| Filed by the Registrant ☒ | | |||
| Filed by a Party other than the Registrant ☐ | | |||
| Check the appropriate box: | | |||
| ☒ | | | Preliminary Proxy Statement | |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | | | Definitive Proxy Statement | |
| ☐ | | | Definitive Additional Materials | |
| ☐ | | | Soliciting Material under §240.14a-12 | |
| Payment of Filing Fee (Check all boxes that apply): | | |||
| ☒ | | | No fee required | |
| ☐ | | | Fee paid previously with preliminary materials | |
| ☐ | | |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|
| Date and Time: | | | Wednesday, May 3, 2023, at 10:00 a.m., Central time | |
| Virtual Meeting: | | |
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) will be conducted virtually at www.virtualshareholdermeeting.com/CF2023
|
|
| Items of Business: | | | At the Annual Meeting, shareholders will be asked to: | |
| | | |
1.
elect the eleven director nominees named in the accompanying Proxy Statement;
|
|
| | | |
2.
consider and approve an advisory resolution regarding the compensation of our named executive officers (“Say on Pay”);
|
|
| | | |
3.
consider and act upon an advisory vote regarding the frequency of future Say on Pay votes;
|
|
| | | |
4.
approve and adopt an amendment and restatement of our certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions;
|
|
| | | |
5.
ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023;
|
|
| | | |
6.
act upon one shareholder proposal regarding an independent board chair, if properly presented at the Annual Meeting; and
|
|
| | | |
7.
consider any other business properly brought before the Annual Meeting.
|
|
| Record Date: | | | You may vote at the Annual Meeting if you were a shareholder of record of our company as of the close of business on March 10, 2023. | |
| Meeting Details: | | | To attend, and to vote and submit questions during, the Annual Meeting, visit www.virtualshareholdermeeting.com/CF2023 and enter the 16-digit control number on your Notice of Internet Availability of Proxy Materials or your proxy card. Additional information regarding the Annual Meeting, including procedures for attending and participating in the virtual meeting, can be found on page 108. | |
| Internet Availability of Proxy Materials: | | |
Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders to be held on Wednesday, May 3, 2023: Our Proxy Statement and 2022 Annual Report are available free of charge at www.proxyvote.com.
|
|
| | | | | 1 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 28 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 47 | | |
Proposals
|
| |
Board
Recommendation |
| |
Page
Reference |
| |||
1.
Election of Directors
The Board believes the director nominees provide us with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board.
|
| |
|
| |
Vote FOR each director nominee
|
| | | |
2.
Advisory Vote on Compensation of Named Executive Officers (“Say on Pay”)
Our executive compensation program is designed to align pay with performance, taking into account shareholder feedback and interests.
|
| |
|
| |
Vote FOR
|
| | | |
3.
Advisory Vote on Frequency of Future “Say on Pay” Votes (“Say on Frequency”)
The Board believes Say on Pay advisory votes should be conducted each year so that our shareholders can annually express their views on our executive compensation program.
|
| |
|
| |
Vote for
1 YEAR |
| | | |
4.
Approval and adoption of an amendment and restatement of our certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions
The Board believes that having an officer exculpation provision in our certificate of incorporation strikes the appropriate balance between shareholders’ interest in management accountability and their interest in the company’s ability to attract and retain highly-qualified officers.
|
| |
|
| |
Vote FOR
|
| | | |
5.
Ratification of Selection of Independent Registered Public Accounting Firm for 2023
The audit committee has selected KPMG LLP to serve as CF Industries’ independent registered public accounting firm for 2023. The audit committee and the Board believe that the continued retention of KPMG to serve as CF Industries’ independent registered public accounting firm is in the best interests of the company and its shareholders.
|
| |
|
| |
Vote FOR
|
| | | |
6.
Shareholder Proposal Regarding an Independent Board Chair, if Properly Presented at the Annual Meeting
The Board believes that the action requested by the proponent is unnecessary and not in the best interests of the company and its shareholders.
|
| |
|
| |
Vote AGAINST
|
| | |
|
•
Agrium, Inc.*
|
| |
•
The Mosaic Company
|
| |
•
LSB Industries, Inc.
|
|
|
•
Incitec Pivot Limited
|
| |
•
OCI N.V.**
|
| |
•
Potash Corporation of Saskatchewan Inc.*
|
|
|
•
Nutrien Ltd.*
|
| |
•
CVR Partners LP
|
| |
•
Yara International ASA
|
|
| |
Net Earnings
Attributable to Common Stockholders |
| | |
Earnings
Per Diluted Share |
| | |
EBITDA(1)
|
| | |
Adjusted
EBITDA (As Reported)(1) |
| | |
Net Cash
Provided by Operating Activities |
| |
| |
$3.35 Billion
|
| | |
$16.38
|
| | |
$5.54 Billion
|
| | |
$5.88 Billion
|
| | |
$3.86 Billion
|
| |
| |
Safety
|
| | | As of December 31, 2022, the company’s 12-month rolling average recordable incident rate was 0.33 incidents per 200,000 work hours – an industry leading result | | |
| |
Operational Excellence
|
| | |
Long-term asset utilization over the last five years is approximately 10 percent 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 2022 | | |
| |
Return to Shareholders
|
| | |
Returned $1,649 million to shareholders in 2022 through $1,346 million in share repurchases and $303 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 green and blue ammonia | | |
| |
Comprehensive ESG Goals
|
| | | In line with our commitment to the clean energy economy and our focus on sustainability, we have published comprehensive environmental, social and governance (“ESG”) goals covering critical environmental, societal, and workforce imperatives | | |
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 |
| |
63
|
| |
2018
|
| |
Yes
|
| |
0
|
| | | | |
●
|
| |
●
|
| | | |
Robert C. Arzbaecher
Former Chairman and CEO of Actuant Corporation |
| |
63
|
| |
2005
|
| |
Yes
|
| |
0
|
| |
●
|
| | | | | | | |
C
|
|
Deborah L. DeHaas
Former Vice Chairman and Managing Partner Center for Board Effectiveness, Deloitte |
| |
63
|
| |
2021
|
| |
Yes
|
| |
1
|
| |
●
|
| | | | | | | |
●
|
|
John W. Eaves
Executive Chairman of Arch Resources, Inc. |
| |
65
|
| |
2017
|
| |
Yes
|
| |
1
|
| |
●
|
| |
C
|
| | | | |
●
|
|
Stephen J. Hagge
Former President and CEO of AptarGroup, Inc. |
| |
71
|
| |
2010
|
| |
Yes
|
| |
1
|
| | | | |
●
|
| |
●
|
| | | |
Jesus Madrazo
Former EVP, Public Affairs and Sustainability of Bayer AG, Crop Science division |
| |
53
|
| |
2021
|
| |
Yes
|
| |
0
|
| | | | | | | |
●
|
| |
●
|
|
Anne P. Noonan
President and CEO of Summit Materials, Inc. |
| |
59
|
| |
2015
|
| |
Yes
|
| |
1
|
| | | | |
●
|
| |
C
|
| | | |
Michael J. Toelle
Owner, T & T Farms |
| |
60
|
| |
2017
|
| |
Yes
|
| |
0
|
| | | | |
●
|
| | | | |
●
|
|
Theresa E. Wagler
CFO and EVP of Steel Dynamics, Inc. |
| |
52
|
| |
2014
|
| |
Yes
|
| |
0
|
| |
C
|
| | | | | | | |
●
|
|
Celso L. White
Former Global Chief Supply Chain Officer of Molson Coors Brewing Company |
| |
61
|
| |
2018
|
| |
Yes
|
| |
1
|
| | | | | | | |
●
|
| |
●
|
|
W. Anthony Will
President and CEO of CF Industries |
| |
57
|
| |
2014
|
| |
CEO
|
| |
1
|
| | | | | | | | | | | | |
| (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 | |
| | | | | |
Governance Practice
|
| | |
For More Information
|
| |
| |
Board Structure
and Governance |
| | |
•
All of director nominees are independent, except for our chief executive officer (“CEO”). All of our standing Board committees are 100 percent independent.
