DEF 14A of CF Industries Holdings, Inc.
Filed Mar 25, 2025 · FY20240001104659-25-027767
OUR DIRECTOR NOMINEES
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.
OUR DIRECTOR NOMINEES
| Nominee Primary Occupation | Age | Director Since | Independent | Other Public Boards | Committee Memberships(1) | | | | | | | | | | AC | CC | GC | EC | | Javed Ahmed Former CEO of Tate & Lyle PLC | 65 | 2018 | Yes | 0 | | ● | ● | | | Robert C. Arzbaecher Former Chairman and CEO of Actuant Corporation | 65 | 2005 | Yes | 0 | ● | | | C | | Christopher D. Bohn Executive Vice President and COO of CF Industries | 57 | 2024 | COO | 0 | | | | | | Deborah L. DeHaas Former Vice Chairman and Managing Partner Center for Board Effectiveness, Deloitte | 65 | 2021 | Yes | 1 | ● | | | ● | | John W. Eaves Former Executive Chairman and CEO of Arch Resources, Inc. | 67 | 2017 | Yes | 0 | ● | C | | ● | | Susan A. Ellerbusch Former CEO, Air Liquide North America, LLC | 57 | 2023 | Yes | 0 | | | | ● | | Stephen J. Hagge Former President and CEO of AptarGroup, Inc. | 73 | 2010 | Yes | 1 | | ● | ● | | | Jesus Madrazo CEO and President of Reiter Affiliated Companies | 55 | 2021 | Yes | 0 | | | ● | ● | | Anne P. Noonan Former President and CEO of Summit Materials, Inc. | 61 | 2015 | Yes | 0 | | ● | C | | | Michael J. Toelle Owner, T & T Farms | 62 | 2017 | Yes | 0 | | ● | | ● | | Theresa E. Wagler CFO and EVP of Steel Dynamics, Inc. | 54 | 2014 | Yes | 0 | C | | | ● | | Celso L. White Former Global Chief Supply Chain Officer of Molson Coors Brewing Company | 63 | 2018 | Yes | 1 | | | ● | ● | | W. Anthony Will President and CEO of CF Industries | 59 | 2014 | CEO | 1 | | | | |
OUR DIRECTOR NOMINEES
| (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 |
OUR DIRECTOR NOMINEES
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.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR NOMINEES
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
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.
Snapshot of Director Nominees
Snapshot of Director Nominees
Snapshot of Director Nominees
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Board Recommendation
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.
DIRECTOR NOMINEE BIOGRAPHIES
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.
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 65 | Director Since 2018 | | | CF Industries Committees • Compensation and management development • Corporate governance and nominating | | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 65 | Director Since 2005 | | | CF Industries Committees • Audit • Environmental sustainability and community (Chair) | | | | Qualifications • Accounting and Finance • Human Capital Management • Operations • Public Company Governance • Risk Management • Senior Executive Leadership (CEO) • Strategy & Strategic Initiatives | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 57 | Director Since 2024 | | | CF Industries Committees • None | | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | Age 65 | Director Since 2021 | | | CF Industries Committees • Audit • Environmental Sustainability and Community | | | | Qualifications • Accounting and Finance • Environmental Sustainability • Human Capital Management • Public Company Governance • Risk Management • Senior Executive Leadership • Strategy & Strategic Initiatives | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | Age 67 | Director Since 2017 | | | CF Industries Committees • Audit • Compensation and management development (Chair) • Environmental sustainability and community | | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | Age 57 | Director Since 2023 | | | CF Industries Committee • Environmental Sustainability and Community | | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | Age 73 | Director Since 2010 | | | Chairman of the Board and Lead Independent Director | | | | CF Industries Committees • Compensation and management development • Corporate governance and nominating | | | | Qualifications • Accounting and Finance • EHS Aspects of Operations • Human Capital Management • Operations • Public Company Governance • Risk Management • Senior Executive Leadership (CEO) • Strategy & Strategic Initiatives | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 55 | Director Since 2021 | | | CF Industries Committees • Corporate governance and nominating • Environmental sustainability and community | | | | Qualifications • Environmental Sustainability • Human Capital Management • Industry Focus (Agriculture) • Operations • Risk Management • Senior Executive Leadership (CEO) • Strategy & Strategic Initiatives | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | Age 61 | Director Since 2015 | | | CF Industries Committees • Compensation and management development • Corporate governance and nominating (Chair) | | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 62 | Director Since 2017 | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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 | | Age 54 | Director Since 2014 | | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | 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 | | |
DIRECTOR NOMINEE BIOGRAPHIES
| | | 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) | | 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 | | |
DIRECTOR COMPENSATION
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.
