |
Intermediate
|
| |
3 milestones
|
| |
150%
|
|
| |
Maximum
|
| |
4 milestones
|
| |
200%
|
|
If the Sustainability Metric milestone completion is less than the 1 milestone threshold performance level, there is no payout under the Sustainability Metric.
63
Selection of Performance Levels for the Process Safety Performance Metric for 2024
The Process Safety Metric reflects our focus on safely operating our facilities in a way that benefits a broad set of stakeholders: employees, shareholders, customers and the communities in which we operate. The Process Safety Metric has a behavioral safety gate, whereby each of our production and distribution facilities develops and implements specific behavioral safety objectives that are pertinent and meaningful to each work group at the site. Each employee is involved in developing and taking ownership for completing objectives that make their workplace safer and effect a positive change in the safety culture.
Each quarter, evaluations are conducted and an overall achievement score (0-100 points) for each hourly group and individual manager is assigned. Under the Process Safety Metric, the quarterly scores issued to all site employees were aggregated. If at least 95% of all individual safety scores were “80 points” or better for the year, the safety performance gating requirement would be achieved. If the safety performance gating requirement was not achieved, there would be no payout under the Process Safety Metric.
The compensation and management development committee established the following completion percentages for the completion of safety critical equipment inspections on schedule and timely management of changes performance (MOCs) levels and corresponding percentages of target opportunity earned with respect to the Process Safety Metric for 2024, subject to first achieving the safety performance gating requirement:
| |
Performance Level
|
| |
Process Safety Metric
Timely Completion Percentage for Inspections and MOCs |
| |
Percentage of
Process Safety Metric Target Award Earned |
|
| |
Below Threshold
|
| |
<90%
|
| |
0%
|
|
| |
Threshold
|
| |
90%
|
| |
50%
|
|
| |
Target
|
| |
95%
|
| |
100%
|
|
| |
Maximum
|
| |
98%
|
| |
200%
|
|
For 2024, the compensation and management development committee maintained the 90% threshold, 95% target and 98% maximum levels of timely completion percentages established for the Process Safety Metric in 2023. Straight line interpolation is used to determine the achievement percentage for the Process Safety Metric between threshold and target and between target and maximum performance levels. If the safety performance gating requirement is not achieved, or if the completion percentage of safety critical equipment inspections on schedule and timely MOCs is less than the 90% threshold performance level, there is no payout under the Process Safety Metric.
Additional Target-Setting Considerations for the Short-Term Incentive Program
As described above, when setting performance levels for the short-term incentive program, which we also call the annual incentive plan, the compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan. In 2023, product prices declined as market participants continued to adjust to changes in global trade flows resulting from the geopolitical environment. Going into 2024, benchmark pricing curves indicated lower product prices in 2024 as compared to 2023, but the company expected global nitrogen demand to remain resilient driven by continued strong agriculture applications and recovering industrial demand, while global nitrogen supply was expected to remain constrained with high energy prices in Europe and Asia and other supply side restrictions. In addition, the company expected increased production from its network based on increased tons from the acquisition of the Waggaman facility, partially offset by higher scheduled downtime in 2024 as compared to 2023 due to turnarounds and other planned maintenance. Energy spreads were expected to continue to favor the company’s North American-based production
64
network, but domestic natural gas prices were projected to increase for 2024 relative to 2023 as LNG exports were expected to increase after the resolution of outages and maintenance issues in 2023. As a result, the compensation and management development committee set the target performance level for the Financial Metric at $2.75 billion of Adjusted EBITDA. This target is about the same as the company’s 2023 performance, with projected lower product prices and higher natural gas costs partially offset by higher sales volume from increased production. Maximum performance for all three performance metrics were set at a level judged to be difficult to achieve and threshold performance was set at the lowest level that would justify a payout.
Measured over an extended period, the objective of the committee is to select financial performance levels such that we have a roughly (i) 80% probability of exceeding the threshold level, (ii) 50% probability of exceeding the target level, and (iii) 20% probability of exceeding the maximum level.
Although the compensation and management development committee considers management’s outlook as one of several factors in evaluating financial performance levels each year, the committee also recognizes that the outlook for any particular year represents only a single scenario from among a broad range of plausible alternatives, given the pronounced effects of highly volatile commodity prices upon our operating results.
In general, the compensation and management development committee aims to achieve a larger payout under the program for years when our performance is superior by long-term industry standards, and a smaller payout (or none at all) for years when our performance is relatively weak, while creating incentives for improved performance under all conditions given the inherent cyclicality in our industry.
Target levels of Adjusted EBITDA associated with our annual incentive program and our actual performance relative to these targets are consistent with expectations for a cyclical company. We have a track record of paying for performance and achieve this through setting targets that are rigorous and challenging. The chart below of our Adjusted EBITDA targets, actual results and percentage payouts for 2016 through 2024 demonstrates our pay for performance linkage in the annual incentive program.
(1)
Reflects payout percentage on the annual incentive program metric associated with Adjusted EBITDA. For 2016-2024, Adjusted EBITDA was the primary metric under the company’s annual incentive program (with a weighting of 50% in 2016, 75% in 2017 through 2020, 80% in 2021 and 2022 and 60% in 2023 and 2024).
When considering appropriate performance metrics for the short-term incentive program, the compensation and management development committee also considers alternative metrics for
65
measuring company performance, such as achievement of operating efficiency goals, continued emphasis on the establishment of a behavioral-based safety culture, progress towards strategic objectives, or performance relative to a variable budget, as well as alternative plan designs that emphasize the personal accomplishment of individual or shared goals. The objective in each case is to incentivize strong operational performance in an inherently cyclical business.
The compensation and management development committee determined for 2024 that using our Financial Metric, Clean Energy Metric, Sustainability Metric and Process Safety Metric for performance goals in our annual incentive plan would align the interests of our executive officers with the interests of our shareholders and reflect our team-based culture. The committee also determined that the Clean Energy Metric aligns with the company’s core strategic objectives and focus on decarbonizing its existing ammonia production network, creating low-carbon ammonia capacity and supporting and accelerating the global transition to a clean energy economy. The committee considered that the Sustainability Metric would reflect the importance of continuing to advance efforts to streamline, automate and integrate process technology and reporting capabilities for our long-term growth and sustainability. The committee also determined that the Process Safety Metric, including to condition payout on the Process Safety Metric to first achieving the “safety gate”, and to measure the completion percentage of safety critical equipment inspections on schedule and the timely management of changes, underscores the company’s commitment to our “Do It Right” culture and complements our efforts to drive workplace safety. Operating in a safe and responsible manner is a core value and an integral part of what sets CF Industries apart to all our stakeholders. Our safety culture permeates our business in three key ways:
•
Engaged culture that empowers consistent behaviors that drive toward excellence.
•
Robust systems that provide a clear, repeatable direction toward excellence.
•
Superior performance that aligns effective and efficient environmental, health, and safety activities with operations.
Our commitment to safety never takes a day off, and we have demonstrated that our focus on this priority is yielding positive results. We believe that focusing on leading indicators such as the process safety metrics we have incorporated into our annual incentive plan to drive and measure activities that prevent and control safety incidents, results in our industry-leading safety record. During 2024, our trailing 12 month recordable injury rate was 0.31 for the twelve months ended December 31, 2024, an industry-leading result and one of the lowest year-end rates we have ever achieved as a company.
Approval of Base Salaries and Target Annual Incentive Awards for 2024
Based on its review of the general, company-specific, and competitive considerations described above, in December 2024, the compensation and management development committee approved base salaries and target annual incentive awards for our NEOs for calendar year 2024. In setting compensation levels for 2024, the compensation and management development committee considered a competitive market assessment performed by Exequity and the goals and objectives for our executive compensation plans. These new amounts are in line with our Industry Reference Group (described in greater detail below) and the overall general industry survey data. Mr. Will’s base salary increased by 4% from 2023 to 2024 and his target annual incentive level remained the same as his 2023 level. For Mr. Bohn, Mr. Frost and Ms. Menzel, who were each NEOs in both 2023 and 2024, their average base salaries increased by 4-7% in connection with the annual base salary review. The target annual incentive levels for Mr. Bohn and Mr. Frost, which were last increased in 2019 and 2016, respectively, increased by 6%. Ms. Menzel’s target annual incentive level remained unchanged at a level set in 2021.
66
The table below shows the base salaries and target annual incentive levels, as a percentage of base salary, for our NEOs for 2024 and 2023 (if applicable):
| | | | |
Base Salary
|
| | |
Target
Annual Incentive Level |
| ||||||||||||
| |
Name
|
| |
2024
|
| |
2023
|
| |
Increase
|
| | |
2024
|
| |
2023
|
| |
Increase
|
|
| | W. Anthony Will | | |
$1,400,000
|
| |
$1,350,000
|
| |
4%
|
| | |
150%
|
| |
150%
|
| |
0%
|
|
| | Gregory D. Cameron(1) | | |
$750,000
|
| |
—
|
| |
—
|
| | |
90%
|
| |
—
|
| |
—
|
|
| | Christopher D. Bohn(2) | | |
$750,000
|
| |
$700,000
|
| |
7%
|
| | |
85%
|
| |
80%
|
| |
6%
|
|
| | Bert A. Frost | | |
$700,000
|
| |
$670,000
|
| |
4%
|
| | |
85%
|
| |
80%
|
| |
6%
|
|
| | Susan L. Menzel | | |
$675,000
|
| |
$630,000
|
| |
7%
|
| | |
80%
|
| |
80%
|
| |
0%
|
|
| | Ashraf K. Malik(1) | | |
$550,000
|
| |
—
|
| |
—
|
| | |
75%
|
| |
—
|
| |
—
|
|
(1)
Mr. Cameron and Mr. Malik became NEOs in 2024.
(2)
In connection with his promotion to executive vice president and chief operating officer effective February 1, 2024, Mr. Bohn’s 2024 annual base salary increased from $750,000 to $800,000 and his target annual incentive level was increased from 85% to 100% of his base salary. The base salary variable for Mr. Bohn’s 2024 annual incentive payout was based on a blended rate reflecting the base salary of Mr. Bohn earned during 2024 prior to and after his promotion.
Approval of Annual Incentive Payments for 2024
Following the end of 2024, management prepared a report on our level of achievement of the Financial Metric (Adjusted EBITDA), the Clean Energy Metric (completion of specified clean energy milestones), the Sustainability Metric (completion of process technology and reporting capabilities milestones), and the threshold gate of behavioral safety performance, and the Process Safety Metric (Timely Completion Percentage for Inspections and MOCs) under the short-term incentive program. The compensation and management development committee reviewed the report and approved final performance results. Based on the results, the committee determined that each of our NEOs earned 126.0% of the executive’s target opportunity with respect to the executive’s annual incentive award for 2024. This result is based on our attainment of Adjusted EBITDA of $2.28 billion, which resulted in a payout percentage for the Financial Metric of 77%, the achievement of the completion of 4 clean energy milestones, which resulted in a payout percentage for the Clean Energy Metric of 200%, the achievement of the completion of 4 process, technology and reporting capabilities milestones, which resulted in a payout percentage for the Sustainability Metric of 200% and, after first achieving the gating level of behavioral safety practices goals, our completion of 99.8% of safety critical equipment inspections on schedule and timely MOCs, which resulted in a payout percentage for the Process Safety Metric of 200%.
Review and Approval of 2024 Long-Term Incentives
The compensation and management development committee reviewed our long-term incentive program during 2023 and granted long-term stock-based incentive awards to our NEOs in January 2024.
During its review of our long-term incentive program, the compensation and management development committee considered the following general factors:
•
the use of properly structured long-term incentives in order to align the interests of senior management and shareholders;
•
the advantages and disadvantages of using stock options, shares of restricted stock, RSUs, and/or PRSUs for such purposes; and
•
the array of available vesting parameters for each type of long-term incentive award and the treatment of death, disability, retirement, resignation, and termination, with or without cause.
67
The compensation and management development committee also considered the difficulty in establishing appropriate long-term performance measures for the company, other than stock price appreciation and total shareholder return (including dividends), given the inherent cyclicality in our industry as well as the pronounced effects of highly volatile commodity prices for raw materials and nitrogen products upon our operating results.
In addition, the compensation and management development committee reviewed a report from Exequity regarding competitive market practices with respect to the use of long-term incentives.
The compensation and management development committee considered all of this information in the context of the goals and objectives of our executive compensation plans. As noted above, our long-term incentives focus on enterprise value creation and employee retention. Long-term incentives are provided through annual awards that vest over a period of subsequent years. Our 2022 Equity and Incentive Plan allows the use of stock options, stock appreciation rights, restricted stock and restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria. Participation is extended to executive officers and other key employees. Participation guidelines with award ranges related to position responsibilities levels are updated annually. In consideration of these guidelines, there is individual variation in long-term incentives based on performance level, potential contribution, and value to the business.
Design of Target Awards for 2024
Based on its review of general, company-specific, and competitive considerations, the compensation and management development committee determined that, consistent with the practice since 2018, the long-term incentive awards granted to our NEOs for 2024 would again be composed of 60% PRSUs (assuming target performance) and 40% RSUs. In selecting a mixture of PRSUs and RSUs for our target long-term incentive awards, the compensation and management development committee noted that:
•
RSU and PRSU awards align the executive officers’ interests with those of shareholders;
•
RSU and PRSU awards provide value for executive officers that fluctuates with total shareholder return (including dividends);
•
RSU and PRSU awards foster stock ownership by executive officers; and
•
RSU and PRSU awards are subject to time vesting provisions and therefore create an additional retention mechanism for executive officers.
The compensation and management development committee also approved the metrics used for measuring performance with respect to the PRSUs granted in 2024:
•
Return on net assets (RONA) measured over three one-year periods against a threshold, target and maximum level of performance (with payouts determined based on the average of the three years); and
•
TSR modifier adjusting the number of shares earned based on RONA up or down by 20% based on our three-year TSR performance against a threshold, target and maximum level of performance.
These metrics are consistent with the metrics measured for the PRSUs granted annually since 2018 and reflect the committee’s view that RONA serves as an indicator of the results of management’s operating decisions and its expected correlation with long-term TSR performance.
The target TSR performance level for the modifier in the 2024 PRSUs was set to reflect a compound annual TSR equal to 7%, which is the approximate average annual real total return for the S&P 500 Index since inception. Maximum performance was set at a level well above the average, and threshold performance was set at a level below which a maximum reduction was appropriate.
68
In structuring the TSR modifier, the compensation and management development committee determined not to use a relative TSR benchmark because there are not enough similarly sized companies with comparable business lines from which the committee could assemble a peer group for meaningful TSR performance purposes, and the committee considered that basing the TSR modifier on a broad market comparison (e.g., the S&P 500) over a three-year period would not be appropriate given the pronounced cyclicality of our business.
How We Determine the Number of PRSUs Earned
The number of PRSUs earned is determined based the company’s average RONA performance over three one-year periods and subject to a three-year TSR modifier, as follows:
•
At the beginning of each year (e.g., 2024, 2025, and 2026) during the three-year performance period, the compensation and management development committee establishes RONA performance levels for that year and the corresponding percentage payout of the target number of PRSUs based on our performance.
•
The threshold, target and maximum performance levels that are set will result in a payout percentage ranging from 50% to 200% of the target number of PRSUs. Straight line interpolation is used to determine the applicable payout percentage between threshold and target and between target and ceiling performance levels. RONA performance levels below the threshold performance level have a payout percentage of 0%.
•
Following the completion of each fiscal year, the compensation and management development committee will determine the payout percentage that was attained for such year and following the completion of the third fiscal year, the committee will determine the 3-year average payout percentage attained for the three-year performance period. For fiscal 2024, our actual RONA performance of 24.7% resulted in a 79% payout percentage.
•
Once the total number of PRSUs earned based on our RONA performance is determined at the end of the third year, the total is multiplied by a percentage ranging from 80% to 120% depending on our TSR performance for the three-year performance period. For the 2022 PRSUs, our TSR performance for the three-year performance period ending December 31, 2024 was 41.1%, resulting in a TSR modifier percentage of 120%.
•
The combined impact of these performance criteria is that the final payout percentages range from 0% to 240% of target PRSUs.