•
We have an independent Chair of the Board and separate CEO.
•
Our directors are elected annually based on a majority voting standard for uncontested elections. We have a resignation policy for incumbent directors who fail to receive a majority of votes cast.
•
Each of our directors attended 75% or more of the combined total meetings of the full Board and the committees on which he or she served during 2022.
•
Our non-employee directors meet in executive session, without management present, during each regularly scheduled Board meeting.
•
Annual Board and committee self-assessments and peer evaluations monitor the performance and effectiveness of the Board and its committees and directors.
•
The Chair of the Board and chair of the governance committee lead an active process to regularly assess Board composition and attributes and consider succession planning.
•
We consider diversity of background, including experience and skills as well as personal characteristics such as race, gender and age, in identifying nominees for director and incorporate recruitment protocols in our candidate searches that seek to identify candidates with these diversity characteristics.
•
The Board plays an active role in reviewing and approving our strategy and in overseeing the successful execution of our strategy.
•
Diligent Board oversight of risk management is a cornerstone of our risk management program.
•
The Board has an integral role in oversight of sustainability and engages with senior management on a broad range of environmental, social, and governance topics, including climate change, human capital management and diversity and inclusion, and our related comprehensive ESG goals.
|
| | |
P. 13
P. 28
P. 26
P. 26
|
| |
| |
Stock
Ownership |
| | |
•
We have strong stock ownership guidelines for our executive officers and directors.
•
We prohibit hedging and pledging of our common stock by directors and executive officers.
•
We have a robust clawback policy covering incentive awards.
|
| | |
P. 79
|
| |
| |
Corporate
Responsibility |
| | |
•
Our ethics program includes a strong Code of Corporate Conduct for all of our directors, officers and employees.
•
We discuss corporate responsibility on our website and in our sustainability reports, including our values and “Do It Right” culture, our commitment to our stakeholders and communities, and our strong corporate commitment to respect the dignity and human rights of others.
•
We provide disclosure of charitable contributions and corporate political contributions and trade associate dues in semi-annual reports.
|
| | |
P. 34
https://sustainability.
cfindustries.com
www.cfindustries.com/reports
|
| |
| |
Shareholder
Rights |
| | |
•
Eligible shareholders can utilize the proxy access provisions of our bylaws to include their own nominees for director in our proxy materials along with Board-nominated candidates.
•
We do not have a shareholder rights plan, or poison pill. The Board has adopted a policy whereby any shareholder rights plan adopted without shareholder approval must be submitted to shareholders for ratification, or the plan must expire, within one year of such adoption.
•
One or more holders of our common stock representing at least 25% of the voting power of our common stock have the right to call a special meeting of shareholders.
•
All supermajority voting provisions have been eliminated from our certificate of incorporation and our bylaws.
|
| | |
P. 15; Bylaws
Bylaws
Charter and Bylaws
|
| |
| | | | | |
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. 56 | | | ||||
| |
Key Elements of
Compensation Program |
| | |
Salary
|
| | |
Paid in line with individual performance and contribution to company goals and aligned to competitive market data
|
| | | P. 57;61 | | |
|
Annual Cash
Incentives |
| | |
The amount of the actual incentive earned is determined based on our level of achievement of three performance metrics:
•
80%: level of achievement of Adjusted EBITDA* (Financial Metric)
•
10%: level of achievement of the completion of specified Program Simplification milestones related to an enterprise-wide project to increase automation and better integrate the company’s processes, technology and reporting systems to strengthen and expand its capabilities for the company’s long-term growth and sustainability (Strategic 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. 57; 60-66 | | | |||||
|
Long-Term Equity Incentives
|
| | |
A specified cash value amount is split between two equity award types:
•
60%: performance 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. 57; 67-72 | | | |||||
| |
Rigorous Benchmarking and
Incentive Target Setting |
| | |
Bench-marking
|
| | |
Our total direct compensation is targeted at the 50th percentile of our Industry Reference Group, which is composed of 17 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.