2024 Director Compensation
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.
2024 Director Compensation
| 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 |
2024 Director Compensation
(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. Amounts in this column represent dividends on restricted stock.
NAMED EXECUTIVE OFFICERS
| OVERVIEW OF OUR BUSINESS AND STRATEGY | 48 | | Business Overview and Corporate Strategy | 48 | | 2024 Performance Highlights | 50 | | COMPENSATION PROGRAM OVERVIEW | 53 | | Compensation Program Highlights | 53 | | 2024 Target Total Compensation | 54 | | Shareholder Engagement | 55 | | COMPENSATION DISCUSSION AND ANALYSIS: IN DETAIL | 55 | | Compensation Philosophy | 55 | | Key Elements of NEO Compensation Program | 56 | | The Compensation Process | 58 | | Review and Approval of 2024 Cash Compensation | 60 | | Review and Approval of 2024 Long-Term Incentives | 67 | | 2025 Compensation Actions | 74 | | Change in Control, Severance, and Retirement Benefits | 75 | | Use of Industry Reference Group | 78 | | Other Compensation Governance Practices and Considerations | 78 |
Annual Incentive Plan Performance Metrics
Annual Incentive Plan Performance Metrics
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% | | Target: $2.75 Billion | Target: 2 milestones | Target: 2 milestones | Threshold: ≥ 95% | Target: 95% |
Annual Incentive Plan Performance Metrics
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 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.
Annual Incentive Plan Performance Metrics
| Safety | 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 | | Operational Excellence | Long-term asset utilization over the last five years is approximately 8% higher than the average utilization rate of our North American competitors | | Efficiency | SG&A costs as a percentage of sales remained among the lowest in both the chemicals and fertilizer industries in 2024 | | Return to Shareholders | Returned $1.87 billion to shareholders in 2024 through $1.51 billion in share repurchases and $364 million in dividend payments | | Clean Energy Commitment | 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 |
Annual Incentive Plan Performance Metrics
(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. The completion of scheduled safety critical equipment inspections on schedule and timely management of changes (MOCs).
Shareholder Returns
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.
Compensation Program Highlights
| | Summary | | More Details | | 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 | | Key Elements of Compensation Program | Salary | Paid in line with individual performance and contribution to company goals and aligned to competitive market data | P. 56; 60 | | | Annual Cash Incentives | The amount of the actual incentive earned is determined based on our level of achievement of four performance metrics: • 60%: level of achievement of Adjusted EBITDA* (Financial Metric) • 20%: level of achievement of the completion of specified clean energy strategy goals (Clean Energy Metric) • 10%: level of achievement of the completion of specified sustainability goals related to process technology and reporting capabilities (Sustainability Initiative Metric) • 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) | P. 56; 60-67 | | | Long-Term Equity Incentives | A specified dollar-denominated value is split between two equity award types: • 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%) • 40%: restricted stock units (“RSUs”) (3-year ratable vesting) | P. 56; 67-73 | | Rigorous Benchmarking and Incentive Target Setting | Benchmarking | 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 | | | Incentive Metrics and Performance Levels | • We utilize 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. • 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. • The performance metrics and target performance levels reflect the inherent cyclicality of our business. | P. 56-59; 60-67; 67-73 |
Compensation Program Highlights
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.
2024 Target Total Direct Compensation Mix
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
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.
2024 CEO Target Total Compensation
| Pay Element | 2024 | 2023 | % Change | | Salary | $1,400,000 | $1,350,000 | 4% | | Target Annual Incentive Level | 150% | 150% | 0% | | Target Annual Incentive ($) | $2,100,000 | $2,025,000 | 4% | | Target Long-Term Incentive | $7,500,000 | $7,000,000 | 7% | | CEO Total Target Compensation | $11,000,000 | $10,375,000 | 6% |
Compensation Metrics Tie to Business Strategy
| Annual Incentives | | | Metric | Alignment | | 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 |
Compensation Metrics Tie to Business Strategy
| Long-Term Incentives | | | Metric | Alignment | | Return on Net Assets (RONA) | 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 |
Compensation Benchmarking
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.