69
The number of PRSUs earned at the end of the three-year performance period will be determined as follows for the 2022, 2023 and 2024 PRSU awards:
(1)
The TSR Modifier Percentage is determined in accordance with the following table. Straight line interpolation is used to determine the TSR Modifier Percentage between threshold and target and between target and maximum TSR performance levels.
|
TSR Performance Level
|
| |
TSR Modifier
Percentage |
|
| Threshold: Less than 15.5% | | |
80%
|
|
| Target: 22.5% | | |
100%
|
|
| Max: At or Above 29.5% | | |
120%
|
|
70
Approval of Target Awards for 2024
The compensation and management development committee approved long-term incentive awards for our NEOs, other than Mr. Cameron, on January 3, 2024, and for Mr. Cameron upon his appointment as executive vice president and chief financial officer on June 17, 2024, as set forth in the table below.
| | | | |
Target Performance RSUs
|
| | |
Time Vesting RSUs
|
| | |
Total
Target Grant Value |
| ||||||
| |
Name
|
| |
Number
|
| |
Grant
Value |
| | |
Number
|
| |
Grant
Value |
| | |||
| | W. Anthony Will | | |
58,066
|
| |
$4,500,000
|
| | |
38,711
|
| |
$3,000,000
|
| | |
$7,500,000
|
|
| | Gregory D. Cameron | | |
18,566
|
| |
$1,440,000
|
| | |
12,377
|
| |
$960,000
|
| | |
$2,400,000
|
|
| | Christopher D. Bohn | | |
17,807
|
| |
$1,380,000
|
| | |
11,871
|
| |
$920,000
|
| | |
$2,300,000
|
|
| | Bert A. Frost | | |
16,258
|
| |
$1,260,000
|
| | |
10,839
|
| |
$840,000
|
| | |
$2,100,000
|
|
| | Susan L. Menzel | | |
11,613
|
| |
$900,000
|
| | |
7,742
|
| |
$600,000
|
| | |
$1,500,000
|
|
| | Ashraf K. Malik | | |
6,968
|
| |
$540,000
|
| | |
4,645
|
| |
$360,000
|
| | |
$900,000
|
|
The compensation and management development committee approved dollar-denominated RSU and PRSU awards for each of our individual NEOs. The 2024 total target grant value for our CEO’s long-term incentive awards increased by 7% as compared to 2023 in dollar value and represented approximately the same percentage (67-68%) of the CEO’s target total direct compensation mix as in 2023. On average, the total target grant value for Mr. Bohn, Mr. Frost and Ms. Menzel increased by 26% as compared to 2023 in dollar value and by 3% (to 60%) of the percentage of their target total direct compensation mix. For Mr. Cameron and Mr. Malik, the total target grant value comprised 63% and 48%, respectively, of their target total direct compensation mix in 2024. In setting the dollar-denominated values of the individual awards, the committee considered our Industry Reference Group and the competitive general industry survey data presented by Exequity.
The committee also considered the recommendations from our chief executive officer for the long-term incentive awards to each of the NEOs other than himself. These recommendations took into account the chief executive officer’s assessment of each individual’s operating responsibilities, management level, tenure and performance in the position, and potential.
On the grant date, the dollar-denominated awards were translated into an actual number of RSUs and PRSUs using the unweighted average of the NYSE closing price for the twenty (20) trading days preceding the grant date. The number of PRSUs at target represented 60% of the total value on the grant date and the number of RSUs represented 40%.
In connection with leadership changes that occurred during 2024, the compensation and development committee also approved the following RSU awards which are not included in the Time Vesting RSUs column of the table above:
•
Effective February 1, 2024 and in connection with Mr. Bohn’s promotion to executive vice president and chief operating officer, he received a dollar-denominated award of $1,000,000, which translated to 12,897 RSUs. All of the RSUs will vest on January 3, 2027.
•
Effective June 17, 2024 and in connection with Mr. Cameron’s appointment as executive vice president and chief financial officer, he received a dollar-denominated, one-time new hire award of $1,000,000, which translated to 12,893 RSUs. These RSUs will vest in equal installments on each of the first three anniversaries of the grant date.
•
Effective June 17, 2024, Mr. Frost received a dollar-denominated, retention award of $3,500,000, which translated to 45,125 RSUs. All of the RSUs will vest on January 3, 2027. Mr. Frost’s retention award does not provide for pro rata vesting in the event of his retirement prior to the vesting date.
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The foregoing dollar-denominated awards were translated into an actual number of RSUs, using the unweighted average of the NYSE closing price for the twenty (20) trading days preceding the grant date.
Target Values versus Accounting Values
Because of the accounting rules governing preparation of the Summary Compensation Table on page 83, the grant date value for RSUs and PRSUs awarded in 2024 as reported in the Summary Compensation Table are different than the target award values set forth in the table above. As discussed above, the compensation and management development committee approves dollar-denominated target award values, which are translated into an actual number of RSUs and PRSUs using the unweighted average of the NYSE closing price for the twenty (20) trading days preceding the grant date.
With respect to RSUs, the values reflected in the Summary Compensation Table are computed as the product of the number of RSUs awarded multiplied by the closing stock price on the date of grant.
As described above with respect to PRSUs, at the beginning of each year of the PRSUs’ three-year performance period, the compensation and management development committee establishes RONA performance levels for such year. The target grant values set forth in the table above reflect the value of the entire 2024 PRSUs, without regard for when the performance goals are established.
Under the applicable accounting rules, the Summary Compensation Table only reflects the value of grants made during the year for which applicable performance goals have been set. With respect to the 2024 PRSUs, only the RONA performance goals for the 2024 fiscal year, the first of three one-year periods, were approved at the time the PRSUs were awarded in 2024. As a result, for the 2024 PRSUs, the Summary Compensation Table does not include the value of the PRSUs based on the annual RONA goals for fiscal 2025 or fiscal 2026. Such amounts will be included as equity compensation in the Summary Compensation Table for fiscal 2025 and fiscal 2026, respectively, when the RONA goals are established. With respect to the 2022 PRSUs and the 2023 PRSUs, the RONA performance goals for the 2024 fiscal year, the third of three one-year periods and the second of three one-year periods, respectively, were also approved in 2024. As a result, the Summary Compensation Table also includes the value of the portion of the 2022 PRSUs and the 2023 PRSUs that is based on the annual RONA goals for the 2024 fiscal year.
Vesting and Other Terms of RSUs and PRSUs
The RSUs granted to our NEOs in January 2024 will vest in three equal annual installments following the date of grant, subject to earlier forfeiture or accelerated vesting (as described below). The RSUs granted to: (a) Mr. Bohn on February 1, 2024 will all vest on January 3, 2027; (b) Mr. Cameron on June 17, 2024 (i) as a long-term incentive award will vest in three equal installments on the first anniversary of the grant date, on January 3, 2026, and on January 3, 2027, and (ii) as a new-hire award will vest in three equal annual installments following the date of grant; and (c) Mr. Frost on June 17, 2024 will all vest on January 3, 2027, each such award subject to earlier forfeiture or accelerated vesting (as described below). Until vested, the RSUs may not be sold, assigned, transferred, donated, pledged, or otherwise disposed of (except by will or the laws of descent and distribution). At the vesting dates, the RSUs give the holder the right to receive one share of common stock with respect to each vested RSU. We will pay dividend equivalents in cash with respect to the RSUs to our NEOs during the vesting period.
The PRSUs granted to our NEOs in 2024 will vest upon the certification by the compensation and management development committee of the attainment of the performance goals following the end of the three-year performance period, subject to earlier forfeiture or accelerated vesting (as described below). The PRSUs are settled in shares of our common stock. The PRSUs accrue dividend equivalents during the performance and vesting period. Upon vesting, holders of PRSUs
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will be paid a cash equivalent of the dividends paid on our common stock during the performance and vesting period based on the number of shares of stock, if any, delivered in settlement of the PRSUs.
As discussed below under the heading “Change in Control, Severance, and Retirement Benefits,” upon a change in control, the restrictions, limitations, and conditions applicable to RSUs and PRSUs will lapse, the performance goals with respect to the PRSUs will be deemed fully achieved at the greater of target or actual performance to-date (as determined under the award agreement), and all of the awards will become fully vested. Upon death or disability, RSUs become fully vested and the PRSUs become fully vested at the target level of performance. Unless the award agreement provides otherwise, NEOs who retire upon having reached age 60 with at least five years of service at the time of retirement will receive a pro-rated number of RSUs and PRSUs based on their length of service between the grant date of such award and the NEO’s retirement date, provided that, in each case, the NEO has provided us with at least six months’ notice prior to such retirement. Mr. Frost’s retention award granted in June 2024 does not provide for pro rata vesting in the event of his retirement prior to the vesting date.
Additional information with respect to the compensation and management development committee’s grants of RSUs and PRSUs to our NEOs during 2024 is set forth below under the heading “Executive Compensation — Grants of Plan-based Awards.”
Determination of 2022-2024 Performance Period PRSU Awards
The three-year performance period for PRSU awards granted in 2022 ended on December 31, 2024. The performance metrics for PRSUs granted in 2022 were (i) return on net assets (RONA) measured over three one-year periods (with payouts determined based on the average payout percentage of the three years) and (ii) TSR modifier adjusting the number of shares earned based on RONA up or down by 20% based on our three-year TSR performance against a threshold, target and maximum level of performance. The payout percentages for the first, second and third one-year performance periods were 200%, 65% and 79%, respectively, resulting in a 3-year average payout performance of 115% attained for the three-year performance period. As shown in the “How We Determine the Number of PRSUs Earned” graphic above, our TSR performance of 41.1% for the three-year performance period was greater than 29.5%, resulting in a TSR modifier percentage of 120%. As a result, in accordance with the terms of the awards, the committee approved a payout of 137% of the PRSUs from these grants.
| | | | |
Original 2022 PRSU Grant
|
| | |
PRSUs Earned
|
| ||||||
| |
Name(1)
|
| |
Target #
|
| |
Value at Grant
|
| | |
#
|
| |
Value(2)
|
|
| | W. Anthony Will | | |
58,787
|
| |
$3,900,000
|
| | |
80,773
|
| |
$6,544,228
|
|
| | Christopher D. Bohn | | |
13,566
|
| |
$900,000
|
| | |
18,639
|
| |
$1,510,132
|
|
| | Bert A. Frost | | |
13,566
|
| |
$900,000
|
| | |
18,639
|
| |
$1,510,132
|
|
| | Susan L. Menzel | | |
8,818
|
| |
$585,000
|
| | |
12,115
|
| |
$981,557
|
|
| | Ashraf K. Malik | | |
5,427
|
| |
$360,000
|
| | |
7,456
|
| |
$604,085
|
|
(1)
Mr. Cameron was not an employee of the company in 2022 and therefore was not granted any 2022 PRSUs.
(2)
This column represents the value of the shares earned based on a stock price of $81.02, which was the closing price on the vesting date of February 28, 2025.
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2025 Compensation Actions
In December 2024, the compensation and management development committee approved base salaries and target annual incentive awards for our NEOs for calendar year 2025. In addition, on January 2, 2025, the compensation and management development committee approved long-term incentive awards for our NEOs for 2025. In setting compensation levels for 2025, the compensation and management development committee considered a competitive market assessment performed by Exequity and the goals and objectives of our executive compensation plans. The following table shows the base salaries, target annual incentives as a percentage of base salary, and the grant date value of target long-term incentive awards for our named executive officers for 2025.
| |
Name
|
| |
Base Salary
|
| |
Target Annual
Incentive Level |
| |
Target
PRSUs |
| |
Target RSUs
|
|
| | W. Anthony Will | | |
$1,400,000
|
| |
150%
|
| |
$4,800,000
|
| |
$3,200,000
|
|
| | Gregory D. Cameron | | |
$770,000
|
| |
90%
|
| |
$1,440,000
|
| |
$960,000
|
|
| | Christopher D. Bohn | | |
$1,000,000
|
| |
100%
|
| |
$1,800,000
|
| |
$1,200,000
|
|
| | Bert A. Frost | | |
$725,000
|
| |
85%
|
| |
$1,260,000
|
| |
$840,000
|
|
| | Susan L. Menzel(1) | | |
$700,000
|
| |
80%
|
| |
$900,000
|
| |
$600,000
|
|
| | Ashraf K. Malik | | |
$570,000
|
| |
75%
|
| |
$540,000
|
| |
$360,000
|
|
(1)
In addition to the target long-term incentive award presented in the table above, the compensation and management development committee approved a retention award for Ms. Menzel of $2,500,000, which translated to 28,637 RSUs. All of the RSUs will vest on January 2, 2028. Ms. Menzel’s retention award does not provide for pro rata vesting in the event of her retirement prior to the vesting date.
Performance Metrics for Annual Incentive Payments for 2025
The annual incentive awards payable to our NEOs for 2025 will be determined based upon our level of achievement of the following performance metrics:
•
60% of each executive’s annual incentive payment opportunity is based upon our level of achievement of adjusted EBITDA for 2025 (the “Adjusted EBITDA Metric”);
•
30% of each executive’s annual incentive payment opportunity is based upon our level of achievement of specified goals aligned with the company’s clean energy strategy goals and the optimization of the company’s network to support the implementation of these strategic initiatives (the “Clean Energy & Network Optimization Metric”);
•
10% of each executive’s annual incentive payment opportunity is based upon our level of achievement of the completion of safety critical equipment inspections on schedule and timely management of changes, subject to first achieving a gating level of behavioral safety practices goals (the “Process Safety Metric”).
Our Adjusted EBITDA Metric, which has been a part of our annual incentive performance metrics since 2016, remains the cornerstone of our annual incentive plan with a weighting of 60% for 2025. The Clean Energy & Network Optimization Metric aligns with the company’s focus on decarbonizing its existing ammonia production network, creating low-carbon ammonia capacity and continuing investment systems and processes for our long-term growth and sustainability. The Process Safety Metric, which was added to our annual incentive performance metrics in 2021 and maintains a behavioral safety practice goal that since 2018 has been part of our annual incentive performance metrics as a gating standard (“safety gate”), reflects our focus on safely operating our facilities in a way that benefits a broad set of stakeholders: employees, shareholders, customers and the communities in which we operate. The inclusion of the Clean Energy & Network Optimization Metric and the Process Safety Metric with the safety gate component in our performance metrics for the annual incentive payment opportunity demonstrate our commitment to our “Do It Right” culture and further integrate strategic corporate goals into executive compensation. The performance levels and corresponding percentages of target opportunity earned with respect to the 2025 performance metrics established by the compensation and management development committee will be disclosed in the proxy statement for our 2026 annual meeting of shareholders.
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Performance Metrics for PRSUs Granted in 2025
The performance metrics for the PRSUs granted in 2025 are structured in the same manner as the PRSUs granted every year since 2018. The number of PRSUs earned under the PRSUs granted in 2025 will be determined based on the company’s average RONA performance over three one-year periods and subject to a three-year TSR modifier. The RONA performance levels for fiscal 2025 and corresponding payout percentages for the year established by the compensation and management development committee will be disclosed in the proxy statement for our 2025 annual meeting of shareholders.
Change in Control, Severance, and Retirement Benefits
The compensation and management development committee reviewed our change in control, severance, and retirement benefits during 2024 as described below. Based on its review, and after considering the factors noted below, the compensation and management development committee determined that our change in control, severance, and retirement benefits continue to serve the best interests of the company and our shareholders and are consistent with competitive market practices.
Change in Control Benefits
With respect to our change in control benefits, the compensation and management development committee noted that we have change in control agreements with our executive officers, as well as certain change in control benefits for all of the participants (including the executive officers) under our annual incentive plans and our equity and incentive plans. Additional information regarding these benefits is set forth below under the heading “Executive Compensation — Potential Payments Upon Termination or Change in Control.”
In connection with its review, the compensation and management development committee noted that the change in control agreements with our executive officers are:
•
Intended to provide some level of income continuity for an executive officer should his or her employment be terminated by us without cause or by him or her for good reason in connection with a change in control;
•
Designed to avoid unwanted management turnover in the event of a potential change in control; and
•
Designed to ensure that the executive officer’s personal interests will remain aligned with the interests of our shareholders in the event of a potential change in control.
The compensation and management development committee also noted that our change in control agreements require both (i) a change in control and (ii) a qualifying termination of the executive officer’s employment (sometimes referred to as a “double trigger”), before any benefits will be owing to the executive officer under the agreement.
The compensation and management development committee noted that our annual incentive plan and our equity and incentive plans also include provisions in the event of a change in control. Our annual incentive plan, a short-term cash based incentive program, provides that in the event of a change in control the performance goals applicable to any annual incentive plan bonus payment will be determined based on the greater of actual and target level of performance and the performance period will be deemed to end on the date of the change in control and the annual incentive plan bonuses will be deemed vested and earned. Our 2014 Equity and Incentive Plan and 2022 Equity and Incentive Plan provide that the restrictions, limitations, and conditions applicable to all outstanding awards will lapse, performance goals will be deemed fully achieved at the greater of target or actual performance to-date, and the awards will become fully vested (and in the case of stock options, exercisable) upon a change in control (sometimes referred to as a “single trigger”), unless the committee determines otherwise with respect to a particular award at the time of grant and reflects this determination in the applicable award agreement. In this regard, the compensation and management development committee noted it would be difficult to preserve
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the original performance and vesting goals in our plan-based awards following a change in control, given the fundamental changes in our organization, capital structure, and operations that would typically result from such a transaction. Accordingly, all of our plan-based awards have included this change in control provision for the benefit of our executive officers and the other participants. In addition, the 2022 Equity and Incentive Plan provides that for stock-based awards granted pursuant to the plan, our compensation and management development committee may, in its discretion, provide such holders the consideration provided to similarly situated shareholders in such change in control.
As part of its review, the compensation and management development committee reviewed “tally sheets,” estimating these benefits for our chief executive officer and the other NEOs under various assumptions and scenarios.
Based on its review, and the other factors noted above, the compensation and management development committee determined that our change in control benefits serve the best interests of the company and our shareholders and are consistent with competitive market practices.
Excise Tax Gross-Ups
In December 2014, the Board adopted a policy whereby the company will not in the future enter into any new agreements with its NEOs that include Internal Revenue Code Section 280G excise tax “gross-up” provisions with respect to payments contingent on a change in control of the company.