|
| | | | |
| |
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 (CEO, chief financial officer and senior vice president, human resources have no such gross-up)
|
| |
| |
Financial Metric
|
| | |
Strategic Initiative Metric
|
| | |
Process Safety Metric
|
| | ||||
| |
Adjusted EBITDA(1)
|
| | |
Program Simplification
Milestones(2) |
| | |
Behavioral Safety
Gate Threshold(3) |
| | |
Timely Completion
Percentage(4) |
| |
| |
$5.88 Billion
|
| | |
Achieved 4 milestones
|
| | |
Achieved 99%
|
| | |
Achieved 100%
|
| |
| |
Target: $3.2 Billion
|
| | |
Target: 2 milestones
|
| | |
Threshold: ≥ 95%
|
| | |
Target: 95%
|
| |
| Accounting and Finance Expertise | | | Environmental, Health & Safety Aspects of Operations | | ||||||
|
|
| |
8 of 11 nominees
|
| |
|
| |
7 of 11 nominees
|
|
| A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. | | | Safety and environmental stewardship are core values of ours. We take guidance from our directors who have served in executive or operating positions at industrial manufacturing companies. | | ||||||
| Environmental Sustainability | | | Human Capital Management | | ||||||
|
|
| |
8 of 11 nominees
|
| |
|
| |
10 of 11 nominees
|
|
| Insight and expertise in environmental sustainability and related matters help guide the company as it embraces a global hydrogen and clean fuel economy and pursues its ESG goals. | | | Insight and experience regarding culture, talent development, compensation, recruiting and retention, and diversity and inclusion are critical given the importance of the company’s human capital. | | ||||||
| Industry Focus | | | Operations | | ||||||
|
|
| |
7 of 11 nominees
|
| |
|
| |
8 of 11 nominees
|
|
| Directors who are knowledgeable about the chemical, energy, and agriculture industries help guide the company in assessing the trends and external forces relevant to its strategy and operations. | | | As a global manufacturing and distribution company, we benefit from the experience of our directors who have served in senior executive roles of global manufacturing companies. | | ||||||
| Public Company Governance | | | Risk Management | | ||||||
|
|
| |
8 of 11 nominees
|
| |
|
| |
11 of 11 nominees
|
|
| A deep understanding of the Board’s duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests. | | | Directors with significant risk management experience provide important oversight as we manage the risks inherent in our strategy and operations. | | ||||||
| Senior Executive Leadership | | | Strategy & Strategic Initiatives | | ||||||
|
|
| |
11 of 11 nominees
|
| |
|
| |
10 of 11 nominees
|
|
| We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy and operations. | | | Experience with major strategic initiatives helps us identify, pursue and consummate the right major initiatives that achieve our strategic objectives and realize synergies and optimal growth. | |
|
|
| |
|
| |
|
|
| |
|
| | |
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, strategic initiative, environmental sustainability, risk management, environmental, health and safety aspects of operations, and accounting and financial expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Tate & Lyle PLC (Oct. 2009 – Apr. 2018)
|
| | ||||
| |
Age
63 |
| | |
Director Since
2018 |
| | ||||
| |
CF Industries Committees
•
Compensation and management development
•
Corporate governance and nominating
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
Agriculture and Food Industry
•
CEO
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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, operations, strategic initiative, 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.
Other Public Company Directorships (within the past 5 years)
•
None
|
| | ||||
| |
Age
63 |
| | |
Director Since
2005 |
| | ||||
| |
CF Industries Committees
•
Audit
•
Environmental sustainability and community (Chair)
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
CEO
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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, and strategic initiative experience to the Board. Ms. DeHaas is a certified public accountant and is an “audit committee financial expert” within the meaning of SEC rules.
Other Public Company Directorships (within the past 5 years)
•
Dover Corporation (Feb. 2021 – Present)
|
| | ||||
| |
Age
63 |
| | |
Director Since
2021 |
| | ||||
| |
CF Industries Committees
•
Audit
•
Environmental Sustainability and Community
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
Environmental Sustainability
•
Human Capital
•
Public Company Governance
•
Senior Executive Leadership
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
John W. Eaves
John W. Eaves is the executive chairman of Arch Resources, Inc. (formerly Arch Coal, Inc.), a top coal producer for the global steel and power generation industries, and served as president and chief executive officer of Arch Resources from 2012 to April 2020. He has been a member of its board of directors since 2006. Mr. Eaves has more than 30 years of experience in the coal industry. During his tenure with Arch Resources, he has 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 serves 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 executive chairman and former president and chief executive officer of Arch Resources, Mr. Eaves brings substantial energy industry, operations, strategic initiative, human capital management, environmental sustainability 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 – Present)
|
| | ||||
| |
Age
65 |
| | |
Director Since
2017 |
| | ||||
| |
CF Industries Committees
•
Audit
•
Compensation and management development (Chair)
•
Environmental sustainability and community
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
CEO
•
EHS Aspects of Operations
•
Energy Industry
•
Environmental Sustainability
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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 as a director of Crown Holdings, Inc. since 2019. He is also a member of the board of directors of Transcendia Topco Holdings, Inc., a privately held specialty package company, since 2018.
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, human capital management, strategic initiative, environmental, health and safety of operations, and risk management expertise to the Board. Mr. Hagge has served as a financial executive and is an “audit committee financial expert” within the meaning of SEC rules.
Other Public Company Directorships (within the past 5 years)
•
AptarGroup, Inc. (2001 – 2019)
•
Crown Holdings, Inc. (2019 – Present)
|
| | ||||
| |
Age
71 |
| | |
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
•
CEO
•
EHS Aspects of Operations
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
Jesus Madrazo
Jesus Madrazo Yris is the former executive vice president of public affairs and sustainability of Bayer AG’s Crop Science division, having served in that capacity from August 2018 to November 2019. 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 venture 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 boards of Reiter Affiliated Companies, a privately held company and the largest fresh multi-berry producer in the world, and Monte Xanic, a premium winery in Mexico.
Qualifications
As the former executive vice president of public affairs and sustainability of Bayer AG’s Crop Science division, as founder and chairman of Kompali Farms and with previous leadership roles at Monsanto Company, Mr. Madrazo brings agricultural industry, environmental sustainability, human capital, operations, and risk management expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
|
| | ||||
| |
Age
53 |
| | |
Director Since
2021 |
| | ||||
| |
CF Industries Committees
•
Corporate governance and nominating
•
Environmental sustainability and community
|
| | ||||||||
| |
Qualifications
•
Agriculture Industry
•
Environmental Sustainability
•
Human Capital
•
Operations
•
Risk Management
•
Senior Executive Leadership
|
| |
| |
|
| | |
Anne P. Noonan
Anne P. Noonan has 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, since September 2020. 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 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, public company governance, risk management and strategic initiative expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
Summit Materials, Inc. (Sept. 2020 – Present)
•
OMNOVA Solutions Inc. (Dec. 2016 – Apr. 2020)
|
| | ||||
| |
Age
59 |
| | |
Director Since
2015 |
| | ||||
| |
CF Industries Committees
•
Compensation and management development
•
Corporate governance and nominating (Chair)
|
| | ||||||||
| |
Qualifications
•
CEO
•
Chemical Industry
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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 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, 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 and former chairman and director of CHS, Mr. Toelle brings agricultural industry, accounting and financial, risk management and strategic initiative expertise to the Board.
Other Public Company Directorships (within the past 5 years)
•
None
|
| | ||||
| |
Age
60 |
| | |
Director Since
2017 |
| | ||||
| |
CF Industries Committees
•
Compensation and management development
•
Environmental sustainability and community
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
Agriculture Industry
•
Risk Management
•
Senior Executive Leadership
•
Strategic Initiatives
|
| |
| |
|
| | |
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 ESG 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, accounting and finance, strategic initiative, risk management, human capital, operations, environmental, health and safety of operations 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.
Other Public Company Directorships (within the past 5 years)
•
None
|
| | ||||
| |
Age
52 |
| | |
Director Since
2014 |
| | ||||
| |
CF Industries Committees
•
Audit (Chair)
•
Environmental sustainability and community
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
CFO
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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. In January 2020, Mr. White co-founded Igniting Business Growth LLC, a consultancy business. Mr. White serves on the board of Colorado UpLift based in Denver, Colorado and is a member of the Bradley University Board of Trustees. He is also a member of the board of directors of Armada Acquisition Corp. I, a newly formed acquisition company concentrating in the FinTech industry, since 2021.