Review of the Short-term Incentive 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. 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: • 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: • 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”); 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
Review of the Short-term Incentive Program
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:
Review of the Short-term Incentive Program
| 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% |
Review of the Short-term Incentive Program
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. 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:
Review of the Short-term Incentive Program
| 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% |
Review of the Short-term Incentive Program
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:
Review of the Short-term Incentive Program
| 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% |
Review of the Short-term Incentive Program
If the Sustainability Metric milestone completion is less than the 1 milestone threshold performance level, there is no payout under the Sustainability Metric. 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:
Review of the Short-term Incentive Program
| 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% |
Review of the Short-term Incentive Program
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 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 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
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. 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):
Approval of Base Salaries and Target Annual Incentive Awards for 2024
| | 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% | — | — |
Approval of Base Salaries and Target Annual Incentive Awards for 2024
(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
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
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. 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
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. 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
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. 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.
Approval of Target Awards for 2024
| | 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 |
Approval of Target Awards for 2024
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. 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
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
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 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
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.
2025 Compensation Actions
| 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 |
2025 Compensation Actions
(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
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.
Performance Metrics for PRSUs Granted in 2025
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
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
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 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
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
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.
Role of the Compensation Consultant
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. 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.
Summary Compensation Table
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
2024 Summary Compensation Table
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 |
2024 Summary Compensation Table
(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. 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 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 $74.02 per share, the closing price on the NYSE on the grant date):
2024 Summary Compensation Table
| | Will | Cameron* | Bohn** | Frost*** | Menzel | Malik | | RSUs ($) | 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 |
2024 Summary Compensation Table
* 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). 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 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. 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.” 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.” 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:
2024 Summary Compensation 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 |
2024 Summary Compensation Table
* 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 $10,000 or more. Neither Mr. Will nor Mr. Bohn received any additional compensation for service as a director. 2024 is the first year Mr. Cameron and Mr. Malik are named executive officers of the company.
Grants of Plan-based Awards
Grants of Plan-based Awards The following table shows all plan-based awards that we granted for the year ended December 31, 2024 to each of the named executive officers. Additional information regarding these awards is set forth above under the heading “Summary Compensation Table.”
2024 Grants of Plan-based Awards Table
2024 Grants of Plan-based Awards Table
2024 Grants of Plan-based Awards Table
| | | | Estimated Future Payouts Under Non-equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | Grant Date Fair Value of Stock Awards(5) ($) | | 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 |
2024 Grants of Plan-based Awards Table
(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 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. 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.” 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. 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.” 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 $75.83. The aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date. Our assumptions with respect to the FASB ASC Topic 718 valuation of these equity awards are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information concerning the outstanding equity awards held as of December 31, 2024 by each of the named executive officers. Additional information with respect to the equity awards granted during 2024 is set forth above under the heading “Grants of Plan-based Awards.”
2024 Outstanding Equity Awards at Fiscal Year End Table
2024 Outstanding Equity Awards at Fiscal Year End Table
2024 Outstanding Equity Awards at Fiscal Year End Table
| | | Stock Awards(2)(3) | | | | | Name | Grant Date/ Performance Period(1) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 |
2024 Outstanding Equity Awards at Fiscal Year End Table
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 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. 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. The value shown is based on the closing price for our stock ($85.32 per share) on the NYSE on December 31, 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information concerning stock option exercises by each of the named executive officers and the vesting of RSUs and PRSUs held by each of the named executive officers during the year ended December 31, 2024.
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(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 |
2024 Option Exercises and Stock Vested Table
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.