Severance Benefits
With respect to our severance benefits, the compensation and management development committee noted that none of our executive officers has any employment or severance agreement, and none of our executive officers is entitled to receive any other severance benefits, except for (i) the change in control agreements and change in control benefits discussed above, (ii) such severance benefits as we may provide under our standard policies applicable to all employees, (iii) such severance benefits as we may be required to pay under applicable law in certain jurisdictions, and (iv) such additional severance benefits as our compensation and management development committee may approve in certain instances. Based on its review, and the other factors noted above, the compensation and management development committee determined that our severance benefits serve the best interests of the company and our shareholders and are consistent with competitive market practices.
Retirement Benefits
With respect to our retirement benefits, the compensation and management development committee noted that we maintain tax-qualified and nonqualified defined benefit, defined contribution, and deferred compensation plans. Additional information regarding these benefits is set forth below under the headings “Executive Compensation — Pension Benefits” and “Executive Compensation — Nonqualified Deferred Compensation.”
We maintain a defined benefit pension plan named the CF Industries Holdings, Inc. Pension Plan (the “Pension Plan”). Supplement A of the Pension Plan, which we refer to herein as the “New Retirement Plan,” is the cash balance pension formula in which all NEOs (other than Mr. Cameron, who joined the company in 2024) participated until December 31, 2022 as discussed below. Under the New Retirement Plan, we credited the notional account of each NEO an amount between 4% and 7% (depending on years of service) of the NEO’s eligible compensation, which was limited to base salary. Each NEO’s notional account is also credited with an annual interest credit based on the greater of (i) the annual yield on 10-year treasury nominal securities and (ii) 3% annual interest.
The company also maintains a defined contribution 401(k) plan and a nonqualified deferred compensation plan, our Supplemental Benefit and Deferral Plan, which in each case provide eligible employees, including our NEOs, with company-funded matching benefits for 100% of the first 6% of an employee’s eligible earnings contributed to the applicable plans.
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In 2022, the company announced changes to its defined benefit pension plan, defined contribution 401(k) plan and its Supplemental Benefit and Deferral Plan. To align the company’s retirement programs to the market and to provide all North American employees with more control over the investment of their employer-funded retirement benefits, the company began transitioning away from defined benefit plans to an enhanced defined contribution retirement savings plan. Beginning on December 31, 2022, the New Retirement Plan was closed to new hires and frozen with respect to active participants, including all NEOs, which means that such participants no longer earn annual pay credits equal to a percentage (determined by years of service) of their eligible compensation that are contributed to their accounts under the New Retirement Plan, but such participants will continue to earn annual interest credits (as required by law). The employee participants will not lose any benefits accrued under the New Retirement Plan and will have the opportunity to continue to vest in those benefits to the extent not yet fully vested.
On January 1, 2023, each of the participants in the New Retirement Plan whose pension benefit was frozen effective December 31, 2022, including our NEOs, began participating in the company’s enhanced defined contribution 401(k) plan. Under the enhanced defined contribution 401(k) plan design, (i) the company continues to provide employees with company-funded matching benefits on the first 6% of an employee’s eligible earnings contributed each year to the new 401(k) plan and (ii) the company credits an employee’s account (including each NEO) with an automatic annual employer contribution equal to an amount between 4% and 7% (depending on years of service, as set forth in the table below) of the employee’s eligible earnings. Under the enhanced 401(k) plan, the eligible earnings for NEOs and other executive officers remains limited to base salary. In addition, due to the freeze of the New Retirement Plan and the changes adopted in the enhanced 401(k) plan, the Supplemental Benefit and Deferral Plan was amended effective January 1, 2023 to freeze future supplemental pay credits and add supplemental automatic annual employer contributions on eligible earnings in excess of the limit under Section 401(a)(17) of the Internal Revenue Code.
| |
Completed Years of Service as of the Last
Day of the Plan Year for Which the Employer Contribution is Credited |
| |
Employer Contribution as a
Percentage of Eligible Earnings for the Plan Year |
|
| |
Fewer than 5
|
| |
4%
|
|
| |
At least 5 but fewer than 10
|
| |
5%
|
|
| |
At least 10 but fewer than 15
|
| |
6%
|
|
| |
At least 15
|
| |
7%
|
|
The compensation and management development committee also reviewed “tally sheets,” estimating these benefits for our chief executive officer and the other NEOs under various assumptions and scenarios.
Commencing with equity grants made in 2014, unless an award agreement provides otherwise, our NEOs who retire upon having reached age 60 with at least five years of service at the time of retirement will receive a pro-rated number of RSUs and PRSUs based on their length of service between the grant date of such award and the NEO’s retirement date, provided that, in each case, the NEO has provided us with at least six months’ notice prior to such retirement. In addition, such eligible retirees will have four years from their retirement date to exercise any vested options.
Based on its review, the changes and enhancements to the retirement benefits for employees beginning in 2023 and the other factors noted above, the compensation and management development committee determined that our retirement benefits serve the best interests of the company and our shareholders and are consistent with competitive market practices.
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Use of Industry Reference Group
As noted above, the compensation and management development committee has adopted an Industry Reference Group for use in establishing compensation and incentive levels. The compensation and management development committee’s consultant, Exequity, leads a review of the companies in the peer group annually and proposes changes based on quantitative and qualitative assessments of comparability. There were no changes from our 2024 Industry Reference Group. The 19 companies in our Industry Reference Group for 2024 are listed in the following table:
| |
Global Industry Classification
Standard Subindustry Description |
| |
Company Name
|
|
| | Fertilizers and Agricultural Chemicals | | |
•
Corteva, Inc.
•
The Mosaic Company
•
Nutrien Ltd.
•
The Scotts Miracle-Gro Company
|
|
| | Specialty Chemicals | | |
•
Albemarle Corporation
•
Ashland Global Holdings, Inc.
•
Celanese Corporation
•
Ecolab Inc.
•
International Flavors & Fragrances Inc.
•
Avient Corporation
•
RPM International Inc.
|
|
| | Commodity Chemicals | | |
•
Cabot Corporation
•
Westlake Corporation
|
|
| | Diversified Chemicals | | |
•
The Chemours Company
•
Eastman Chemical Company
•
FMC Corporation
•
Huntsman Corporation
•
Olin Corporation
|
|
| | Industrial Gases | | |
•
Air Products and Chemicals, Inc.
|
|
Other Compensation Governance Practices and Considerations
Role of the Compensation Consultant
The compensation and management development committee has authority under its charter to retain, approve fees for, and terminate advisors, consultants, and agents as it deems necessary to assist in the fulfillment of its responsibilities. Pursuant to this authority, the compensation and management development committee engaged Exequity, an independent executive compensation consulting firm, to assist the committee in making recommendations and decisions regarding compensation for our directors and executive officers based on market and industry practices. Exequity provides no other services to the company.
The compensation consultant regularly attends meetings of our compensation and management development committee and meets regularly with the committee in executive sessions without management present. The compensation and management development committee reviews the materials and recommendations provided by Exequity, but exercises independent judgment in determining the compensation payable to our NEOs. Any recommendations of the compensation and management development committee with respect to non-employee director compensation are subject to approval by the Board.
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The compensation and management development committee has determined, after appropriate inquiry, including consideration of Exequity’s independence in light of the factors set forth under Rule 10C-1 of the Exchange Act, that no conflicts of interest exist with respect to the firm’s engagement as the committee’s independent compensation consultant.
Stock Ownership Guidelines
The Board believes that our directors and officers should be shareholders of CF Industries and, based on the recommendation of the compensation and management development committee, has established guidelines for stock ownership.
•
Directors will have five years from the date of their appointment or election to achieve stock ownership with a market value equal to five times their annual cash retainer.
•
Officers will have five years from their date of hire or promotion to achieve stock ownership with a market value equal to (i) five times annual base salary in the case of the chief executive officer, (ii) two times annual base salary in the case of the other NEOs and several other executive officers, and (iii) one times annual base salary in the case of the other officers.
As of December 31, 2024, each of our directors and officers was in compliance with the stock ownership guideline requirements. Their financial interests are aligned with those of our shareholders and our directors and officers are incentivized to take actions that create sustainable value.
For purposes of these guidelines, any of the following may be used to satisfy the ownership requirements: (i) shares purchased by the individual, (ii) shares retained upon the exercise of a vested stock option, (iii) shares acquired upon the vesting of restricted shares or units, (iv) shares acquired upon the vesting of performance shares or units, (v) shares (including “phantom” shares) held within our qualified and nonqualified deferred compensation and retirement plans, (vi) shares purchased through an employee stock purchase plan, (vii) restricted shares or units, (viii) earned performance shares or units (i.e., shares or units under a performance award for which the primary performance criteria has been achieved, but which remain subject to time-based vesting requirements, without regard to any potential subsequent modification based on additional performance criteria such as a TSR modifier), and (ix) the difference in value between the exercise price and current market price for vested but unexercised options, net of taxes at an assumed maximum tax rate. Non-vested stock options and unearned non-vested performance shares or units are specifically excluded in meeting the ownership requirements.
It is expected that an individual who is subject to the stock ownership guidelines will not sell any shares unless he or she has satisfied the ownership guidelines both before the sale and after giving effect to the shares sold. An individual who has initially satisfied the guidelines but as a result of a subsequent decline in stock prices no longer meets the guidelines is precluded from selling any shares until such time as he or she again satisfies the guidelines. Surrendering shares to the company in order to pay withholding or other taxes on compensation income or pay the exercise price of stock options is not considered a sale of shares for purposes of the guidelines.
We may facilitate stock ownership by directors and officers through grants of equity-based compensation under our 2022 Equity and Incentive Plan.
Clawback Policy
In October 2023, we updated our executive compensation recoupment policy, or “clawback” policy, to satisfy the new requirements of the SEC, and the NYSE, which implement the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
Under our policy, which applies to our executive officers, including the NEOs, in the event of a required accounting restatement due to the material noncompliance of the company with any
79
financial reporting requirement under the securities laws (i) that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, any erroneously awarded compensation received during the three-year lookback period prior to the restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the company. Erroneously awarded compensation is the amount received by a person that exceeds the amount that otherwise would have been received by the person had such amount been determined based on the applicable restatement, on a pre-tax basis. The policy covers any incentive-based compensation — any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure — received by a person if such person served as an executive officer at any time during the performance period for the incentive-based compensation and such incentive-based compensation was received. Our executive officers have each signed a form acknowledging the applicability of the policy in order to enhance the enforceability of these provisions.
Trading, Hedging and Pledging Restrictions
We have a Policy on Insider Trading, which governs purchases, sales and other transactions in our securities by our directors, officers and employees and prohibits our directors, officers, and employees from engaging in speculative transactions in our securities. Specifically, it is against our policy to trade in options, warrants, puts and calls, or similar instruments on our stock or on other securities of ours, sell our securities “short,” or hold our securities in margin accounts. Our policy also includes a prohibition on purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of common stock or other equity securities of the company. In addition, our policy prohibits our directors and executive officers from pledging our stock as collateral for a loan. Our Policy on Insider Trading is filed as an exhibit to our 2024 Annual Report.
Compensation and Benefits Risk Analysis
The compensation and management development committee reviewed the potential effects of the various components of our compensation and benefits program for 2024 upon individual and collective behavior and, ultimately, upon our risk profile and our overall approach to risk management. The compensation and management development committee reviewed the following relevant features of:
•
Our annual incentive program, including (i) the selection of appropriate performance metrics, (ii) the focus on collective rather than individual behaviors, (iii) the process by which the compensation and management development committee establishes target bonus opportunities as well as threshold, target, and maximum performance levels, (iv) the consistency of our short-term incentive practices with the practices at comparable companies, (v) the control environment within which business decisions are made, (vi) the periodic reporting to the compensation and management development committee regarding corporate performance, (vii) the discretion the compensation and management development committee has retained to adjust annual incentive payments under appropriate circumstances, and (viii) the provisions of our “clawback” policy;
•
Our long-term incentive program, including (i) the levels of common stock ownership and equity-based awards held by our executive officers, (ii) the use of RSUs and PRSUs in making stock-based awards to executive officers, (iii) the consistency of our long-term incentive practices with the practices at comparable companies, (iv) the limitations on trading, hedging, and pledging our stock imposed by our stock ownership guidelines and our Policy on Insider Trading, and (v) the provisions of our “clawback” policy;
•
Our change in control benefits, including the facts that the change in control agreements with our executive officers are (i) intended to provide some level of income continuity for an executive officer should his or her employment be terminated by us without cause
80
or by him or her for good reason in connection with a change in control, (ii) designed to avoid unwanted management turnover in the event of a potential change in control, and (iii) designed to ensure that the executive officer’s personal interests will remain aligned with the interests of our shareholders in the event of a potential change in control; and
•
Our other awards, plans, programs, policies, and practices, including (i) the appropriateness of the incentives created thereby, (ii) the focus on collective rather than individual behaviors, (iii) the control environment, and (iv) the absence of personal objectives and direct financial incentives with respect to sales, raw materials procurement and transactions involving natural gas derivatives.
Based on this review, the compensation and management development committee determined that the company’s compensation and benefits program balances risk and potential reward in a manner that is appropriate to the circumstances and in the best interests of the company’s shareholders over the long term.
81
COMPENSATION COMMITTEE REPORT
The compensation and management development committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, director compensation plans, and other incentive compensation and equity-based plans. The compensation and management development committee is composed of five non-employee directors and operates under a written charter adopted by the Board. Each member of the compensation and management development committee is independent under the corporate governance standards of the NYSE applicable to compensation committee members. The Board has also determined that all of the members of the committee qualify as “non-employee directors,” within the meaning of Rule 16b-3 promulgated under the Exchange Act, and “outside directors,” within the meaning of Section 162(m) of the Internal Revenue Code.
The compensation and management development committee held six meetings during the year ended December 31, 2024 and met in executive session at three of the meetings. The compensation and management development committee also reviewed and discussed with management the compensation discussion and analysis section of this Proxy Statement.
Based on its review and the foregoing meetings and discussions, the compensation and management development committee recommended to the Board that the compensation discussion and analysis section be included in this Proxy Statement and in our Annual Report on Form 10-K.
John W. Eaves (Chair)
Javed Ahmed
Stephen J. Hagge
Anne P. Noonan
Michael J. Toelle
Javed Ahmed
Stephen J. Hagge
Anne P. Noonan
Michael J. Toelle
82
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the total compensation we provided with respect to the years ended December 31, 2022, 2023, and 2024 for (i) our principal executive officer, (ii) our principal financial officer, (iii) our chief operating officer who served part of the year as our principal financial officer and (iv) our three other most highly compensated executive officers (as determined on the basis of their total compensation for the applicable fiscal year other than changes in pension value and nonqualified deferred compensation earnings). We refer to these individuals in this Proxy Statement as our “named executive officers.” Their principal positions are stated in the table as the positions that were in effect as of December 31, 2024.
2024 Summary Compensation Table
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
($) |
| |
Stock
Awards(2)(3) ($) |
| |
Non-equity
Incentive Plan Compen- sation(1)(4) ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(5)(6) ($) |
| |
All Other
Compensation(7) ($) |
| |
Total
($) |
|
|
W. Anthony Will
President and Chief Executive Officer |
| |
2024
|
| |
1,400,000
|
| |
7,894,754
|
| |
2,646,000
|
| |
28,963
|
| |
326,366
|
| |
12,296,083
|
|
| |
2023
|
| |
1,350,000
|
| |
8,754,185
|
| |
2,454,300
|
| |
39,712
|
| |
301,362
|
| |
12,899,559
|
| ||
| |
2022
|
| |
1,300,000
|
| |
9,198,580
|
| |
3,510,000
|
| |
40,080
|
| |
230,366
|
| |
14,279,027
|
| ||
|
Gregory D. Cameron(8)
Executive Vice President and Chief Financial Officer |
| |
2024
|
| |
403,846
|
| |
2,339,721
|
| |
457,962
|
| |
—
|
| |
42,057
|
| |
3,243,586
|
|
|
Christopher D. Bohn
Executive Vice President and Chief Operating Officer |
| |
2024
|
| |
795,577
|
| |
3,214,726
|
| |
989,691
|
| |
10,541
|
| |
170,163
|
| |
5,180,698
|
|
| |
2023
|
| |
700,000
|
| |
2,207,317
|
| |
678,720
|
| |
17,767
|
| |
115,899
|
| |
3,719,703
|
| ||
| |
2022
|
| |
660,000
|
| |
2,166,292
|
| |
1,056,000
|
| |
8,714
|
| |
76,842
|
| |
3,967,848
|
| ||
|
Bert A. Frost
Executive Vice President, Sales, Market Development and Supply Chain |
| |
2024
|
| |
700,000
|
| |
5,416,492
|
| |
749,700
|
| |
15,613
|
| |
196,875
|
| |
7,078,680
|
|
| |
2023
|
| |
670,000
|
| |
2,154,976
|
| |
649,632
|
| |
20,132
|
| |
133,790
|
| |
3,628,530
|
| ||
| |
2022
|
| |
640,000
|
| |
2,203,206
|
| |
1,024,000
|
| |
16,049
|
| |
88,859
|
| |
3,972,114
|
| ||
|
Susan L. Menzel
Executive Vice President and Chief Administrative Officer |
| |
2024
|
| |
675,000
|
| |
1,453,910
|
| |
680,400
|
| |
4,974
|
| |
125,240
|
| |
2,939,524
|
|
| |
2023
|
| |
604,231
|
| |
1,678,211
|
| |
585,862
|
| |
6,802
|
| |
105,360
|
| |
2,980,466
|
| ||
| |
2022
|
| |
550,000
|
| |
1,366,959
|
| |
880,000
|
| |
18,771
|
| |
56,594
|
| |
2,872,324
|
| ||
|
Ashraf K. Malik(8)
Senior Vice President, Manufacturing and Distribution |
| |
2024
|
| |
550,000
|
| |
873,022
|
| |
519,750
|
| |
12,017
|
| |
105,479
|
| |
2,060,269
|
|
(1)
Amounts in these two columns represent base salary and non-equity incentive plan compensation earned in 2022, 2023, and 2024 regardless of when such amounts are paid in cash.