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, strategic initiative, risk management, human capital management, environmental sustainability 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 – Present)
|
| | ||||
| |
Age
61 |
| | |
Director Since
2018 |
| | ||||
| |
CF Industries Committees
•
Corporate governance and nominating
•
Environmental sustainability and community
|
| | ||||||||
| |
Qualifications
•
Agriculture Industry
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Human Capital
•
Global Chief Supply Chain Officer
•
Operations
•
Risk Management
•
Strategic Initiatives
|
| |
| |
|
| | |
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, 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, accounting and finance and human capital management through his active supervision of those performing those functions at CF Industries.
Other Public Company Directorships (within the past 5 years)
•
Olin Corporation (Sept. 2021 – Present)
|
| | ||||
| |
Age
57 |
| | |
Director Since
2014 |
| | ||||
| |
CF Industries Committees
•
None
|
| | ||||||||
| |
Qualifications
•
Accounting and Finance
•
CEO
•
EHS Aspects of Operations
•
Environmental Sustainability
•
Fertilizer / Chemical Industry
•
Human Capital
•
Operations
•
Public Company Governance
•
Risk Management
•
Strategic Initiatives
|
| |
|
Audit committee chair
|
| |
$22,500
|
|
|
Compensation and management development committee chair
|
| |
$17,500
|
|
|
Corporate governance and nominating committee chair
|
| |
$17,500
|
|
|
Environmental sustainability and community committee chair
|
| |
$17,500
|
|
Name
|
| |
Fees Earned
or Paid in Cash(1) ($) |
| |
Stock
Awards(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
|
Javed Ahmed
|
| |
105,000
|
| |
149,981
|
| |
2,790
|
| |
257,770
|
|
Robert C. Arzbaecher
|
| |
122,500
|
| |
149,981
|
| |
2,790
|
| |
275,270
|
|
Deborah L. DeHaas
|
| |
105,000
|
| |
149,981
|
| |
2,790
|
| |
257,770
|
|
John W. Eaves
|
| |
124,117
|
| |
149,981
|
| |
2,790
|
| |
276,887
|
|
Stephen A. Furbacher(4)
|
| |
18,859
|
| |
—
|
| |
26,511
|
| |
45,370
|
|
Stephen J. Hagge
|
| |
190,774
|
| |
249,968
|
| |
4,045
|
| |
444,787
|
|
Jesus Madrazo
|
| |
105,000
|
| |
149,981
|
| |
2,862
|
| |
257,842
|
|
Anne P. Noonan
|
| |
122,500
|
| |
149,981
|
| |
2,790
|
| |
275,270
|
|
Michael J. Toelle
|
| |
105,000
|
| |
149,981
|
| |
2,790
|
| |
257,770
|
|
Theresa E. Wagler
|
| |
127,500
|
| |
149,981
|
| |
2,790
|
| |
280,270
|
|
Celso L. White
|
| |
105,000
|
| |
149,981
|
| |
2,790
|
| |
257,770
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class(2) |
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| |
22,272,451(3)
|
| |
[•]%
|
|
FMR LLC
245 Summer Street Boston, Massachusetts 02210 |
| |
16,586,665(4)
|
| |
[•]%
|
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, Maryland 21202 |
| |
12,144,184(5)
|
| |
[•]%
|
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| |
25,298,470(6)
|
| |
[•]%
|
|
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership(1)(2) |
| |
Percent of
Class |
|
Javed Ahmed
|
| |
15,524
|
| |
*
|
|
Robert C. Arzbaecher(4)
|
| |
99,748
|
| |
*
|
|
Deborah L. DeHaas
|
| |
4,592
|
| |
*
|
|
John W. Eaves
|
| |
19,695
|
| |
*
|
|
Stephen J. Hagge
|
| |
49,809
|
| |
*
|
|
Jesus Madrazo
|
| |
4,832
|
| |
*
|
|
Anne P. Noonan
|
| |
26,411
|
| |
*
|
|
Michael J. Toelle
|
| |
19,695
|
| |
*
|
|
Theresa E. Wagler
|
| |
28,823
|
| |
*
|
|
Celso L. White
|
| |
15,788
|
| |
*
|
|
W. Anthony Will(5)
|
| |
335,372
|
| |
*
|
|
Christopher D. Bohn
|
| |
82,471
|
| |
*
|
|
Douglas C. Barnard
|
| |
27,087
|
| |
*
|
|
Bert A. Frost
|
| |
43,624
|
| |
*
|
|
Susan L. Menzel
|
| |
31,264
|
| |
*
|
|
All directors and executive officers as a group (18 persons)
|
| |
870,422
|
| |
*
|
|
|
Name
|
| |
Title
|
|
| W. Anthony Will | | | President and Chief Executive Officer | |
|
Christopher D. Bohn
|
| | Senior Vice President and Chief Financial Officer | |
| Douglas C. Barnard | | | Senior Vice President, General Counsel, and Secretary | |
| Bert A. Frost | | | Senior Vice President, Sales, Market Development, and Supply Chain | |
| Susan L. Menzel | | | Senior Vice President, Human Resources | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 49 | | | |
| | | | | 51 | | | |
| | | | | 54 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 56 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 67 | | | |
| | | | | 73 | | | |
| | | | | 74 | | | |
| | | | | 76 | | | |
| | | | | 77 | | |
| |
Net Earnings
Attributable to Common Stockholders |
| | |
Earnings
Per Diluted Share |
| | |
EBITDA(1)
|
| | |
Adjusted
EBITDA (As Reported)(1) |
| | |
Net Cash
Provided by Operating Activities |
| |
| |
$3.35 Billion
|
| | |
$16.38
|
| | |
$5.54 Billion
|
| | |
$5.88 Billion
|
| | |
$3.86 Billion
|
| |
| |
Financial Metric
|
| | |
Strategic Initiative
Metric |
| | |
Process Safety Metric
|
| | ||||
| |
Adjusted EBITDA(2)
|
| | |
Program Simplification
Milestones (3) |
| | |
Behavioral Safety
Gate Threshold(4) |
| | |
Timely Completion
Percentage(5) |
| |
| |
$5.88 Billion
|
| | |
Achieved 4
milestones |
| | |
Achieved 99%
|
| | |
Achieved 100%
|
| |
| |
Target: $3.2 Billion
|
| | |
Target: 2 milestones
|
| | |
Threshold: ≥ 95%
|
| | |
Target: 95%
|
| |
| |
Safety
|
| | | As of December 31, 2022, the company’s 12-month rolling average recordable incident rate was 0.33 incidents per 200,000 work hours — an industry leading result | | |
| |
Operational Excellence
|
| | |
Long-term asset utilization over the last five years is approximately 10 percent 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 2022 | | |
| |
Return to Shareholders
|
| | | Returned $1,649 million to shareholders in 2022 through $1,346 million in share repurchases and $303 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 green and blue ammonia | | |
| |
Comprehensive ESG Goals
|
| | | In line with our commitment to the clean energy economy and our focus on sustainability, we have published comprehensive environmental, social and governance (“ESG”) goals covering critical environmental, societal, and workforce imperatives | | |
|
•
Agrium, Inc.*
|
| |
•
The Mosaic Company
|
| |
•
LSB Industries, Inc.