Pension Benefits
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
2024 Pension Benefits Table
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 |
2024 Pension Benefits Table
(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. 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 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.” 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
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
2024 Nonqualified Deferred Compensation Table
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 |
2024 Nonqualified Deferred Compensation Table
(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. 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. 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. 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):
2024 Nonqualified Deferred Compensation Table
| 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
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. 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. Assuming a change in control had occurred on December 31, 2024, with a transaction price equal to the closing price for our stock ($85.32 per share) on the NYSE as of December 31, 2024, each of the named executive officers would have been entitled to receive the following estimated severance benefits upon a qualifying termination of his or her employment on such date:
Potential Payments Upon Termination or Change in Control
| Name | Severance Amount(1) ($) | 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 |
Potential Payments Upon Termination or Change in Control
(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. 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. 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
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 $136,521. As a result, we estimate that Mr. Will’s 2024 annual total compensation was approximately 90 times that of our median employee. Due to the variability of Mr. Will’s performance-based compensation, the CEO pay ratio can differ significantly from year to year. The SEC rule permits a company to identify its median employee only once every three years, unless there has been a change in its employee population or employee compensation arrangements that the company reasonably believes would result in a significant change in the pay ratio disclosure. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Therefore, we elected to use the same median employee we identified in 2023 for purposes of calculating the CEO pay ratio for 2024. We identified our median employee in 2023 by examining the 2023 total cash compensation (base salary and cash bonus) for all individuals, excluding our chief executive officer, who were employed by us on November 1, 2023. We included all employees, whether employed on a full-time, temporary or part-time basis. We did not make any assumptions, adjustments (including cost-of-living adjustments) or use any estimates with respect to determining total cash compensation, except that we annualized the compensation for our full-time and part-time permanent employees who were not employed by us for all of 2023.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | 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) | Adjusted EBITDA(7) ($, in millions) | | 2024 | 12,296,083 | 13,389,821 | 4,100,551 | 4,425,025 | 201.98 | 113.51 | 1,477 | 2,284 | | 2023 | 12,899,559 | 9,465,171 | 3,335,968 | 2,605,155 | 183.54 | 139.70 | 1,838 | 2,748 | | 2022 | 14,279,027 | 33,759,455 | 3,547,447 | 7,453,688 | 192.66 | 168.95 | 3,937 | 5,884 | | 2021 | 11,685,670 | 31,665,167 | 3,034,079 | 6,990,851 | 157.58 | 164.15 | 1,260 | 2,743 | | 2020 | 9,705,007 | 2,779,177 | 2,393,762 | 1,125,081 | 84.22 | 104.46 | 432 | 1,341 |
Pay Versus Performance
(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. 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.” 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:
Pay Versus Performance
| 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 ($) | | 2024 | 12,296,083 | 28,963 | — | 7,894,754 | 7,973,968 | 636,384 | 407,103 | 13,389,821 | | 2023 | 12,899,559 | 39,712 | — | 8,754,185 | 10,529,242 | (5,235,905) | 66,172 | 9,465,171 | | 2022 | 14,279,027 | 40,080 | 81,498 | 9,198,580 | 18,434,354 | 5,027,737 | 5,175,500 | 33,759,455 | | 2021 | 11,685,670 | 72,771 | 73,194 | 6,767,986 | 18,506,213 | 7,552,436 | 688,411 | 31,665,167 | | 2020 | 9,705,007 | 124,968 | 70,767 | 6,260,802 | 5,198,095 | (3,581,626) | (2,227,296) | 2,779,177 |
Pay Versus Performance
(4) The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
Pay Versus Performance
| Year | Summary Compen- sation Table Total ($) | 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 | 4,100,551 | 8,629 | — | 2,659,574 | 2,833,494 | 92,604 | 66,579 | 4,425,025 | | 2023 | 3,335,968 | 15,847 | — | 1,926,657 | 2,313,447 | (1,112,534) | 10,779 | 2,605,155 | | 2022 | 3,547,447 | 22,240 | 31,035 | 1,867,438 | 3,769,427 | 1,019,332 | 976,124 | 7,453,688 | | 2021 | 3,034,079 | 34,549 | 32,057 | 1,403,170 | 3,805,073 | 1,430,716 | 126,645 | 6,990,851 | | 2020 | 2,393,762 | 51,596 | 31,215 | 1,185,711 | 982,623 | (662,964) | (382,248) | 1,125,081 |
Pay Versus Performance
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 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. 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.