CF Industries Holdings Inc

For the period ended Apr 18, 2024. Filed Mar 7, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 18, 2024 · Filed Mar 7, 2024

CF$119.39+0.7%Stored close · as of Nov 6, 2026

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Contents

Compensation Program Highlights

COMPENSATION PROGRAM OVERVIEW

Compensation Program Highlights

Our executive compensation practices are overseen and administered by the compensation and management development committee, which is composed exclusively of independent directors. The committee is responsible for designing an executive compensation program — including approving any changes to it — that effectively incentivizes our executives to create long-term value for our shareholders.

			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. 58
	Key Elements of Compensation Program		Salary		Paid in line with individual performance and contribution to company goals and aligned to competitive market data	P. 59; 63
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 goals (Clean Energy Metric) • 10%: level of achievement of the completion of specified process, technology and reporting capabilities milestones (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. 59; 63-70
Long-Term Equity Incentives		A specified cash value amount 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. 59; 71-76
	Rigorous Benchmarking and Incentive Target Setting		Benchmarking		Our 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. 62
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. 59-62; 63-70; 71-75

Leading Compensation Governance Practices		Our leading compensation governance practices include:
	Strong pay-for-performance alignment		No employment agreements
	Robust clawback policy covering incentive awards		No repriced stock options
	Stock ownership guidelines		Minimal perquisites
	Performance metrics that align executive interests with interests of shareholders		Executive officers are prohibited from hedging or pledging our stock
	A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity		No new excise tax gross-ups after 2011 (Mr. Will, Mr. Bohn and Ms. Menzel, have no such gross-up)

For the definitions of Adjusted EBITDA and RONA, see “— Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined.” Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.