|
|
|
•
Incitec Pivot Limited
|
| |
•
OCI N.V.**
|
| |
•
Potash Corporation of Saskatchewan Inc.*
|
|
|
•
Nutrien Ltd.*
|
| |
•
CVR Partners LP
|
| |
•
Yara International ASA
|
|
| | | | | |
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. 56 | | | ||||
| |
Key Elements of
Compensation Program |
| | |
Salary
|
| | | Paid in line with individual performance and contribution to company goals and aligned to competitive market data | | | | P. 57;61 | | |
|
Annual Cash Incentives
|
| | |
The amount of the actual incentive earned is determined based on our level of achievement of three performance metrics:
•
80%: level of achievement of Adjusted EBITDA* (Financial Metric)
•
10%: level of achievement of the completion of specified Program Simplification milestones related to an enterprise-wide project to increase automation and better integrate the company’s processes, technology and reporting systems to strengthen and expand its capabilities for the company’s long-term growth and sustainability (Strategic 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. 57; 60-66 | | | |||||
|
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. 57; 67-72 | | | |||||
| |
Rigorous Benchmarking and
Incentive Target Setting |
| | |
Bench-marking
|
| | | Our total direct compensation is targeted at the 50th percentile of our Industry Reference Group, which is composed of 17 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. 57-60; 61-66; 67-71 | | |
| |
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 (CEO, chief financial officer and senior vice president, human resources, have no such gross-up)
|
| |
|
Pay Element
|
| |
2022
|
| |
2021
|
| |
% Change
|
|
| Salary | | |
$1,300,000
|
| |
$1,250,000
|
| |
4%
|
|
| Target Annual Incentive | | |
$1,755,000
|
| |
$1,687,500
|
| |
4%
|
|
| Target Long-Term Incentive | | |
$6,500,000
|
| |
$6,300,000
|
| |
3%
|
|
| Total | | |
$9,555,000
|
| |
$9,237,500
|
| |
3%
|
|
|
Component
|
| |
Key Characteristics and Rationale
|
|
| Salary | | |
•
We seek to pay salaries in line with individual performance and contribution to company goals.
•
In the aggregate, base salaries of our NEOs are targeted at the median of the peer group companies in our Industry Reference Group and the overall general industry market data from the outside compensation consultant’s market assessment. Individual performance and potential, relative criticality of the individual position in relation to achievement of the company’s goals, and business affordability are also considered in determining base salaries.
•
To maintain our desired market position, we conduct annual salary reviews.
|
|
|
Short-Term
Incentives |
| |
•
Variable compensation component that provides executive officers and other employees with the opportunity to earn additional annual cash 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.
•
Short-term incentives are also targeted at the market median, and achievement of these awards depends on attaining corporate performance goals.
•
Adjusted EBITDA has been a cornerstone of our annual short-term incentive program, comprising a 50% weighting of the performance metric in 2016, a 75% weighting in 2017 — 2020, and an 80% weighting in 2021 and 2022.
•
The 2022 short-term incentive program also included a strategic initiative metric and a process safety metric, each comprising 10%.
|
|
|
Long-Term
Incentives |
| |
•
Variable compensation component that focuses on enterprise value creation and employee retention. Long-term incentives are provided through annual stock-based awards.
•
Participation is extended to executive officers and other key employees. Eligibility guidelines with award ranges reflecting position responsibility levels and competitive market practices are updated annually. The guidelines allow for individual variation in long-term incentives based on performance level, potential contribution, and value to the business.
•
In general, long-term incentives for our executive officers are targeted at the market median with the opportunity to receive above market awards for excellent performance.
•
Long-term incentive awards granted to our NEOs in connection with setting target compensation are based on a specified cash value, which amount since 2018 has been split among two different award types — 60% PRSUs and 40% RSUs.
•
PRSUs awards are subject to three-year vesting criteria based on:
◦
Average return on net assets (RONA) over three one-year periods
◦
A modifier pursuant to which the number of shares earned based on RONA performance may be increased or decreased by up to 20% based on our three-year TSR performance against a threshold, target, and maximum level of performance
|
|
|
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 Program Simplification Milestones | | | Relates to an enterprise-wide project 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 | |
| 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. | |
|
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 | |
|
Illustrative Timeline for Compensation and Management Development Committee Process
|
| ||||||||
|
May
|
| | |
October
|
| | |
December – January
|
|
|
•