(2)
Amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 of the RSU and PRSU awards that we granted to the named executive officers pursuant to our 2014 Equity and Incentive Plan in 2022 and pursuant to our 2022 Equity Incentive Plan in 2023 and 2024. As described in footnote 3 below and consistent with the applicable accounting rules, the amounts shown in the table above in 2024 represent (w) the value of the RSUs granted in 2024, (x) the value of one-third of the target number of 2024 PRSUs awarded at grant, as only the first-year goal of the three-year performance
83
period beginning in 2024 was communicated to award holders in 2024, (y) the value of one-third of the target number of 2023 PRSUs, as the second-year goal of the three-year performance period beginning in 2023 was communicated to grant holders in 2024 and (z) the value of one-third of the target number of 2022 PRSUs, as the third-year goal of the three-year performance period beginning in 2022 was communicated to grant holders in 2024.
The compensation and management development committee considered the full value of the 2024 PRSU award when making the 2024 PRSU grants and the amounts shown below represent the grant date fair (full) values for the 2024 RSU and PRSU awards granted (i) in January 2024 to Messrs. Will, Bohn, Frost and Malik and Ms. Menzel, using a fair value of $82.70 per RSU (the closing price on the NYSE on the grant date) and $86.35 per PRSU at target level of performance (computed as the product of the number of shares of stock to be delivered assuming target level performance multiplied by $86.35 per share, the grant date fair value) and $82.70 per PRSU at maximum level of performance (computed as the product of the number of shares of stock to be delivered assuming maximum level of performance multiplied by $82.70 per share, the closing price on the NYSE on the grant date) and (ii) in June 2024 to Mr. Cameron, using a fair value of $74.02 per RSU (the closing price on the NYSE on the grant date) and $75.83 per PRSU at target level of performance (computed as the product of the number of shares of stock to be delivered assuming target level performance multiplied by $75.83 per share, the grant date fair value) and $74.02 per PRSU at maximum level of performance (computed as the product of the number of shares of stock to be delivered assuming maximum level of performance multiplied by $74.02 per share, the closing price on the NYSE on the grant date):
| | | |
Will
|
| |
Cameron*
|
| |
Bohn**
|
| |
Frost***
|
| |
Menzel
|
| |
Malik
|
|
|
RSUs ($)
|
| |
3,201,400
|
| |
916,146
|
| |
981,732
|
| |
896,385
|
| |
640,263
|
| |
384,142
|
|
|
PRSUs at Target Level of Performance ($)
|
| |
5,013,999
|
| |
1,407,860
|
| |
1,537,634
|
| |
1,403,878
|
| |
1,002,783
|
| |
601,687
|
|
|
2024 Stock Awards (Full Grant Date Fair Value) ($)
|
| |
8,215,399
|
| |
2,324,006
|
| |
2,519,366
|
| |
2,300,263
|
| |
1,643,046
|
| |
985,828
|
|
|
PRSUs at Maximum Level of Performance ($)
|
| |
11,524,940
|
| |
3,298,213
|
| |
3,534,333
|
| |
3,226,888
|
| |
2,304,948
|
| |
1,383,009
|
|
*
In addition to the annual equity grant of RSUs and PRSUs presented in the table above, on June 17, 2024, the compensation and management development committee granted a one-time new hire award of RSUs to Mr. Cameron in connection with his appointment as executive vice president and chief financial officer. The grant date fair value of such award was $954,340, using a fair value of $74.02 per RSU (the closing price on the NYSE on the grant date).
**
In addition to the annual equity grant of RSUs and PRSUs presented in the table above, on February 1, 2024, the compensation and management development committee granted Mr. Bohn RSUs in connection with his promotion to executive vice president and chief operating officer. The grant date fair value of such award was $991,005, using a fair value of $76.84 per RSU (the closing price on the NYSE on the grant date).
***
In addition to the annual equity grant of RSUs and PRSUs presented in the table above, effective June 17, 2024, the compensation and management development committee granted a retention award of RSUs to Mr. Frost. The grant date fair value of such award was $3,340,153, using a fair value of $74.02 per RSU (the closing price on the NYSE on the grant date).
(3)
Our assumptions with respect to the FASB ASC Topic 718 valuation of these equity awards are described in the footnotes to our audited financial statements as of and for the
84
year ended December 31, 2024. Additional information with respect to the outstanding RSU and PRSU awards is set forth below under the headings “Grants of Plan-based Awards” and “Outstanding Equity Awards at Fiscal Year End.” In accordance with SEC rules, the aggregate grant date fair value of the RSUs in the Summary Compensation Table is calculated as the product of the number of RSUs multiplied by the closing price for our stock on the NYSE on the grant date. Because the grant date for the PRSUs under accounting rules occurs when the applicable performance goals are set and our 2022 PRSUs (awarded in 2022 for the performance period 2022-2024), 2023 PRSUs (awarded in 2023 for the performance period 2023-2025) and 2024 PRSUs (awarded in 2024 for the performance period 2024-2026) are composed of three one-year periods with performance goals set annually, for our named executive officers other than Mr. Cameron, the “target” amount shown in 2024 represents one-third of the total 2022 PRSUs, one-third of the total 2023 PRSUs and one-third of the total 2024 PRSUs. For Mr. Cameron, who joined the company in June 2024, the “target” amount shown in 2024 represents one-third of the total 2024 PRSUs only. In accordance with SEC rules, the aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date, which, for the PRSUs reflected in this table, was target level performance. Therefore, values in the table for PRSU awards are computed as the product of the number of shares of stock to be delivered assuming target level performance multiplied by the grant date fair value of each PRSU (which, for our named executive officers other than Mr. Cameron, is $92.29 for the 2022 PRSUs, $82.04 for the 2023 PRSUs and $86.35 for the 2024 PRSUs, and for Mr. Cameron, is $75.83 for the 2024 PRSUs granted to Mr. Cameron in June 2024). If maximum level performance were assumed to be achieved, based on the units included here (1/3 of the total target number of 2022 PRSUs awarded, 1/3 of the total target number of 2023 PRSUs awarded and 1/3 of the total target number of 2024 PRSUs awarded), then the grant date fair value of the PRSUs with an accounting grant date in 2024 (computed as the product of the number of shares of stock to be delivered assuming maximum level performance multiplied by the closing price for our stock on the NYSE on the grant date (which, for our named executive officers other than Mr. Cameron, is $82.70 per share for and for Mr. Cameron, is $74.02 per share)) would have been as follows: $10,666,911 for Mr. Will; $1,099,286 for Mr. Cameron; $2,830,722 for Mr. Bohn; $2,686,030 for Mr. Frost; $1,855,193 for Ms. Menzel; and $1,113,671 for Mr. Malik.
(4)
Amounts in this column represent amounts that the named executive officers earned with respect to the years ended December 31, 2022, 2023, and 2024 as the result of annual incentive awards we granted to the named executive officers pursuant to our non-equity incentive plan. Additional information with respect to these annual incentive awards for 2024 is set forth above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Cash Compensation” and below under the heading “Grants of Plan-based Awards.”
(5)
Amounts in this column represent only the change during the particular year in the actuarial present value of the named executive officer’s accumulated pension benefits under our New Retirement Plan (a tax-qualified defined benefit pension plan) and our Supplemental Benefit and Deferral Plan (a nonqualified benefits restoration and deferred compensation plan). Our assumptions with respect to the determination of this value are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024. For this purpose, we have also assumed retirement at age 65. Additional information with respect to our defined benefit pension plans is set forth below under the heading “Pension Benefits.”
(6)
This column does not include any above-market or preferential earnings with respect to nonqualified deferred compensation, since all earnings were determined by a third-party plan administrator and set to equal the published total return on notional capital market investments selected in advance by the named executive officers. Additional information with respect to the named executive officers’ nonqualified deferred compensation earnings is set forth below under the heading “Nonqualified Deferred Compensation.”
85
(7)
Amounts in this column for 2024 represent (i) employer contributions and credits to the company 401(k) plan and to our Supplemental Benefit and Deferral Plan, some of which were earned for service in 2024 and paid in 2025, (ii) employer-paid term life insurance premiums, (iii) dividend equivalents on RSUs, and (iv) in the case of (x) Mr. Frost and Mr. Malik, perquisites consisting of certain financial advisory services and an executive physical examination, and (y) Ms. Menzel, perquisites consisting of certain financial advisory services, in each case as set forth in the following table:
|
Name
|
| |
Employer
Contributions and Credits to our 401(k) plan* ($) |
| |
Employer
Contributions and Credits to our Supplemental Benefit and Deferral Plan** ($) |
| |
Employer-
paid Life Insurance Premiums ($) |
| |
Dividend
Equivalents on RSUs ($) |
| |
Perquisites
and Other Personal Benefits*** ($) |
| |
Total
($) |
|
|
W. Anthony Will
|
| |
44,850
|
| |
137,150
|
| |
1,370
|
| |
142,996
|
| |
—
|
| |
326,366
|
|
|
Gregory D. Cameron
|
| |
13,800
|
| |
2,354
|
| |
633
|
| |
25,270
|
| |
—
|
| |
42,057
|
|
|
Christopher D. Bohn
|
| |
44,850
|
| |
58,575
|
| |
1,028
|
| |
65,710
|
| |
—
|
| |
170,163
|
|
|
Bert A. Frost
|
| |
44,850
|
| |
46,150
|
| |
960
|
| |
82,415
|
| |
22,500
|
| |
196,875
|
|
|
Susan L. Menzel
|
| |
37,950
|
| |
36,300
|
| |
926
|
| |
33,334
|
| |
16,730
|
| |
125,240
|
|
|
Ashraf K. Malik
|
| |
41,400
|
| |
26,650
|
| |
756
|
| |
15,648
|
| |
21,025
|
| |
105,479
|
|
*
Amounts in this column include both employer matching contributions and employer annual service credits. For all of the named executive officers other than Mr. Cameron, the employer matching contribution was $20,700. Mr. Cameron did not receive an employer matching contribution for 2024. For Mr. Will, Mr. Cameron, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik, the employer annual service credits were $24,150, $13,800, $24,150, $24,150, $17,250 and $20,700, respectively. The year ended December 31, 2024 is the second year for which the annual service credit was applied to the 401(k) plan and the Supplemental Benefit and Deferral Plan. Prior to 2023, the annual service credit was applied to the New Retirement Plan.
**
Amounts in this column include both employer matching contributions and employer annual service credits. For Mr. Will, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik, the employer matching contribution were $63,300, $27,035, $21,300, $19,800 and $12,300, respectively. Mr. Cameron did not receive an employer matching contribution for 2024. For Mr. Will, Mr. Cameron, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik, the employer annual service credits were $73,850, $2,354, $31,540, $24,850, $16,500 and $14,350, respectively. The year ended December 31, 2024 is the second year for which the annual service credit was applied to the 401(k) plan and the Supplemental Benefit and Deferral Plan. Prior to 2023, the annual service credit was applied to the New Retirement Plan.
***
For each named executive officer, excludes perquisites and other personal benefits unless the total value of all perquisites and other personal benefits for that named executive officer is $10,000 or more.
Neither Mr. Will nor Mr. Bohn received any additional compensation for service as a director.
(8)
2024 is the first year Mr. Cameron and Mr. Malik are named executive officers of the company.
86
Grants of Plan-based Awards
The following table shows all plan-based awards that we granted for the year ended December 31, 2024 to each of the named executive officers. Additional information regarding these awards is set forth above under the heading “Summary Compensation Table.”
2024 Grants of Plan-based Awards Table
| | | | | | | | | |
Estimated Future Payouts
Under Non-equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units(4) (#) |
| |
Grant
Date Fair Value of Stock Awards(5) ($) |
| ||||||||||||
|
Name
|
| |
Type
of Award(1) |
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||
|
W. Anthony Will
|
| |
STI
|
| |
12/12/2023
|
| |
1,050,000
|
| |
2,100,000
|
| |
4,200,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
7,742
|
| |
19,355
|
| |
46,452
|
| |
—
|
| |
1,671,304
|
| ||
| | PRSU2 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
5,917
|
| |
14,792
|
| |
35,501
|
| |
—
|
| |
1,213,536
|
| ||
| | PRSU3 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
7,838
|
| |
19,596
|
| |
47,030
|
| |
—
|
| |
1,808,515
|
| ||
| | RSU | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
38,711
|
| |
3,201,400
|
| ||
|
Gregory D. Cameron
|
| |
STI
|
| |
6/17/2024
|
| |
337,500
|
| |
675,000
|
| |
1,350,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
6/17/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
2,475
|
| |
6,188
|
| |
14,851
|
| |
—
|
| |
469,236
|
| ||
| | RSU | | |
6/17/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,377
|
| |
916,146
|
| ||
| | RSU | | |
6/17/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,893
|
| |
954,340
|
| ||
|
Christopher D. Bohn
|
| |
STI
|
| |
12/12/2023
|
| |
318,750
|
| |
637,500
|
| |
1,275,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
2,374
|
| |
5,936
|
| |
14,246
|
| |
—
|
| |
512,574
|
| ||
| | PRSU2 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,522
|
| |
3,804
|
| |
9,130
|
| |
—
|
| |
312,080
|
| ||
| | PRSU3 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,809
|
| |
4,522
|
| |
10,853
|
| |
—
|
| |
417,335
|
| ||
| | RSU | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,871
|
| |
981,732
|
| ||
| | RSU | | |
2/1/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,897
|
| |
991,005
|
| ||
|
Bert A. Frost
|
| |
STI
|
| |
12/12/2023
|
| |
297,500
|
| |
595,000
|
| |
1,190,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
2,168
|
| |
5,419
|
| |
13,006
|
| |
—
|
| |
467,931
|
| ||
| | PRSU2 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,437
|
| |
3,592
|
| |
8,621
|
| |
—
|
| |
294,688
|
| ||
| | PRSU3 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,809
|
| |
4,522
|
| |
10,853
|
| |
—
|
| |
417,335
|
| ||
| | RSU | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,839
|
| |
896,385
|
| ||
| | RSU | | |
6/17/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
45,125
|
| |
3,340,153
|
| ||
|
Susan L. Menzel
|
| |
STI
|
| |
12/12/2023
|
| |
270,000
|
| |
540,000
|
| |
1,080,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,548
|
| |
3,871
|
| |
9,290
|
| |
—
|
| |
334,261
|
| ||
| | PRSU2 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,014
|
| |
2,536
|
| |
6,086
|
| |
—
|
| |
208,053
|
| ||
| | PRSU3 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
1,176
|
| |
2,940
|
| |
7,056
|
| |
—
|
| |
271,333
|
| ||
| | RSU | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,742
|
| |
640,263
|
| ||
|
Ashraf K. Malik
|
| |
STI
|
| |
12/12/2023
|
| |
206,250
|
| |
412,500
|
| |
825,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | PRSU1 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
929
|
| |
2,323
|
| |
5,575
|
| |
—
|
| |
200,591
|
| ||
| | PRSU2 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
592
|
| |
1,479
|
| |
3,550
|
| |
—
|
| |
121,337
|
| ||
| | PRSU3 | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
724
|
| |
1,809
|
| |
4,342
|
| |
—
|
| |
166,953
|
| ||
| | RSU | | |
1/3/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,645
|
| |
384,142
|
| ||
(1)
The Short-Term Incentive program award was granted under the Company’s Annual Incentive Plan. All other awards included in this table were granted under the 2022 Equity and Incentive Plan. The types of awards granted include:
STI
Short-Term Incentive
PRSU 1
Performance Vesting Restricted Stock Unit, Year 1 of 2024-2026 PRSU Award
PRSU2
Performance Vesting Restricted Stock Unit, Year 2 of 2023-2025 PRSU Award
PRSU3
Performance Vesting Restricted Stock Unit, Year 3 of 2022-2024 PRSU Award
RSU
Restricted Stock Unit
(2)
In December 2023, Mr. Will, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik were assigned target award opportunities equal to 150%, 85%, 85%, 80% and 75% of their respective base salaries for 2024. In June 2024, upon joining the company and being appointed executive vice president and chief financial officer, Mr. Cameron was assigned a target award opportunity equal to 90% of his base salary. In connection with his appointment as chief operating officer effective February 1, 2024, Mr. Bohn’s annual base salary was increased to $800,000 and his target annual incentive level was increased to 100%. As a result of these changes, the threshold, target and maximum amounts that Mr. Bohn could earn for 2024 under the short-term incentive plan were also increased.