Review of current compensation trends and issues
•
Independent compensation consultant provides an analysis of current and potential peers based on strategy, business structure, and industry
|
| | |
•
Evaluation of STI and LTI program outcomes against overall program design, stated goals, and alignment with strategy
•
Review of current/future compensation program objectives, design, and goals
•
Review of proxy peer analysis and overall general industry benchmark market data against our NEOs
•
STI and LTI metrics for upcoming year established
|
| | |
•
Completion of internal budget forecasting, incorporating supply-demand forecasts with external market prices such as natural gas futures strips
•
Setting STI and LTI performance goals and targets taking into account the previous year’s financial performance, market trends and the company’s annual business plan
|
|
|
Performance Level
|
| |
Financial Metric
Adjusted EBITDA Achieved |
| |
Percentage of
Financial Metric Target Award Earned |
|
|
Below Threshold
|
| |
Less than $2.6 billion
|
| |
0%
|
|
|
Threshold
|
| |
$2.6 billion
|
| |
50%
|
|
|
Target
|
| |
$3.2 billion
|
| |
100%
|
|
|
Maximum
|
| |
$3.8 billion
|
| |
200%
|
|
|
Performance Level
|
| |
Strategic Initiative
Program Simplification Milestone Completion |
| |
Percentage of
Environmental 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%
|
|
|
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%
|
|
| | | |
Base Salary
|
| | |
Target
Annual Incentive Level |
| ||||||||||||
|
Name
|
| |
2022
|
| |
2021
|
| |
Increase
|
| | |
2022
|
| |
2021
|
| |
Increase
|
|
| W. Anthony Will | | |
$1,300,000
|
| |
$1,250,000
|
| |
4%
|
| | |
135%
|
| |
135%
|
| |
0%
|
|
| Christopher D. Bohn | | |
$660,000
|
| |
$625,000
|
| |
6%
|
| | |
80%
|
| |
80%
|
| |
0%
|
|
| Douglas C. Barnard | | |
$585,000
|
| |
$575,000
|
| |
2%
|
| | |
80%
|
| |
80%
|
| |
0%
|
|
| Bert A. Frost | | |
$640,000
|
| |
$625,000
|
| |
2%
|
| | |
80%
|
| |
80%
|
| |
0%
|
|
| Susan L. Menzel | | |
$550,000
|
| |
$525,000
|
| |
5%
|
| | |
80%
|
| |
80%
|
| |
0%
|
|
TSR Performance Level
|
| |
TSR Modifier
Percentage |
|
Threshold: Less than 15.5% | | |
80%
|
|
Target: 22.5% | | |
100%
|
|
Max: At or Above 29.5% | | |
120%
|
|
| | | |
Target Performance
RSUs |
| | |
Time Vesting
RSUs |
| | |
Total
Target Grant Value |
| ||||||
|
Name
|
| |
Number
|
| |
Grant
Value |
| | |
Number
|
| |
Grant
Value |
| | |||
| W. Anthony Will | | |
58,787
|
| |
$3,900,000
|
| | |
39,191
|
| |
$2,600,000
|
| | |
$6,500,000
|
|
| Christopher D. Bohn | | |
13,566
|
| |
$900,000
|
| | |
9,044
|
| |
$600,000
|
| | |
$1,500,000
|
|
| Douglas C. Barnard | | |
10,853
|
| |
$720,000
|
| | |
7,235
|
| |
$480,000
|
| | |
$1,200,000
|
|
| Bert A. Frost | | |
13,566
|
| |
$900,000
|
| | |
9,044
|
| |
$600,000
|
| | |
$1,500,000
|
|
| Susan L. Menzel | | |
8,818
|
| |
$585,000
|
| | |
5,879
|
| |
$390,000
|
| | |
$975,000
|
|
| | | |
Original 2020 PRSU Grant
|
| | |
PRSUs Earned
|
| ||||||
|
Name
|
| |
Target #
|
| |
Value at Grant
|
| | |
#
|
| |
Value(1)
|
|
| W. Anthony Will | | |
77,769
|
| |
$3,600,000
|
| | |
150,794
|
| |
$12,951,697
|
|
| Christopher D. Bohn | | |
16,850
|
| |
$780,000
|
| | |
32,672
|
| |
$2,806,198
|
|
| Douglas C. Barnard | | |
14,258
|
| |
$660,000
|
| | |
27,646
|
| |
$2,374,515
|
|
| Bert A. Frost | | |
18,146
|
| |
$840,000
|
| | |
35,185
|
| |
$3,022,040
|
|
| Susan L. Menzel | | |
10,369
|
| |
$480,000
|
| | |
20,105
|
| |
$1,726,818
|
|
|
Name
|
| |
Base Salary
|
| |
Target Annual
Incentive Level |
| |
Target
PRSUs |
| |
Target RSUs
|
|
| W. Anthony Will | | |
$1,350,000
|
| |
150%
|
| |
$4,200,000
|
| |
$2,800,000
|
|
| Christopher D. Bohn | | |
$700,000
|
| |
80%
|
| |
$1,080,000
|
| |
$720,000
|
|
| Douglas C. Barnard | | |
$600,000
|
| |
80%
|
| |
$780,000
|
| |
$520,000
|
|
| Bert A. Frost | | |
$670,000
|
| |
80%
|
| |
$1,020,000
|
| |
$680,000
|
|
| Susan L. Menzel | | |
$580,000
|
| |
80%
|
| |
$720,000
|
| |
$480,000
|
|
|
Global Industry Classification
Standard Subindustry Description |
| |
Company Name
|
|
| Fertilizers and Agricultural Chemicals | | |
•
The Mosaic Company
•
Nutrien Ltd.
•
The Scotts Miracle-Gro Company
|
|
| Specialty Chemicals | | |
•
Albemarle Corporation
•
Ashland Global Holdings, Inc.
•
Celanese Corporation
•
Ecolab Inc.
•
International Flavors & Fragrances Inc.
•
Avient Corporation
•
RPM International Inc.
|
|
| Commodity Chemicals | | |
•
Cabot Corporation
•
Westlake Chemical Corporation
|
|
| Diversified Chemicals | | |
•
Eastman Chemical Company
•
FMC Corporation
•
Huntsman Corporation
•
Olin Corporation
|
|
| Industrial Gases | | |
•
Air Products and Chemicals, Inc.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
($) |
| |
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
($) |
|
W. Anthony Will
President and Chief Executive Officer |
| |
2022
|
| |
1,300,000
|
| |
9,198,580
|
| |
3,510,000
|
| |
40,080
|
| |
230,366
|
| |
14,279,027
|
|
|
2021
|
| |
1,250,000
|
| |
6,767,986
|
| |
3,375,000
|
| |
72,771
|
| |
219,913
|
| |
11,685,670
|
| ||
|
2020
|
| |
1,250,000
|
| |
6,260,802
|
| |
1,846,700
|
| |
124,968
|
| |
222,537
|
| |
9,705,007
|
| ||
Christopher D. Bohn