87
The threshold level shown is the minimum amount payable if the threshold level of each of the performance metrics are met. The terms and conditions of these awards are described above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Cash Compensation.” We recently determined the amounts that each of the named executive officers had earned with respect to these awards, based on our corporate performance for 2024, as set forth above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Cash Compensation — Approval of Annual Incentive Payments for 2024” and “Summary Compensation Table.”
(3)
The amounts in the “Threshold,” “Target,” and “Maximum” columns with the January 3, 2024 grant date reflect the PRSU opportunity granted during 2024 for the 2024 performance period (the first of three one-year performance periods for the 2024 PRSUs, the second of three one-year performance periods for the 2023 PRSUs and the third of three one-year performance periods for the 2022 PRSUs). For Mr. Cameron, the amounts in the “Threshold,” “Target,” and “Maximum” columns with the June 17, 2024 grant date reflect the PRSU opportunity granted during 2024 for the 2024 performance period (the first of three one-year performance periods for the 2024 PRSUs). The terms and conditions of these PRSU awards are described above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Long-term Incentives.” As stated in that section, on the award grant date, the compensation and management development committee approved dollar-denominated 2024 PRSU awards for the individual executive officers and then the dollar-denominated awards were translated into an actual number of PRSUs (at target) by dividing the award values by the unweighted average closing price of our stock on the NYSE for the twenty trading days preceding the award grant date. As further described in that section, subject to earlier forfeiture or accelerated vesting, these awards will vest upon the certification by the compensation and management development committee of the attainment of the performance goals following the end of the applicable three-year performance period. The performance metrics for each of the 2022 PRSUs, the 2023 PRSUs and the 2024 PRSUs are composed of two measures: average return on net assets (“RONA”) over three one-year periods and a modifier pursuant to which the number of shares earned based on RONA performance may be increased or decreased by up to 20% based on our three-year TSR performance. The PRSUs accrue dividend equivalents during the performance and vesting period. Upon vesting, holders of PRSUs will be paid a cash equivalent of the dividends paid on our common stock during the performance and vesting period based on the number of shares of stock, if any, delivered upon the settlement of the PRSUs. Because the grant date for the PRSUs under accounting rules occurs when the applicable performance goals are set, the “target” amount shown represents one-third of the total 2022 PRSUs awarded in 2022 for the performance period 2022-2024, one-third of the total 2023 PRSUs awarded in 2023 for the performance period 2023-2025 and one-third of the total 2024 PRSUs awarded in 2024 for the performance period 2024-2026. See the Summary Compensation Table footnote 2 for further information on the full value of the 2024 PRSU grants.
(4)
The amounts shown in this column represent the RSUs granted to our named executive officers in 2024. Subject to earlier forfeiture or accelerated vesting, the RSUs vest as follows: (i) all of the RSUs granted on January 3, 2024 will vest in three equal annual installments following the date of grant; (ii) Mr. Cameron’s 12,377 RSUs granted on June 17, 2024 will vest one-third on the first anniversary of the grant date, one third on January 3, 2026, and one third on January 3, 2027; (iii) Mr. Cameron’s 12,893 RSUs granted on June 17, 2024 will vest in three equal annual installments following the date of grant; (iv) Mr. Bohn’s RSUs granted on February 1, 2024 will vest on January 3, 2027; and (v) Mr. Frost’s RSUs granted on June 17, 2024 will vest on January 3, 2027. We will pay dividend equivalents in cash on the RSUs to the named executive officers during the vesting period. The terms and conditions of these RSU awards are described above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Long-term Incentives.”
88
(5)
Amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 of the RSU and PRSU awards that we granted to the named executive officers during 2024. The grant date fair value for the RSUs is calculated using the closing price of our stock on the NYSE on the date of grant ($82.70 per share for January 3, 2024, $76.84 per share for February 1, 2024 and $74.02 per share for June 17, 2024). The grant date fair value for the PRSUs are calculated using a Monte Carlo simulation valuation performed as of the date of grant by an independent third party. For the January 3, 2024 PRSU awards, the dollar value of the PRSU1s at the time of grant was $86.35 per unit, the dollar value of the PRSU2s at the time of grant was $82.04 per unit and the dollar value of the PRSU3s at the time of grant was $92.29 per unit. For the June 17, 2024 PRSU award, the dollar value of the PRSU1 at the time of grant was $75.83. The aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date. Our assumptions with respect to the FASB ASC Topic 718 valuation of these equity awards are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024.
89
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information concerning the outstanding equity awards held as of December 31, 2024 by each of the named executive officers. Additional information with respect to the equity awards granted during 2024 is set forth above under the heading “Grants of Plan-based Awards.”
2024 Outstanding Equity Awards at Fiscal Year End Table
| | | | | | |
Stock Awards(2)(3)
|
| |||||||||
|
Name
|
| |
Grant Date/
Performance Period(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(4) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(6) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) |
|
|
W. Anthony Will
|
| |
1/4/2022
|
| |
13,064
|
| |
1,114,620
|
| |
—
|
| |
—
|
|
| |
1/3/2023
|
| |
19,723
|
| |
1,682,766
|
| |
—
|
| |
—
|
| ||
| |
1/3/2024
|
| |
38,711
|
| |
3,302,823
|
| |
—
|
| |
—
|
| ||
| |
1/1/22-12/31/24
|
| |
80,773
|
| |
6,891,552
|
| |
—
|
| |
—
|
| ||
| |
1/1/23-12/31/25
|
| |
—
|
| |
—
|
| |
44,375
|
| |
3,786,075
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
58,066
|
| |
4,954,191
|
| ||
|
Gregory D. Cameron
|
| |
6/17/2024
|
| |
12,377
|
| |
1,056,006
|
| |
—
|
| |
—
|
|
| |
6/17/2024
|
| |
12,893
|
| |
1,100,031
|
| |
—
|
| |
—
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
18,566
|
| |
1,584,051
|
| ||
|
Christopher D. Bohn
|
| |
1/4/2022
|
| |
3,015
|
| |
257,240
|
| |
—
|
| |
—
|
|
| |
1/3/2023
|
| |
5,072
|
| |
432,743
|
| |
—
|
| |
—
|
| ||
| |
1/3/2024
|
| |
11,871
|
| |
1,012,834
|
| |
—
|
| |
—
|
| ||
| |
2/1/2024
|
| |
12,897
|
| |
1,100,372
|
| |
—
|
| |
—
|
| ||
| |
1/1/22-12/31/24
|
| |
18,639
|
| |
1,590,279
|
| |
—
|
| |
—
|
| ||
| |
1/1/23-12/31/25
|
| |
—
|
| |
—
|
| |
11,411
|
| |
973,587
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
17,807
|
| |
1,519,293
|
| ||
|
Bert A. Frost
|
| |
1/4/2022
|
| |
3,015
|
| |
257,240
|
| |
—
|
| |
—
|
|
| |
1/3/2023
|
| |
4,791
|
| |
408,768
|
| |
—
|
| |
—
|
| ||
| |
1/3/2024
|
| |
10,839
|
| |
924,783
|
| |
—
|
| |
—
|
| ||
| |
6/17/2024
|
| |
45,125
|
| |
3,850,065
|
| |
—
|
| |
—
|
| ||
| |
1/1/22-12/31/24
|
| |
18,639
|
| |
1,590,279
|
| |
—
|
| |
—
|
| ||
| |
1/1/23-12/31/25
|
| |
—
|
| |
—
|
| |
10,777
|
| |
919,494
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
16,258
|
| |
1,387,133
|
| ||
|
Susan L. Menzel
|
| |
1/4/2022
|
| |
1,960
|
| |
167,227
|
| |
—
|
| |
—
|
|
| |
1/3/2023
|
| |
3,381
|
| |
288,467
|
| |
—
|
| |
—
|
| ||
| |
7/7/2023
|
| |
3,584
|
| |
305,787
|
| |
—
|
| |
—
|
| ||
| |
1/3/2024
|
| |
7,742
|
| |
660,547
|
| |
—
|
| |
—
|
| ||
| |
1/1/22-12/31/24
|
| |
12,115
|
| |
1,033,652
|
| |
—
|
| |
—
|
| ||
| |
1/1/23-12/31/25
|
| |
—
|
| |
—
|
| |
7,607
|
| |
649,029
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
11,613
|
| |
990,821
|
| ||
|
Ashraf K. Malik
|
| |
1/4/2022
|
| |
1,206
|
| |
102,896
|
| |
—
|
| |
—
|
|
| |
1/3/2023
|
| |
1,973
|
| |
168,336
|
| |
—
|
| |
—
|
| ||
| |
1/3/2024
|
| |
4,645
|
| |
396,311
|
| |
—
|
| |
—
|
| ||
| |
1/1/22-12/31/24
|
| |
7,456
|
| |
636,146
|
| |
—
|
| |
—
|
| ||
| |
1/1/23-12/31/25
|
| |
—
|
| |
—
|
| |
4,437
|
| |
378,565
|
| ||
| |
1/1/24-12/31/26
|
| |
—
|
| |
—
|
| |
6,968
|
| |
594,510
|
| ||
(1)
This column includes the grant dates of RSU awards and the performance periods for the PRSU awards. The performance metrics for each of the 2022 PRSUs, the 2023 PRSUs and the 2024 PRSUs are composed of two measures: average return on net assets (“RONA”) over three one-year periods and a modifier pursuant to which the number of shares earned based on RONA performance may be increased or decreased by up to 20% based on our three-year TSR performance. Because the grant date for the PRSUs under accounting rules
90
occurs when the applicable performance goals are set, each of our 2022 PRSUs, 2023 PRSUs and 2024 PRSUs will have three “grant dates,” one for each year of the three-year performance period. At each such grant date one-third of the full PRSU award will be granted. Amounts shown in this table represent the full awards for each of the 2022 PRSUs, the 2023 PRSUs and the 2024 PRSUs.
(2)
RSUs and PRSUs have been granted to our executive officers since 2014. Commencing in 2018 and for each year thereafter, the compensation and management development committee has determined that stock options would not be awarded and that the long-term incentive awards to our named executive officers should be composed 60% in PRSUs (at target) and 40% in RSUs. None of the named executive officers have any options outstanding as of December 31, 2024.
(3)
Subject to earlier forfeiture or accelerated vesting, the RSUs vest as follows: (i) all of the RSU awards granted in January 2022, 2023 and 2024 will vest in three equal annual installments following the date of grant; (ii) Mr. Cameron’s 12,377 RSUs granted on June 17, 2024 will vest one-third on the first anniversary of the grant date, one third on January 3, 2026, and one third on January 3, 2027; (iii) Mr. Cameron’s 12,893 RSUs granted on June 17, 2024 will vest in three equal annual installments following the date of grant; (iv) Mr. Bohn’s RSUs granted on February 1, 2024 will vest on January 3, 2027; (v) Mr. Frost’s RSUs granted on June 17, 2024 will vest on January 3, 2027; and (vi) Ms. Menzel’s RSUs granted on July 7, 2023 will vest on the second anniversary of the date of the grant. Dividend equivalents will be paid in cash on the RSUs during the vesting period. Subject to earlier forfeiture or accelerated vesting, the PRSU awards granted in 2022, 2023 and 2024 will vest upon the certification by the compensation and management development committee of the attainment of the performance goals following the end of the three-year performance period. The PRSUs accrue dividend equivalents during the performance and vesting period and upon vesting, holders of PRSUs will be paid a cash equivalent of the dividends paid on our common stock during the performance and vesting period based on the number of shares of stock, if any, delivered in settlement of the PRSUs. The accelerated vesting provisions and the other terms and conditions of the stock awards granted in 2024 are described above under the heading “Compensation Discussion and Analysis — Review and Approval of 2024 Long-term Incentives.”
(4)
Reflects RSUs awarded in 2022, 2023 and 2024 and PRSUs awarded in 2022 (for which the performance period ended on December 31, 2024). In accordance with SEC rules, the number of PRSUs reported is based on the actual number of shares underlying the PRSUs that were earned at the end of the three-year performance period, subject to continued time vesting until the certification of the attainment of the performance goals no later than the last day of the fiscal quarter immediately following the end of the three-year performance period. The performance goals actually attained were above the target level, resulting in the vesting of 137% of the target PRSUs awarded in 2022.
(5)
Reflects PRSUs awarded in 2023 (for which the performance period ends on December 31, 2025) and 2024 (for which the performance period ends on December 31, 2026). With respect to the units awarded in 2023 and 2024, actual performance through December 31, 2024 was above the threshold level, but below the target level and, in accordance with SEC rules, the number of 2023 units and 2024 units reported assumes achievement of the target performance level. With respect to the units awarded in 2023, the amount shown represents the full 2023 PRSU award. With respect to the units awarded in 2024, the amount shown represents the full 2024 PRSU award. See the Summary Compensation Table footnote 2 for further information on the full value of the 2024 PRSU grant.
(6)
The value shown is based on the closing price for our stock ($85.32 per share) on the NYSE on December 31, 2024.
91
Option Exercises and Stock Vested
The following table sets forth certain information concerning stock option exercises by each of the named executive officers and the vesting of RSUs and PRSUs held by each of the named executive officers during the year ended December 31, 2024.
2024 Option Exercises and Stock Vested Table
| | | |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
|
|
W. Anthony Will
|
| |
229,858
|
| |
18,588,428
|
|
|
Gregory D. Cameron
|
| |
—
|
| |
—
|
|
|
Christopher D. Bohn
|
| |
58,925
|
| |
4,765,106
|
|
|
Bert A. Frost
|
| |
58,784
|
| |
4,753,445
|
|
|
Susan L. Menzel
|
| |
36,496
|
| |
2,951,600
|
|
|
Ashraf K. Malik
|
| |
21,898
|
| |
1,770,947
|
|
(1)
The value realized on vesting of stock awards was computed by multiplying the number of shares of stock vesting by the closing price for our stock on the NYSE on the vesting date and, if the vesting date was not a trading day, the first trading day after the vesting date.
92
Pension Benefits
The following table sets forth certain information concerning accumulated retirement benefits as of December 31, 2024, for each of the named executive officers.
2024 Pension Benefits Table
|
Name
|
| |
Plan Name(1)
|
| |
Number of
Years Credited Service(1)(2) (#) |
| |
Present
Value of Accumulated Benefit(2)(3) ($) |
|
|
W. Anthony Will
|
| | New Retirement Plan | | |
15.7
|
| |
181,482
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
15.7
|
| |
530,291
|
|
|
Gregory D. Cameron(4)
|
| | New Retirement Plan | | |
—
|
| |
—
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
—
|
| |
—
|
|
|
Christopher D. Bohn
|
| | New Retirement Plan | | |
13.3
|
| |
163,845
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
13.3
|
| |
134,276
|
|
|
Bert A. Frost
|
| | New Retirement Plan | | |
14.1
|
| |
176,922
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
14.1
|
| |
191,907
|
|
|
Susan L. Menzel
|
| | New Retirement Plan | | |
5.2
|
| |
69,882
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
5.2
|
| |
52,183
|
|
|
Ashraf K. Malik
|
| | New Retirement Plan | | |
11.0
|
| |
148,935
|
|
| | | |
Supplemental Benefit and Deferral Plan
|
| |
24.1
|
| |
152,227
|
|
(1)
We maintain a defined benefit pension plan named the CF Industries Holdings, Inc. Pension Plan (the “Pension Plan”). Supplement A of the Pension Plan, which we refer to herein as the New Retirement Plan, is a tax qualified defined benefit pension plan. Effective December 31, 2022, the New Retirement Plan was closed to new hires and frozen with respect to active participants, including the NEOs. Our Supplemental Benefit and Deferral Plan is a nonqualified benefits restoration and deferred compensation plan. The Number of Years of Credited Service reflects service through December 31, 2022, the date the New Retirement Plan was frozen with respect to active participants.
(2)
The annual pension benefit under our New Retirement Plan assuming retirement at age 65 is equal to the actuarial equivalent of a participant’s cash balance account expressed as a single-life annuity payable monthly. Because the New Retirement Plan is frozen with respect to active participants, including the NEOs, the company no longer provides an annual credit to each participant’s cash balance account equal to a percentage of the participant’s eligible compensation (which was limited to base salary for the NEOs) determined based on a participant’s years of service. However, each participant’s cash balance account continues to earn an annual return based on the greater of (i) the annual yield on 10-year treasury nominal securities and (ii) 3% annual interest.
Benefits under our New Retirement Plan are paid in a straight life annuity or qualified joint and survivor annuity for unmarried and married participants, respectively, unless the participant has elected another form of annuity payment permitted under our New Retirement Plan or a lump sum payment. In the event of a participant’s death while an active employee, a benefit is payable to a participant’s beneficiary as a lump sum to the extent the beneficiary is not the participant’s spouse and solely with respect to spousal beneficiaries, either a lump sum or an annuity. A participant who has not reached the age of 65, but has completed three years of vesting service may be eligible to receive a monthly retirement benefit under the New Retirement Plan.