Senior Vice President and Chief Financial Officer |
| |
2022
|
| |
660,000
|
| |
2,166,292
|
| |
1,056,000
|
| |
8,714
|
| |
76,842
|
| |
3,967,848
|
|
|
2021
|
| |
625,000
|
| |
1,619,154
|
| |
1,000,000
|
| |
34,919
|
| |
72,491
|
| |
3,351,564
|
| ||
|
2020
|
| |
625,000
|
| |
1,301,944
|
| |
547,739
|
| |
62,268
|
| |
68,513
|
| |
2,605,464
|
| ||
Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary |
| |
2022
|
| |
585,000
|
| |
1,733,295
|
| |
936,000
|
| |
45,426
|
| |
77,782
|
| |
3,377,503
|
|
|
2021
|
| |
575,000
|
| |
1,307,681
|
| |
920,061
|
| |
45,279
|
| |
75,698
|
| |
2,923,719
|
| ||
|
2020
|
| |
565,000
|
| |
1,159,012
|
| |
495,102
|
| |
54,111
|
| |
62,528
|
| |
2,335,753
|
| ||
Bert A. Frost
Senior Vice President, Sales, Market Development and Supply Chain |
| |
2022
|
| |
640,000
|
| |
2,203,206
|
| |
1,024,000
|
| |
16,049
|
| |
88,859
|
| |
3,972,114
|
|
|
2021
|
| |
625,000
|
| |
1,686,754
|
| |
1,000,000
|
| |
37,051
|
| |
73,918
|
| |
3,422,723
|
| ||
|
2020
|
| |
625,000
|
| |
1,481,806
|
| |
547,739
|
| |
62,439
|
| |
73,336
|
| |
2,790,320
|
| ||
Susan L. Menzel
Senior Vice President, Human Resources |
| |
2022
|
| |
550,000
|
| |
1,366,959
|
| |
880,000
|
| |
18,771
|
| |
56,594
|
| |
2,872,324
|
|
|
2021
|
| |
525,000
|
| |
999,090
|
| |
840,000
|
| |
20,945
|
| |
53,275
|
| |
2,438,310
|
| ||
|
2020
|
| |
525,000
|
| |
800,080
|
| |
431,792
|
| |
27,564
|
| |
59,073
|
| |
1,843,509
|
|
| | |
Will
|
| |
Bohn
|
| |
Barnard
|
| |
Frost
|
| |
Menzel
|
|
RSUs ($)
|
| |
2,787,656
|
| |
643,300
|
| |
514,626
|
| |
643,300
|
| |
418,173
|
|
PRSUs at Target Level of Performance ($)
|
| |
4,334,953
|
| |
1,000,357
|
| |
800,300
|
| |
1,000,357
|
| |
650,239
|
|
2022 Stock Awards (Full Grant Date Fair Value) ($)
|
| |
7,122,609
|
| |
1,643,657
|
| |
1,314,926
|
| |
1,643,657
|
| |
1,068,413
|
|
PRSUs at Maximum Level of Performance ($)
|
| |
10,035,646
|
| |
2,315,879
|
| |
1,852,737
|
| |
2,315,879
|
| |
1,505,338
|
|
Name
|
| |
Employer
Contributions and Credits to Retirement Plans ($) |
| |
Employer-
paid Life Insurance Premiums ($) |
| |
Dividend
Equivalents on RSUs ($) |
| |
Perquisites
and Other Personal Benefits* ($) |
| |
Total
($) |
|
W. Anthony Will
|
| |
78,000
|
| |
1,370
|
| |
150,996
|
| |
—
|
| |
230,366
|
|
Christopher D. Bohn
|
| |
39,600
|
| |
960
|
| |
36,282
|
| |
—
|
| |
76,842
|
|
Douglas C. Barnard
|
| |
35,100
|
| |
823
|
| |
28,758
|
| |
13,101
|
| |
77,782
|
|
Bert A. Frost
|
| |
38,400
|
| |
919
|
| |
36,714
|
| |
12,826
|
| |
88,859
|
|
Susan L. Menzel
|
| |
33,000
|
| |
796
|
| |
22,799
|
| |
—
|
| |
56,594
|
|
| | | | | | | | |
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
|
| |
12/8/2021
|
| |
877,500
|
| |
1,755,000
|
| |
3,510,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| PRSU1 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
7,838
|
| |
19,595
|
| |
47,028
|
| |
—
|
| |
1,444,935
|
| ||
| PRSU2 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
13,257
|
| |
33,143
|
| |
79,543
|
| |
—
|
| |
2,750,869
|
| ||
| PRSU3 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
10,369
|
| |
25,923
|
| |
62,215
|
| |
—
|
| |
2,215,120
|
| ||
| RSU | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
39,191
|
| |
2,787,656
|
| ||
Christopher D. Bohn
|
| |
STI
|
| |
12/8/2021
|
| |
264,000
|
| |
528,000
|
| |
1,056,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| PRSU1 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,809
|
| |
4,522
|
| |
10,853
|
| |
—
|
| |
333,452
|
| ||
| PRSU2 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
3,420
|
| |
8,549
|
| |
20,518
|
| |
—
|
| |
709,567
|
| ||
| PRSU3 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
2,247
|
| |
5,617
|
| |
13,481
|
| |
—
|
| |
479,973
|
| ||
| RSU | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,044
|
| |
643,300
|
| ||
Douglas C. Barnard
|
| |
STI
|
| |
12/8/2021
|
| |
234,000
|
| |
468,000
|
| |
936,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| PRSU1 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,447
|
| |
3,617
|
| |
8,681
|
| |
—
|
| |
266,718
|
| ||
| PRSU2 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
2,630
|
| |
6,576
|
| |
15,782
|
| |
—
|
| |
545,808
|
| ||
| PRSU3 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,901
|
| |
4,753
|
| |
11,407
|
| |
—
|
| |
406,144
|
| ||
| RSU | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,235
|
| |
514,626
|
| ||
Bert A. Frost
|
| |
STI
|
| |
12/8/2021
|
| |
256,000
|
| |
512,000
|
| |
1,024,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| PRSU1 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,809
|
| |
4,522
|
| |
10,853
|
| |
—
|
| |
333,452
|
| ||
| PRSU2 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
3,420
|
| |
8,549
|
| |
20,518
|
| |
—
|
| |
709,567
|
| ||
| PRSU3 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
2,420
|
| |
6,049
|
| |
14,518
|
| |
—
|
| |
516,887
|
| ||
| RSU | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,044
|
| |
643,300
|
| ||
Susan L. Menzel
|
| |
STI
|
| |
12/8/2021
|
| |
220,000
|
| |
440,000
|
| |
880,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| PRSU1 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,176