(3)
Amounts in this column represent the actuarial present value of the named executive officers’ accumulated pension benefits under our New Retirement Plan and our Supplemental
93
Benefit and Deferral Plan. Our assumptions with respect to the determination of this value are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024. For this purpose, we have also assumed retirement at age 65. Additional information with respect to the aggregate change over the past year in the actuarial present value of the named executive officers’ accumulated pension benefits under these plans is set forth above under the heading “Summary Compensation Table.”
(4)
Mr. Cameron was hired after December 31, 2022 and therefore is not a participant in the New Retirement Plan or that portion of the Supplemental Benefit and Deferral Plan.
Nonqualified Deferred Compensation
The following table sets forth certain information concerning nonqualified deferred compensation arrangements under our Supplemental Benefit and Deferral Plan for each of the named executive officers with respect to fiscal year 2024.
2024 Nonqualified Deferred Compensation Table
|
Name
|
| |
Executive
Contributions in Last FY(1) ($) |
| |
Registrant
Contributions in Last FY(2) ($) |
| |
Aggregate
Earnings in Last FY(3) ($) |
| |
Aggregate
Balance at Last FYE(4) ($) |
|
|
W. Anthony Will
|
| |
63,300
|
| |
137,150
|
| |
330,774
|
| |
3,615,544
|
|
|
Gregory D. Cameron
|
| |
—
|
| |
2,354
|
| |
—
|
| |
2,354
|
|
|
Christopher D. Bohn
|
| |
27,035
|
| |
58,575
|
| |
339,487
|
| |
1,996,333
|
|
|
Bert A. Frost
|
| |
21,300
|
| |
46,150
|
| |
306,971
|
| |
2,109,903
|
|
|
Susan L. Menzel
|
| |
19,800
|
| |
36,300
|
| |
36,676
|
| |
318,704
|
|
|
Ashraf K. Malik
|
| |
12,300
|
| |
26,650
|
| |
24,547
|
| |
270,612
|
|
(1)
Under our Supplemental Benefit and Deferral Plan, each of the named executive officers may elect to defer (i) up to 6% of his or her base salary in excess of the annual compensation limit under Section 401(a)(17) of the Internal Revenue Code and (ii) up to 100% of his or her annual incentive payment. Amounts in this column represent the amounts we credited to the accounts of the named executive officers during 2024. There is typically an administrative delay between the time when a participant defers income under the plan and the time when we subsequently credit the participant’s account. As a result of this delay, the amounts that we credited to the named executive officers’ accounts during 2024 differ slightly from the amounts that the named executive officers deferred during 2024. All amounts included under “Executive Contributions” are also included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 83.
(2)
Amounts in this column represent the employer matching contributions and employer annual service credit amounts that we credited to the accounts of the named executive officers for their service during 2024, which were credited during 2024 or shortly thereafter. For 2024, for each named executive officer who elects to defer any of his or her base salary in excess of the annual compensation limit, we match (through further such credits to his or her deemed account) the portion (up to 6%) of his or her excess base salary that he or she elects to defer. This column also includes the named executive officer’s annual service credit for 2024, to the extent the annual service credit was not allocated to the named executive officer’s 401(k) plan. Both the employer matching credits and the employer annual service credits are also reported for 2024 in the “All Other Compensation” column of the Summary Compensation Table on page 83.
(3)
Under our Supplemental Benefit and Deferral Plan, each of the named executive officers makes notional investments of his or her account balance from time to time in shares of (i) our common stock or (ii) the public mutual funds we offer to our employees as investment alternatives under our 401(k) plan. In order to make these notional investments, the named executive officer notifies the third-party plan administrator of his or her selections.
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The plan administrator then tracks the published total return on the actual securities underlying the named executive officer’s notional investments, and we credit or debit the named executive officer’s deemed account balance accordingly. Since all such credits and debits are determined by a third-party plan administrator and set to equal the published total return on notional capital market investments selected in advance by the named executive officers, none of the amounts shown in this column are reported as above-market or preferential earnings on nonqualified deferred compensation in the Summary Compensation Table.
(4)
In general, deferred amounts are paid out in a lump sum upon the termination of the named executive officer’s employment. The aggregate balance consists of executive contributions, company matching credits, and credits (or debits) reflecting returns on the notional investments. The following amounts of the reported aggregate balance were compensation for 2022 or 2023 and are included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns (in the case of executive contributions) or the “All Other Compensation” column (in the case of company matching credits) of the Summary Compensation Table on page 83 for those years for the named executive (other than Mr. Cameron and Mr. Malik, for whom 2024 was their first year as a named executive officer):
|
Name
|
| |
Executive
Contributions in 2022 ($) |
| |
Registrant
Contributions in 2022 ($) |
| |
Executive
Contributions in 2023 ($) |
| |
Registrant
Contributions in 2023 ($) |
|
|
W. Anthony Will
|
| |
59,700
|
| |
59,700
|
| |
61,200
|
| |
132,600
|
|
|
Christopher D. Bohn
|
| |
221,300
|
| |
21,300
|
| |
22,200
|
| |
44,400
|
|
|
Bert A. Frost
|
| |
170,100
|
| |
20,100
|
| |
225,200
|
| |
41,573
|
|
|
Susan L. Menzel
|
| |
14,700
|
| |
14,700
|
| |
16,454
|
| |
30,165
|
|
Potential Payments Upon Termination or Change in Control
We have change in control agreements in effect with each of the named executive officers. Under the terms of the change in control agreements, the named executive officer is entitled to receive certain payments and benefits from us upon a qualifying termination, specifically if we terminate his or her employment without cause (other than by reason of his or her death or disability) or if he or she resigns because of good reason, in either case within the period of 24 months following (or in certain cases prior to) a change in control (as such terms are defined in the agreements).
Under the change in control agreements, a named executive officer will be deemed to have good reason if we:
•
fail to pay his or her specified annual salary or reduce such salary, or provide certain benefits;
•
assign duties inconsistent with such officer’s current position or substantially and adversely alter his or her responsibilities;
•
fail to continue any compensation plan that constitutes a material portion of his or her compensation; or
•
change his or her primary employment location by more than 35 miles.
Following a qualifying termination, the change in control agreements for each named executive officer provide for (i) a lump sum payment to the named executive officer equal to two times (or, in the case of Mr. Will, three times) the sum of the officer’s base salary and target annual incentive payment; (ii) welfare benefit continuation for a period of two years (or, in the case of Mr. Will, three years) and outplacement services for a period of up to two years; and (iii) a pro-rata annual incentive payment for the year of termination, assuming target levels of performance or, if higher, actual year-to-date performance.
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The named executive officer will also receive a cash payment equal to the employer matching and annual service contributions that we would have made on his or her behalf for a period of two years (or, in the case of Mr. Will, three years) under our defined contribution 401(k) plan and the related amounts that we would have credited to his or her account balance under our Supplemental Benefit and Deferral Plan. If the named executive officer is not fully vested in his or her benefits under these plans, the officer will also receive a cash payment equal to his or her unvested benefits.
The change in control agreement for Mr. Frost, which was entered into in 2008, further provides that, if any of the payments to him become subject to the “golden parachute” excise tax imposed by Section 4999 of the Internal Revenue Code, he will be entitled to receive an additional gross-up payment such that, after payment by him of all taxes, including any excise tax imposed upon the gross-up payment, he will receive the net after-tax benefit that he would have received had the excise tax not been imposed. The change of control agreements for Messrs. Will, Cameron, Bohn and Malik and Ms. Menzel do not provide for a gross-up payment. The change in control agreements for each of these five named executive officers provide that payments that would be subject to the excise tax will be reduced to the greatest amount that he or she may receive without becoming subject to the excise tax, unless he or she would be better off on an after-tax basis (including following application of the excise tax) receiving the full amount of such payments, in which case no such reduction will be applied.
In December 2014, the Board adopted a policy whereby the company will not in the future enter into any new agreements with its named executive officers that include Internal Revenue Code Section 280G excise tax “gross-up” provisions with respect to payments contingent on a change in control of the company.
Each of the named executive officers will be required to sign a release of claims at the time of the qualifying termination as a condition to receiving any such payments or benefits from us under his or her change in control agreement.
The named executive officer will not be obligated to seek other employment in mitigation of the payments and benefits to be provided, and no such other employment will reduce our obligation to make such payments and to provide such benefits to him or her under the agreements.
In addition, under our 2022 Equity and Incentive Plan and our prior plan (the 2014 Equity and Incentive Plan), which governs awards granted prior to May 2022, upon a change in control the restrictions, limitations, and conditions applicable to outstanding RSUs, PRSUs, stock options, and other plan-based awards will lapse, any performance goals will be deemed fully achieved at the greater of target and actual performance to-date, and the awards will become fully vested (and in the case of stock options, exercisable); provided, that under our 2022 Equity and Incentive Plan, our compensation and management development committee may, in its discretion, provide such holders the consideration provided to similarly situated shareholders in such change in control. In addition, under our annual incentive plan, in the event of a change in control, the performance goals applicable in the performance year in which the change in control occurs will be deemed fully achieved at the target or actual performance level, whichever is higher.
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Assuming a change in control had occurred on December 31, 2024, with a transaction price equal to the closing price for our stock ($85.32 per share) on the NYSE as of December 31, 2024, each of the named executive officers would have been entitled to receive the following estimated severance benefits upon a qualifying termination of his or her employment on such date:
|
Name
|
| |
Severance
Amount(1) ($) |
| |
Retirement
Savings Plan Enhance- ment(2) ($) |
| |
Early
Vesting of RSUs and PRSUs(3) ($) |
| |
Other
Change in Control Benefits(4) ($) |
| |
Estimated
Excise Tax Gross Up(5) ($) |
| |
Total
($) |
|
|
W. Anthony Will
|
| |
12,600,000
|
| |
546,000
|
| |
19,856,182
|
| |
138,698
|
| |
N/A
|
| |
33,140,880
|
|
|
Gregory D. Cameron
|
| |
3,525,000
|
| |
150,000
|
| |
3,740,088
|
| |
97,763
|
| |
N/A
|
| |
7,512,851
|
|
|
Christopher D. Bohn
|
| |
4,000,000
|
| |
201,834
|
| |
6,453,519
|
| |
115,114
|
| |
N/A
|
| |
10,770,468
|
|
|
Bert A. Frost(6)
|
| |
3,185,000
|
| |
182,000
|
| |
8,904,934
|
| |
114,784
|
| |
—
|
| |
12,386,718
|
|
|
Susan L. Menzel
|
| |
2,970,000
|
| |
148,500
|
| |
3,814,231
|
| |
101,803
|
| |
N/A
|
| |
7,034,534
|
|
|
Ashraf K. Malik
|
| |
2,337,500
|
| |
136,100
|
| |
2,103,650
|
| |
101,464
|
| |
N/A
|
| |
4,678,714
|
|
(1)
This amount represents a cash payment to the named executive officer equal to (i) two times (or, in the case of Mr. Will, three times) the sum of his or her base salary and target annual incentive payment plus (ii) an annual incentive payment for the year of termination, assuming target level of performance.
(2)
This amount represents a cash payment to the named executive officer equal to the employer matching and annual service contributions that we would have made on his or her behalf for a period of two years (or, in the case of Mr. Will, three years), assuming each named executive officer contributed the maximum allowable amount under our 401(k) plan and the related amounts we would have credited to his or her account balance under our 401(k) plan and our Supplemental Benefit and Deferral Plan. The year ended December 31, 2024 is the second year for which the annual service credit was applied to the 401(k) plan and the Supplemental Benefit and Deferral Plan.
(3)
This amount represents the value attributable to the accelerated vesting of outstanding awards of RSUs and PRSUs held by the named executive officer, which is deemed to equal the market value on December 31, 2024 of the RSUs and PRSUs that would otherwise have been unvested as of such date. Payout value of PRSUs granted during 2022, 2023, and 2024 assumes target performance level. Each named executive officer would also receive accelerated vesting of such awards in the event of their death or disability, in the same amounts as set forth above. For a discussion of the vesting and other terms of the RSU and PRSU awards, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Review and Approval of 2024 Long-Term Incentives — Vesting and Other Terms of RSUs and PRSUs.”
(4)
This amount represents the present value of the continuation of certain welfare benefits for the named executive officer for a period of two years (or, in the case of Mr. Will, three years) and the value of outplacement services for the named executive officer for a period of up to two years.
(5)
The change in control agreement for Mr. Frost, which was entered into in 2008, provides that, if any of the payments to him become subject to the “golden parachute” excise tax imposed by Section 4999 of the Internal Revenue Code, he will be entitled to receive an additional gross-up payment such that, after payment by him of all taxes, including any excise tax imposed upon the gross-up payment, he will receive the net after-tax benefit he would have received had the excise tax not been imposed. As reflected in the table, he would not have received any gross-up payment in connection with a change of control assuming a transaction price equal to the closing price for our stock as of December 31, 2024. The change of control agreements for Messrs. Will, Cameron, Bohn and Malik and Ms. Menzel do not provide for a gross-up payment.
97
(6)
Mr. Frost met the conditions for “special retirement” contained in certain of his equity award agreements as of December 31, 2024. As a result, a pro-rated number of RSUs and PRSUs would vest assuming a termination due to retirement had occurred on December 31, 2024. If Mr. Frost had retired on such date, he would have been entitled to receive an estimated $2,938,601, representing the value attributable to the pro-rata vesting of outstanding awards of RSUs and PRSUs held by Mr. Frost, which is valued per share based on the market value on December 31, 2024. The payout value of PRSUs granted during 2022, 2023, and 2024 assumes target performance level. For a discussion of the retirement vesting terms of the RSU and PRSU awards, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Change in Control, Severance, and Retirement Benefits.”
CEO Pay Ratio
In 2015, pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. The company’s principal executive officer is Mr. Will.
Mr. Will had 2024 annual total compensation of $12,296,083, as reflected in the Summary Compensation Table included under the heading “Executive Compensation.” We calculated the 2024 annual total compensation for our median employee using the same methodology we use for our named executive officers as required to be set forth in the Summary Compensation Table included in this Proxy Statement. Our median employee’s 2024 annual total compensation was $136,521. As a result, we estimate that Mr. Will’s 2024 annual total compensation was approximately 90 times that of our median employee. Due to the variability of Mr. Will’s performance-based compensation, the CEO pay ratio can differ significantly from year to year.
The SEC rule permits a company to identify its median employee only once every three years, unless there has been a change in its employee population or employee compensation arrangements that the company reasonably believes would result in a significant change in the pay ratio disclosure. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Therefore, we elected to use the same median employee we identified in 2023 for purposes of calculating the CEO pay ratio for 2024. We identified our median employee in 2023 by examining the 2023 total cash compensation (base salary and cash bonus) for all individuals, excluding our chief executive officer, who were employed by us on November 1, 2023. We included all employees, whether employed on a full-time, temporary or part-time basis. We did not make any assumptions, adjustments (including cost-of-living adjustments) or use any estimates with respect to determining total cash compensation, except that we annualized the compensation for our full-time and part-time permanent employees who were not employed by us for all of 2023.
98
Pay for Performance
In accordance with SEC rules adopted in 2022, pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding executive compensation and company performance for the fiscal years listed below. The Compensation Actually Paid amounts shown below are prepared in accordance with Item 402(v) of Regulation S-K. The compensation and management development committee did not specifically consider the Compensation Actually Paid amounts when determining named executive officer compensation for fiscal years 2020 through 2024. For a discussion of how the compensation and management development committee seeks to align pay with performance when making executive compensation decisions, please see the section above titled “Compensation Discussion and Analysis.”
Pay Versus Performance
| | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(4) ($) | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | ||||
| | | Year | | | | Summary Compensation Table Total for PEO(1) ($) | | | | Compensation Actually Paid to PEO(1)(2)(3) ($) | | | | Total Shareholder Return ($) | | | | Peer Group Total Shareholder Return(5) ($) | | | | Net Income(6) ($, in millions) | | | | EBITDA ($, in millions) | | | ||||||||
| | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
Our principal executive officer (PEO) for each of the fiscal years 2024, 2023, 2022, 2021 and 2020 is Mr. Will . Our other named executive officers for each of the fiscal years 2023, 2022, 2021 and 2020 are Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Douglas Barnard, who retired from the company in 2024. For fiscal year 2024, our other named executive officers are Mr. Cameron, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik.
(2)
The amounts shown as compensation actually paid have been calculated in accordance with SEC rules and do not reflect compensation actually realized or received by the company’s named executive officers. As described in footnote 3 of the summary compensation table, our assumptions with respect to the FASB ASC Topic 718 valuation of our equity awards granted in 2024 are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024. In accordance with SEC rules, the aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date, which, for the PRSUs reflected in the summary compensation table for each of the fiscal years 2020, 2021, 2022, 2023 and 2024, was target level performance. In accordance with SEC rules, the change in fair value of the PRSUs as of the end of each of the fiscal years 2020, 2021, 2022, 2023 and 2024 is based upon the probable outcome of the performance conditions as of the last day of the applicable fiscal year. The amounts included in the columns in footnotes 3 and 4 below identified as “Year-End Fair Value of Equity Awards Granted During Applicable Year,” “Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End,” and “Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year,” are based on the probable outcome, as of the last day of the applicable fiscal year, of the PRSU performance conditions, reflecting the actual outcome of the performance conditions of the applicable PRSU awards to date as of the last day of such fiscal year. For more information regarding how we determine the number of PRSUs earned, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Review and Approval of 2024 Long-Term Incentives — How We Determine the Number of PRSUs Earned.”
99
(3)
The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
| | | Year | | | | Summary Compen- sation Table Total ($) | | | | Minus: Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) | | | | Plus: Pension Service Costs Attributable to the Applicable Year ($) | | | | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | | | | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | | | | Plus: Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year- End ($) | | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | | | | Compen- sation Actually Paid ($) | | |
| | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | |
| | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | ( | | | | | | |
(4)
The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
| | | Year | | | | Summary Compen- sation Table Total ($) | | | | Minus: Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) | | | | Plus: Pension Service Costs Attributable to the Applicable Year ($) | | | | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | | | | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | | | | Plus: Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | | | | Compen- sation Actually Paid ($) | | |
| | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | |
| | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | ( | | | | | | |
(5)
Each of the peer group companies is a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are CVR Partners LP, Incitec Pivot Limited, LSB Industries, Inc., Nutrien Ltd., The Mosaic Company and Yara International ASA. For Yara International ASA and Incitec Pivot Limited, we used their respective home exchange stock prices, converted into U.S. dollars, to calculate their total shareholder return. For years 2020-2023, the company had also included OCI N.V. in its peer group companies. In 2024, OCI N.V. divested or announced plans to divest most of its nitrogen, methanol and clean ammonia manufacturing assets and is currently evaluating strategic alternatives for its European nitrogen assets. As a result of OCI N.V.’s exit from the agricultural chemical fertilizer industry, we have elected to exclude it from the peer group in 2024 and going forward. The Peer Group Total Shareholder Returns reported in the table for all years 2020-2024 are for the peer group companies excluding OCI N.V. (the “New
100
Peer Group”). If OCI N.V. had been included with the peer group companies listed above (together, the “Old Peer Group”), the Peer Group Total Shareholder Return would have been $103.42 , $160.92 , $171.23 , $143.73 and $117.78 , for years 2020 through 2024, respectively. See “— Relationship Between Pay and Performance — Comparison of Total Shareholder Return” below, for a comparison of the company’s cumulative total shareholder return to the cumulative total shareholder return for each of the New Peer Group and the Old Peer Group.
(6)
We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), an indirect subsidiary of CF Industries Holdings, Inc., which represents approximately 11 % of the membership interests of CFN. Net income represents our net earnings, which includes net earnings attributable to CHS’s noncontrolling interest in the company. Our net earnings attributable to common stockholders for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 was $1,218 million, $1,525 million, $3,346 million, $917 million and $317 million, respectively. For more information regarding our strategic venture with CHS, see Note 1 — Noncontrolling Interest in Notes to Consolidated Financial Statements in Item 8 of our 2024 Annual Report.
(7)
See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” on page 57 for the definition of Adjusted EBITDA and a description of how Adjusted EBITDA is calculated from net earnings attributable to common stockholders in our audited financial statements.
Relationship Between Pay and Performance
The graphs presented below describe the relationship between compensation actually paid (calculated in accordance with SEC rules), on the one hand, and our net income, Adjusted EBITDA, and cumulative total shareholder return, on the other hand, over the five-year period from 2020 to 2024.
Compensation Actually Paid vs. Net Income
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Compensation Actually Paid vs. Adjusted EBITDA
Compensation Actually Paid vs. Total Shareholder Return
The graph presented below presents a comparison of the cumulative total shareholder return on the company’s common stock with the cumulative total return of a peer group of publicly traded manufacturers of agricultural chemical fertilizers, which is the peer group we used for purposes of Item 201(e)(1)(ii) of Regulation S-K in our 2024 Annual Report, over the five-year period from 2020 to 2024. As described in footnote 5 to the Pay versus Performance table above, the company removed from its peer group companies OCI N.V., which is exiting the agricultural fertilizer chemical industry. The graph below presents the comparison of the cumulative total shareholder return on the company’s common stock to the cumulative total shareholder returns of each of the New Peer Group and the Old Peer Group.
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Comparison of Total Shareholder Return
Most Important Financial Performance Measures
Our compensation and management development committee selects performance metrics for our incentive compensation programs that align executive interests with those of our shareholders. See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program” on page 56 for the definition of these metrics and further explanation of how our compensation metrics in our annual incentive plan and long-term incentive plan tie to our business strategy. Below in an unranked order are the most important financial performance measures used for the fiscal year ended December 31, 2024.
| | | Metric | | | | Alignment | | |
| | | | | | | Adjusted EBITDA is a cornerstone of our annual incentive program. It is the primary metric by which we measure our profitability and by which investors measure our performance. | | |
| | | | | | | Our PRSU awards are subject to three-year vesting criteria based on RONA over three one-year periods. RONA is correlated with long-term total shareholder return and is viewed as an indicator of the results of management’s operating decisions. | | |
| | | | | | | Our PRSU awards have a modifier pursuant to which the number of shares earned based on RONA may be increased or decreased by up to 20% based on our three-year TSR as compared to threshold, target and maximum levels of performance. Use of TSR as a performance measure establishes a clear linkage between executive incentives and shareholder value creation. | | |
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PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2025
ACCOUNTING FIRM FOR 2025
The audit committee has selected KPMG LLP as the independent registered public accounting firm to perform the audit of our financial statements and our internal control over financial reporting for 2025. KPMG was our independent registered public accounting firm for the year ended December 31, 2024.
KPMG representatives are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.
We are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm for 2025. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate governance practice. Should the shareholders fail to provide such ratification, the audit committee will reconsider its approval of KPMG as our independent registered public accountants for 2025. Even if the selection is ratified, the audit committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of CF Industries and its shareholders.
Unless otherwise instructed, we will vote all proxies we receive FOR ratifying the selection of KPMG as the company’s independent registered public accounting firm for 2025.
Board Recommendation
The Board unanimously recommends that you vote FOR the proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025.
AUDIT AND NON-AUDIT FEES
On behalf of CF Industries and its affiliates, the audit committee retained KPMG to audit our consolidated financial statements for 2024. In addition, the audit committee retained KPMG, as well as other accounting firms, to provide other auditing and advisory services in 2024.
The aggregate fees for professional services provided by KPMG with respect to these various services for 2024 and 2023 were:
| | | |
2024
|
| |
2023
|
|
|
Audit Fees(1)
|
| |
$4,555,800
|
| |
$3,903,100
|
|
|
Audit-Related Fees
|
| |
—
|
| |
—
|
|
|
Tax Fees
|
| |
—
|
| |
—
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total
|
| |
$4,555,800
|
| |
$3,903,100
|
|
(1)
Audit fees consisted principally of audit and review work performed on the consolidated financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits and review of documents filed with the SEC.
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PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
Consistent with SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting the compensation of, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.
Prior to engagement of the independent registered public accounting firm for the next year’s audit, management will submit a list of services and related fees expected to be rendered during that year within each of four categories of services to the audit committee for approval.
•
Audit services include audit and review work performed on the financial statements and audit work related to internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including statutory audits and review of documents filed with the SEC.
•
Audit-related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and consultation regarding financial accounting and reporting standards.
•
Tax services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax compliance, tax planning, and other tax advice.
•
All other services are those services not captured in the audit, audit-related, or tax categories. The company generally does not request such services from the independent registered public accounting firm.
Prior to engagement, the audit committee pre-approves independent registered public accounting firm services within each category. The fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm.
The audit committee has delegated specific pre-approval authority to the chair of the audit committee provided that the estimated fee for any such engagement does not exceed $100,000. The chair of the audit committee must report, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting.
AUDITOR INDEPENDENCE
We understand the need for KPMG to maintain objectivity and independence in its audit of our financial statements and our internal control over financial reporting. To minimize relationships that could appear to impair the objectivity of KPMG, our audit committee has restricted the non-audit services that KPMG may provide to us primarily to audit-related services and tax services. The committee also has determined that we will only obtain these non-audit services from KPMG when the services offered by KPMG are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. It is the audit committee’s goal that the fees we pay KPMG for non-audit services should not exceed the audit fees paid to KPMG.
Our audit committee has adopted restrictions on our hiring of any KPMG partner, director, manager, staff, advising member of the department of professional practice, reviewing actuary, reviewing tax professional, and any other persons having responsibility for providing audit assurance on any aspect of their certification of our financial statements.
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AUDIT COMMITTEE REPORT
The audit committee is responsible for monitoring the integrity of our consolidated financial statements, our system of internal controls, and the independence and performance of our internal and independent auditors. The audit committee is also responsible for the selection, evaluation, and oversight of our independent auditors. The audit committee is composed of four non-employee directors and operates under a written charter adopted by the Board. Each member of the audit committee is independent under the corporate governance standards of the NYSE applicable to audit committee members.
Management is responsible for the financial reporting process, including establishing and maintaining adequate internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. KPMG, our independent auditor, is responsible for auditing the financial statements. The audit committee’s responsibility is to monitor and review these processes. The audit committee relies on the accuracy and completeness of the information provided to it and on the representations made by management and KPMG.
During 2024, the audit committee held nine meetings and met in executive session at five of the meetings. The audit committee reviewed and discussed with management and KPMG the audited consolidated financial statements of CF Industries for the year ended December 31, 2024 and KPMG’s evaluation of the company’s internal control over financial reporting. The audit committee also discussed with KPMG the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the audit committee received the written disclosures and the letter from KPMG required by the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committee concerning independence, and the audit committee discussed with KPMG that firm’s independence. The audit committee also considered whether the provision of non-audit services by KPMG was compatible with maintaining its independence.
Based on its review and the foregoing meetings, discussions, and reports, and subject to the limitations on its role and responsibilities referred to above and in the audit committee charter, the audit committee recommended to the Board that the audited consolidated financial statements of CF Industries for the year ended December 31, 2024, as audited by KPMG, be included in our Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC. The audit committee selected KPMG as our independent auditor for 2025 and recommended to the Board that the Board seek shareholder ratification of the selection of KPMG.
Theresa E. Wagler (Chair)
Robert C. Arzbaecher
Deborah L. DeHaas
John W. Eaves
Robert C. Arzbaecher
Deborah L. DeHaas
John W. Eaves
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PROPOSAL 4: SHAREHOLDER PROPOSAL
REGARDING SHAREHOLDER APPROVAL
REQUIREMENT FOR EXCESSIVE GOLDEN
PARACHUTES
REGARDING SHAREHOLDER APPROVAL
REQUIREMENT FOR EXCESSIVE GOLDEN
PARACHUTES
Information regarding a shareholder proposal submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, is set forth below. CF Industries disclaims any responsibility for the content of this proposal and statement of support, which is presented as received from the shareholder. The shareholder has advised us that he owns no fewer than 65 shares of our common stock for at least the past three years and intends to continue to hold such amount through the date of the Annual Meeting. The shareholder has also given us notice that this proposal will be presented at the Annual Meeting. This proposal will be voted on during the Annual Meeting only if properly presented by or on behalf of the shareholder.
Proposal 4 — Shareholder Approval Requirement for Excessive Golden Parachutes
Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to the Named Executive Officers. This provision shall at least be included in the Governess Guidelines of the Company or similar document.
“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval after material terms are agreed upon.
This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.
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This proposal topic also received between 51% and 65% support at:
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
AbbVie (ABBV)
Fiserv (FISV)
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
AbbVie (ABBV)
Fiserv (FISV)
Please vote yes:
Shareholder Approval Requirement for Excessive Golden Parachutes — Proposal 4
Shareholder Approval Requirement for Excessive Golden Parachutes — Proposal 4
THE BOARD’S STATEMENT IN OPPOSITION
The Board unanimously recommends a vote AGAINST this proposal.
The Board has given careful consideration to the shareholder proposal (the “proposal”) and believes that the concerns raised there are more appropriately addressed by our existing executive compensation policies and practices. Adoption of the proposal’s policy would be unduly restrictive and not in the best interests of the company or its shareholders.
This proposal would unduly restrict the compensation and management development committee and the Board’s ability to exercise their judgment to tailor the Company’s executive compensation programs to meet the Company’s particular needs at any given time.
The Board and its compensation and management development committee, composed entirely of independent directors elected annually to the Board by our shareholders, are best positioned to design and implement executive compensation practices and principles that make sense for our business and that are aligned with the interests of our shareholders. The compensation and management development committee has put considerable thought and care into evaluating and shaping our executive compensation program. In addition, we conduct extensive ongoing outreach and engagement with our shareholders, and their feedback informs our compensation practices and philosophy. The compensation and management development committee and Board believe it is imperative to maintain the flexibility and discretion to structure and provide an overall compensation program that can attract the right leaders in a dynamic, innovative and extremely competitive environment.
Moreover, the policy sought by this proposal is overly broad in particular because it would require shareholder approval of equity incentive awards if vesting were accelerated, or a performance condition were waived upon a valid termination. The policy advocated for would necessitate shareholder approval of every such arrangement since the entire idea of long-term equity compensation is to increase the company’s stock price and therefore the value of equity incentive awards, and the purpose of termination provisions is to mitigate concerns that employees may have about losing their employment following a change of control transaction. In this regard, the Company’s severance agreements have the best practice “double trigger” structure, providing that a payment is only triggered upon both a change of control and subsequent termination of employment.
Shareholders have existing mechanisms to raise concerns regarding our executive compensation programs.
Over the past five years, shareholders have approved the compensation of the company’s named executive officers with average support of over 90%, indicating broad shareholder support for our executive compensation program. Our 2022 Equity and Incentive Plan was approved by our shareholders with a 95% vote in favor of adoption at our 2022 annual meeting of shareholders. Outside of the annual advisory and equity incentive plan approval votes, shareholders also have extensive opportunities to express their views on the executive compensation program through the company’s robust, year-round shareholder outreach program. We have a demonstrated history of making changes in response to shareholder feedback.
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In 2024, we contacted shareholders representing approximately 70% of our outstanding shares and engaged with shareholders representing approximately 50% of our outstanding shares. Most shareholders continued to provide positive feedback on our executive compensation practices, which are designed to ensure that executive officers’ personal interests will remain aligned with the best interests of the company and our shareholders.
Adoption of this proposal could prevent us from effectively recruiting, motivating and retaining the highest quality candidates in a competitive talent market, which would be adverse to the best interests of our shareholders.
The company relies on equity awards and carefully designed severance programs to motivate and retain our employees, and we believe that these awards and programs are necessary for us to remain competitive in attracting and retaining highly qualified individuals upon whom, in large measure, the future growth and success of the company depends. Because the proposal is inconsistent with market practice, its restrictions upon a termination event could undermine our ability to recruit and retain this top talent. Similarly, requiring shareholder approval, which is often expensive and impractical, in order for certain employees and executive officers to realize the full value of their equity awards upon a qualifying termination related to a change in control or in the event of an executive officer’s death or disability could disadvantage our ability to recruit or retain qualified employees and undermine the purpose of our compensation program. The uncertainty from seeking shareholder approval in these circumstances demonstrates the impracticality and negative impacts of the rigid policy requested by proposal.
Conclusion
The Board believes the concerns raised by the proponent are already and more appropriately addressed by our existing executive compensation policies and practices, which are more carefully tailored to the company’s needs and the interests of shareholders than the overly broad policy sought by this proposal. Further, adopting the policy requested by the proponent would be unduly restrictive on the company’s ability to recruit and retain its most critical employees, would undermine the purpose of an important part of the company’s compensation program, and is not in the best interests of the company or its shareholders.
For these reasons, the Board unanimously recommends that you vote AGAINST the proposal.
THE PROPOSAL IS ADVISORY IN NATURE, AND APPROVAL OF THE PROPOSAL WOULD NOT IN ITSELF ESTABLISH A BOARD POLICY OR AMEND OUR GOVERNING DOCUMENTS. APPROVAL OF THE PROPOSAL WOULD SERVE ONLY AS A RECOMMENDATION TO THE BOARD. IF THE PROPOSAL IS NOT PROPERLY PRESENTED BY OR ON BEHALF OF THE PROPONENT AT THE ANNUAL MEETING, IT WILL NOT BE VOTED UPON.
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ANNUAL MEETING INFORMATION
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Why did I receive these proxy materials?
We are providing these proxy materials in connection with the solicitation by the board of directors of CF Industries Holdings, Inc. of proxies to be voted at our 2025 Annual Meeting of Shareholders and at any adjournment or postponement of such meeting.
You are invited to attend the Annual Meeting on Tuesday, May 6, 2025, commencing at 10:00 a.m., Central time, via the Internet at www.virtualshareholdermeeting.com/CF2025. The Annual Meeting will be held in a virtual meeting format only, via the Internet. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person.
Shareholders will be able to attend the Annual Meeting, and vote and submit questions at the Annual Meeting, via the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, the company has elected to provide access to its proxy materials via the Internet. Accordingly, the company is sending a Notice of Internet Availability of Proxy Materials to the company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the notice. In addition, shareholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. The company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the expenses incurred by the company with respect to its annual meetings.
How can I get electronic access to the proxy materials?
The Notice of Internet Availability of Proxy Materials will provide you with instructions regarding how to:
•
view on the Internet the company’s proxy materials for the Annual Meeting; and
•
instruct the company to send future proxy materials to you by email.
Choosing to receive future proxy materials by email will save the company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
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How can I attend the Annual Meeting?
To be admitted to the Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/CF2025 using the 16-digit control number on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials for the Annual Meeting. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to submit questions or vote at the meeting. We recommend you carefully review the procedures needed to gain admission in advance.
Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time.
Shareholders encountering difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the meeting may utilize technical support provided by the company through Broadridge Financial Solutions, Inc. Technical support information is provided on the login page for all shareholders beginning 15 minutes prior to the start of the Annual Meeting. If you have difficulties accessing the virtual Annual Meeting during sign-in or during the meeting, please call the technical support number listed on the Annual Meeting login page.
Shareholders eligible to participate in the Annual Meeting may submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/CF2025.
What will be voted on at the Annual Meeting?
At the Annual Meeting, shareholders will be asked to:
•
elect the thirteen director nominees named in this Proxy Statement;
•
consider and approve an advisory resolution regarding the compensation of our named executive officers (“Say on Pay”);
•
ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025;
•
act upon one shareholder proposal regarding shareholder approval requirement for excessive golden parachutes, if properly presented at the Annual Meeting; and
•
consider any other business properly brought before the Annual Meeting.
How many votes do I have?
You will have one vote for every share of CF Industries common stock you owned on March 13, 2025 (the record date). If you were a shareholder of record as of the record date, you will retain your right to vote, even if you sell your shares after the record date.
How many votes can be cast by all shareholders?
As of the record date (March 13, 2025), 166,467,202 shares of our common stock were outstanding. The total number of votes that can be cast by all shareholders is 166,467,202, consisting of one vote for each share of common stock that was outstanding on the record date. There is no cumulative voting.
How many votes must be present to hold the Annual Meeting?
A majority of the votes that can be cast must be present for us to hold the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as possible that enough votes will be present.
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How do I vote?
If you are a shareholder of record that holds shares as of the record date, you have three options for delivering your proxy to vote your shares:
•
if you request printed copies of the proxy materials, fill out the proxy card, date and sign it, and return it in the postage-paid envelope included with the printed materials;
•
use the Internet site listed on the Notice of Internet Availability of Proxy Materials or proxy card; or
•
call the toll-free telephone number listed on the proxy card.
The Internet and telephone voting procedures set forth on the Notice of Internet Availability of Proxy Materials or proxy card are designed to authenticate shareholders’ identities, to allow shareholders to provide their voting instructions, and to confirm that their instructions have been properly recorded. If you vote through the Internet or by telephone, you should not return your proxy card.
To ensure that your vote is counted, please remember to submit your vote so that we receive it at least one business day prior to the Tuesday, May 6, 2025 date of the Annual Meeting.
If you hold your shares of CF Industries common stock in an account at a bank, brokerage firm, dealer, trust company, or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and only they can exercise your right to vote with respect to your shares. You should have received a Notice of Internet Availability of Proxy Materials or voting instruction form and voting instructions with these proxy materials from that organization rather than from us. Please follow the instructions provided to you by your bank, brokerage firm, dealer, trust company, or other nominee to authorize a proxy to vote your shares. To vote during the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or voting instruction form.
You may vote your shares at the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/CF2025 during the meeting.
Can I change my vote?
Yes. You may revoke your proxy at any time before it is voted at the Annual Meeting by either:
•
sending a new proxy card with a later date;
•
sending a written notice of revocation to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement; or
•
voting through the Internet or by telephone at a later date, including by voting online during the Annual Meeting (up until the closing of the polls).
What if I don’t specify how my shares are to be voted?
Whether you vote by mail, telephone, or the Internet, your shares will be voted in accordance with your instructions. If you return a signed proxy card without indicating your vote or when voting on the Internet or by telephone you indicate that you wish to vote as recommended by the Board, your shares will be voted:
•
FOR the election of the thirteen director nominees named in this Proxy Statement,
•
FOR the advisory resolution to approve the compensation of our named executive officers (Say on Pay),
•
FOR ratification of the selection of KPMG as our independent registered public accounting firm for 2025, and
•
AGAINST the shareholder proposal regarding shareholder approval requirement for excessive golden parachutes.
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What vote is required to elect directors and to approve the other proposals?
With respect to Proposal 1, director nominees receiving a majority of votes cast (number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee) will be elected as a director.
For each of Proposals 2, 3 and 4 and any other matter (other than Proposal 1) properly brought before the Annual Meeting, the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve such proposal.
Can my shares be voted if I don’t vote by proxy and don’t attend the Annual Meeting?
If you are a shareholder of record, you can vote by proxy using the Internet, as described on your Notice of Internet Availability of Proxy Materials or your proxy card, calling the toll-free telephone number listed on your proxy card or completing, signing, dating and returning your proxy card.
If you don’t vote your shares held in street name, your broker can vote your shares on the ratification of the selection of KPMG as our independent registered public accounting firm. Your broker is not permitted to vote your shares on the election of the director nominees or any other matter on the agenda, other than the ratification of the selection of KPMG as our independent registered public accounting firm, without receiving instructions from you. This is referred to as a “broker non-vote.”
If you hold your shares in your own name with our transfer agent and you do not vote, your shares will not be voted at all.
How are my votes counted?
With respect to Proposal 1, you may vote for or against or you may abstain with respect to the election of each nominee for the Board. If you abstain with respect to any nominee, your shares will be counted for purposes of establishing a quorum, but will not be counted as votes cast with respect to the election of such nominee and, accordingly, will have no effect on the election of that nominee.
For each of Proposals 2, 3 and 4, you may vote for or against or you may abstain with respect to the approval of the applicable proposal. If you abstain with respect to any of these proposals, your shares will be counted as present for purposes of establishing a quorum, and the abstention will have the same effect as a vote against that proposal.
Broker non-votes on any matter will be counted for purposes of establishing a quorum. Broker non-votes will have no effect on the outcome of the voting on Proposals 1, 2, 3 or 4.
Could other matters be decided at the Annual Meeting?
We don’t know of any other matters that will be considered at the Annual Meeting. If any other matters arise at the Annual Meeting, the proxies will be voted at the discretion of the persons named in the proxy.
What happens if the Annual Meeting is postponed, adjourned, or delayed?
Your proxy will still be good and may be voted at the postponed, adjourned or delayed meeting. You will still be able to change or revoke your proxy until it is voted.
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IMPORTANT ADDITIONAL INFORMATION
Cost of Annual Meeting and Proxy Solicitation
We pay the cost of the Annual Meeting and the cost of soliciting proxies. In addition to soliciting proxies by mail, we may solicit proxies by personal interview, telephone, and similar means. None of our directors, officers, and employees will be specially compensated for these activities. We also intend to request that brokers, banks, and other nominees solicit proxies from their principals, and we will reimburse the brokers, banks, and other nominees for certain expenses they incur for such activities.
We have also retained Innisfree M&A Incorporated (“Innisfree”) for consulting and solicitation services in connection with the Annual Meeting, for which Innisfree is anticipated to receive a fee of approximately $25,000. We have also agreed to reimburse Innisfree for out-of-pocket expenses and to indemnify Innisfree against certain liabilities and expenses, including legal fees and related charges.
Available Information
CF Industries makes available free of charge on or through the Investor Relations section of our corporate website, www.cfindustries.com, its Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and forms of proxy and all amendments to those reports as soon as reasonably practicable after such material is filed electronically with, or furnished to, the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
CF Industries will provide without charge to any shareholder, upon written request to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement, a copy of its Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and forms of proxy and all amendments to those reports.
Shareholders Sharing the Same Address
SEC rules permit the delivery of only one copy of a company’s Notice of Internet Availability of Proxy Materials, annual report to shareholders and proxy statement, as applicable, to multiple shareholders who share the same address (or, in the case of the Notice of Internet Availability of Proxy Materials, the delivery in a single envelope of separate notices for each such shareholder sharing the same address), unless contrary instructions have been received from one or more of those shareholders. This delivery method, called “householding,” can reduce the costs associated with printing and mailing of proxy materials. We will not be using householding in delivering proxy materials for the Annual Meeting to our shareholders of record, but a number of intermediaries, such as brokers, with account holders that own shares of our common stock held in street name will be householding our proxy materials for the Annual Meeting to their account holders that have given their express or implied consent to that method of delivery.
We will deliver promptly upon written or oral request a separate copy of the Notice of Internet Availability of Proxy Materials for the Annual Meeting, our 2024 Annual Report or this Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of such document or documents was delivered. To receive a separate copy, please call Broadridge Financial Solutions, Inc. at (866) 540-7095 or write to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
Generally, if your shares of our common stock are held in street name, once you have received notice from your broker or other intermediary that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to
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receive a separate copy of our Notices of Internet Availability of Proxy Materials, annual reports to shareholders or proxy statements, as applicable, in the future, please notify your broker or other intermediary.
Shareholders that own shares of our common stock held in street name and that share an address and are receiving multiple copies of our annual reports to shareholders, proxy statements or Notices of Internet Availability of Proxy Materials, but would like to receive a single copy, may request delivery of a single copy of those documents by contacting their broker or other intermediary.
DEADLINES FOR SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS, SHAREHOLDER NOMINATED DIRECTOR CANDIDATES AND OTHER BUSINESS OF SHAREHOLDERS
Proposals to be Considered for Inclusion in CF Industries’ Proxy Materials
Under SEC rules, a shareholder who intends to present a proposal at the 2026 annual meeting of shareholders and who wishes the proposal to be included in our proxy statement for that meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. The proposal must be received no later than November 25, 2025 (120 days before March 25, 2026, the one-year anniversary of the anticipated mailing date of this Proxy Statement).
Director Nominations for Inclusion in CF Industries’ Proxy Materials (Proxy Access)
Under the proxy access provisions of our bylaws, certain shareholders and/or shareholder groups will be permitted to include shareholder nominated director candidates in our proxy materials for the 2026 annual meeting of shareholders. Requests pursuant to such proxy access provisions to include shareholder nominated director candidates in our proxy materials for an annual meeting of shareholders in 2026 must be delivered to, or mailed to and received by, our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement no earlier than October 26, 2025 (150 days before March 25, 2026, the one-year anniversary of the anticipated mailing date of this Proxy Statement) and no later than November 25, 2025 (120 days before March 25, 2026, the one-year anniversary of the anticipated mailing date of this Proxy Statement). See the discussion in Proposal 1 under the heading “Proxy Access” and refer to our bylaws for details about the process to include shareholder nominated director candidates in our proxy materials.
Other Shareholder Proposals and Director Nominations (Advance Notice Provisions)
Under our bylaws, written notice of (i) proposals intended to be presented by a shareholder at the 2026 annual meeting of shareholders, but that are not intended for inclusion in our proxy statement for that meeting pursuant to Rule 14a-8, and (ii) nominees for the election of directors intended to be made by a shareholder at the 2026 annual meeting of shareholders, must be delivered to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement no earlier than January 6, 2026 (120 days before May 6, 2026, the one-year anniversary of this year’s Annual Meeting) and no later than February 5, 2026 (90 days before May 6, 2026, the one-year anniversary of this year’s Annual Meeting). Such advance notice deadline will also be the deadline for a proposal to be considered “timely” for purposes of Rule 14a-4(c) under the Exchange Act. To be in proper written form, such a notice must set forth the information prescribed in our bylaws. You can obtain a copy of our bylaws by writing our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
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OTHER MATTERS
The Board of Directors knows of no other business to be presented at the Annual Meeting. If, however, any other business should properly come before the meeting, or any adjournment or postponement thereof, the proxies will be voted at the discretion of the persons named in the proxy.
By order of the board of directors,
Michael P. McGrane
Vice President, General Counsel, and Secretary
March 25, 2025
Vice President, General Counsel, and Secretary
March 25, 2025
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Appendix A
NON-GAAP DISCLOSURE ITEMS
The company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that EBITDA, adjusted EBITDA and free cash flow, which are non-GAAP financial measures, provide additional meaningful information regarding the company’s performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company’s reported results prepared in accordance with GAAP. In addition, because not all companies use identical calculations, EBITDA, adjusted EBITDA and free cash flow included in this Proxy Statement may not be comparable to similarly titled measures of other companies. Reconciliations of EBITDA, adjusted EBITDA and free cash flow to the most directly comparable GAAP measures are provided below.
EBITDA is defined as net earnings attributable to common stockholders plus interest expense (income) — net, income taxes, and depreciation and amortization. Other adjustments include the elimination of loan fee amortization that is included in both interest and amortization and the portion of depreciation that is included in noncontrolling interests.
The company has presented EBITDA because management uses the measure to track performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry.
Adjusted EBITDA is defined as EBITDA adjusted for selected items as shown in the table below. The company has presented adjusted EBITDA because management uses this measure, and believes it is useful to investors, as a supplemental financial measure in the comparison of year-over-year performance.
Free cash flow is defined as net cash provided by operating activities, as stated in the consolidated statements of cash flows, reduced by capital expenditures and distributions to noncontrolling interests. The company has presented free cash flow because management uses this measure and believes it is useful to investors as an indication of the strength of the company and its ability to generate cash and to evaluate the company’s cash generation ability relative to its industry competitors. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.
A-1
Reconciliation of net earnings attributable to common stockholders (a GAAP measure) to EBITDA and adjusted EBITDA (non-GAAP measures):
| | | |
Year ended
December 31, 2024 |
| |||
| | | |
(in millions)
|
| |||
|
Net earnings
|
| | | $ | 1,477 | | |
|
Less: Net earnings attributable to noncontrolling interest
|
| | | | (259) | | |
|
Net earnings attributable to common stockholders
|
| | | | 1,218 | | |
|
Interest expense (income) — net
|
| | | | (2) | | |
|
Income tax provision
|
| | | | 285 | | |
|
Depreciation and amortization
|
| | | | 925 | | |
|
Less other adjustments:
|
| | | | | | |
|
Depreciation and amortization in noncontrolling interest
|
| | | | (91) | | |
|
Loan fee amortization(1)
|
| | | | (4) | | |
|
EBITDA
|
| | | | 2,331 | | |
|
Unrealized net mark-to-market gain on natural gas derivatives
|
| | | | (35) | | |
|
Impact of employee benefit plan policy change
|
| | | | (16) | | |
|
Acquisition and integration costs
|
| | | | 4 | | |
|
Total adjustments
|
| | | | (47) | | |
|
Adjusted EBITDA
|
| | | $ | 2,284 | | |
(1)
Loan fee amortization is included in both interest expense — net and depreciation and amortization.
Reconciliation of net cash provided by operating activities (a GAAP measure) to free cash flow (a non-GAAP measure):
| | | |
Year ended
December 31, 2024 |
| |||
| | | |
(in millions)
|
| |||
|
Net cash provided by operating activities
|
| | | $ | 2,271 | | |
|
Capital expenditures
|
| | | | (518) | | |
|
Distributions to noncontrolling interest
|
| | | | (308) | | |
|
Free cash flow
|
| | | $ | 1,445 | | |
A-2
CF INDUSTRIES HOLDINGS, INC. 2375 WATERVIEW DR.NORTHBROOK, IL 60062 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 5, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/CF2025You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 5, 2025. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V65118-P24843 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 1a.Javed Ahmed!!!ForAgainstAbstain1b.Robert C. Arzbaecher!!!1l.Celso L. White!!!1c.Christopher D. Bohn!!!1m. W. Anthony Will!!!1d.Deborah L. DeHaas!!!The Board of Directors recommends you vote FORForAgainstAbstain1e.John W. Eaves!!!2.Advisory vote to approve the compensation of CF Industries Holdings, Inc.'s named executive officers.!!!1f.Susan A. Ellerbusch!!!The Board of Directors recommends you vote FORForAgainstAbstain1g.Stephen J. Hagge!!!3. Ratification of the selection of KPMG LLP as CF Industries Holdings, Inc.'s independent registered public accounting firm for 2025.!!!1h.Jesus Madrazo Yris!!!The Board of Directors recommends you vote AGAINSTForAgainstAbstain1i.Anne P. Noonan!!!4.Shareholder proposal regarding shareholder approval requirement for excessive golden parachutes, if properly!!!1j.Michael J. Toelle!!!presented at the meeting.1k.Theresa E. Wagler!!!NOTE: Such other business as may properly come before the
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice of Annual Meeting of Shareholders and Proxy Statement for the 2025 Annual Meeting of Shareholders and the 2024 Annual Report are available at www.proxyvote.com.V65119-P24843CF INDUSTRIES HOLDINGS, INC.Annual Meeting of Shareholders May 6, 2025, 10:00 a.m. Central TimeThis proxy is solicited by the Board of DirectorsThe undersigned hereby constitutes and appoints Michael P. McGrane and Kimberly A. Petersen, and each of them, as proxies, each with the power of substitution, and hereby authorizes each of them to represent and vote, as designated on the reverse side of this proxy card and in their discretion upon such other business as may properly come before the meeting, all the shares of common stock of CF Industries Holdings, Inc., registered in the name of the undersigned, as of March 13, 2025, at the Annual Meeting of Shareholders of CF Industries Holdings, Inc., to be held May 6, 2025 at 10:00 a.m., Central Time, via the Internet at www.virtualshareholdermeeting.com/CF2025, and any and all adjournments or postponements of that meeting. Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement is hereby acknowledged.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR all nominees listed in proposal 1, FOR proposals 2 and 3 and AGAINST proposal 4.Continued and to be signed on reverse side