|
| |
2,939
|
| |
7,054
|
| |
—
|
| |
216,722
|
| ||
| PRSU2 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
2,104
|
| |
5,261
|
| |
12,626
|
| |
—
|
| |
436,663
|
| ||
| PRSU3 | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,383
|
| |
3,457
|
| |
8,297
|
| |
—
|
| |
295,401
|
| ||
| RSU | | |
1/4/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,879
|
| |
418,173
|
|
Name
|
| |
Grant Date/
Performance Period(1) |
| |
Stock Awards(2)(3)
|
| |||||||||
|
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
|
| |
1/2/2020
|
| |
17,282
|
| |
1,472,426
|
| |
—
|
| |
—
|
|
|
1/4/2021
|
| |
44,191
|
| |
3,765,073
|
| |
—
|
| |
—
|
| ||
|
1/4/2022
|
| |
39,191
|
| |
3,339,073
|
| |
—
|
| |
—
|
| ||
|
1/1/20-12/31/22
|
| |
150,794
|
| |
12,847,657
|
| |
—
|
| |
—
|
| ||
|
1/1/21-12/31/23
|
| |
—
|
| |
—
|
| |
238,630
|
| |
20,331,242
|
| ||
|
1/1/22-12/31/24
|
| |
—
|
| |
—
|
| |
141,089
|
| |
12,020,766
|
| ||
Christopher D. Bohn
|
| |
1/2/2020
|
| |
3,745
|
| |
319,074
|
| |
—
|
| |
—
|
|
|
1/4/2021
|
| |
11,399
|
| |
971,195
|
| |
—
|
| |
—
|
| ||
|
1/4/2022
|
| |
9,044
|
| |
770,549
|
| |
—
|
| |
—
|
| ||
|
1/1/20-12/31/22
|
| |
32,672
|
| |
2,783,667
|
| |
—
|
| |
—
|
| ||
|
1/1/21-12/31/23
|
| |
—
|
| |
—
|
| |
61,550
|
| |
5,244,094
|
| ||
|
1/1/22-12/31/24
|
| |
—
|
| |
—
|
| |
32,558
|
| |
2,773,976
|
| ||
Douglas C. Barnard
|
| |
1/2/2020
|
| |
3,169
|
| |
269,999
|
| |
—
|
| |
—
|
|
|
1/4/2021
|
| |
8,768
|
| |
747,034
|
| |
—
|
| |
—
|
| ||
|
1/4/2022
|
| |
7,235
|
| |
616,422
|
| |
—
|
| |
—
|
| ||
|
1/1/20-12/31/22
|
| |
27,646
|
| |
2,355,462
|
| |
—
|
| |
—
|
| ||
|
1/1/21-12/31/23
|
| |
—
|
| |
—
|
| |
47,347
|
| |
4,033,981
|
| ||
|
1/1/22-12/31/24
|
| |
—
|
| |
—
|
| |
26,047
|
| |
2,219,221
|
| ||
Bert A. Frost
|
| |
1/2/2020
|
| |
4,033
|
| |
343,612
|
| |
—
|
| |
—
|
|
|
1/4/2021
|
| |
11,399
|
| |
971,195
|
| |
—
|
| |
—
|
| ||
|
1/4/2022
|
| |
9,044
|
| |
770,549
|
| |
—
|
| |
—
|
| ||
|
1/1/20-12/31/22
|
| |
35,185
|
| |
2,997,770
|
| |
—
|
| |
—
|
| ||
|
1/1/21-12/31/23
|
| |
—
|
| |
—
|
| |
61,550
|
| |
5,244,094
|
| ||
|
1/1/22-12/31/24
|
| |
—
|
| |
—
|
| |
32,558
|
| |
2,773,976
|
| ||
Susan L. Menzel
|
| |
1/2/2020
|
| |
2,305
|
| |
196,386
|
| |
—
|
| |
—
|
|
|
1/4/2021
|
| |
7,015
|
| |
597,678
|
| |
—
|
| |
—
|
| ||
|
1/4/2022
|
| |
5,879
|
| |
500,891
|
| |
—
|
| |
—
|
| ||
|
1/1/20-12/31/22
|
| |
20,105
|
| |
1,712,988
|
| |
—
|
| |
—
|
| ||
|
1/1/21-12/31/23
|
| |
—
|
| |
—
|
| |
37,877
|
| |
3,227,103
|
| ||
|
1/1/22-12/31/24
|
| |
—
|
| |
—
|
| |
21,163
|
| |
1,803,105
|
|
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(2) |
|
W. Anthony Will
|
| |
1,098,645
|
| |
44,688,613
|
| |
216,763
|
| |
16,994,572
|
|
Christopher D. Bohn
|
| |
110,740
|
| |
3,748,110
|
| |
45,521
|
| |
3,558,361
|
|
Douglas C. Barnard
|
| |
278,160
|
| |
12,544,196
|
| |
40,624
|
| |
3,183,479
|
|
Bert A. Frost
|
| |
124,410
|
| |
3,486,244
|
| |
51,823
|
| |
4,060,226
|
|
Susan L. Menzel
|
| |
—
|
| |
—
|
| |
28,361
|
| |
2,217,635
|
|
Name
|
| |
Plan Name(1)
|
| |
Number
of Years Credited Service(2) (#) |
| |
Present
Value of Accumulated Benefit(2)(3) ($) |
|
W. Anthony Will
|
| | New Retirement Plan | | |
15.7
|
| |
163,971
|
|
| | |
Supplemental Benefit and Deferral Plan
|
| |
15.7
|
| |
479,126
|
|
Christopher D. Bohn
|
| | New Retirement Plan | | |
13.3
|
| |
148,286
|
|
| | |
Supplemental Benefit and Deferral Plan
|
| |
13.3
|
| |
121,525
|
|
Douglas C. Barnard
|
| | New Retirement Plan | | |
19
|
| |
195,234
|
|
| | |
Supplemental Benefit and Deferral Plan
|
| |
19
|
| |
180,853
|
|
Bert A. Frost
|
| | New Retirement Plan | | |
14.1
|
| |
159,776
|
|
| | |
Supplemental Benefit and Deferral Plan
|
| |
14.1
|
| |
173,308
|
|
Susan L. Menzel
|
| | New Retirement Plan | | |
5.2
|
| |
63,140
|
|
| | |
Supplemental Benefit and Deferral Plan
|
| |
5.2
|
| |
47,148
|
|
|
Completed Years of Cash Balance Service as
of the Last Day of the Plan Year for Which the Pay Credit is Credited |
| |
Pay Credit as a Percentage of
Compensation for the Plan Year |
|
|
Fewer than 5
|
| |
4%
|
|
|
At least 5 but fewer than 10
|
| |
5%
|
|
|
At least 10 but fewer than 15
|
| |
6%
|
|
|
At least 15
|
| |
7%
|
|
Name
|
| |
Executive
Contributions in Last FY(1) ($) |
| |
Registrant
Contributions in Last FY(2) ($) |
| |
Aggregate
Earnings in Last FY(3) ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE(4) ($) |
|
W. Anthony Will
|
| |
59,700
|
| |
59,700
|
| |
425,482
|
| |
—
|
| |
2,938,049
|
|
Christopher D. Bohn
|
| |
221,300
|
| |
21,300
|
| |
(189,437)
|
| |
—
|
| |
1,277,648
|
|
Douglas C. Barnard
|
| |
16,800
|
| |
16,800
|
| |
(262,969)
|
| |
—
|
| |
1,170,919
|
|
Bert A. Frost
|
| |
170,100
|
| |
20,100
|
| |
(215,315)
|
| |
—
|
| |
1,185,438
|
|
Susan L. Menzel
|
| |
14,700
|
| |
14,700
|
| |
(26,012)
|
| |
—
|
| |
145,869
|
|
Name
|
| |
Executive
Contributions in 2020 ($) |
| |
Registrant
Contributions in 2020 ($) |
| |
Executive
Contributions in 2021 ($) |
| |
Registrant
Contributions in 2021 ($) |
|
W. Anthony Will
|
| |
57,739
|
| |
57,739
|
| |
57,600
|
| |
57,600
|
|
Christopher D. Bohn
|
| |
165,074
|
| |
20,360
|
| |
129,648
|
| |
20,100
|
|
Douglas C. Barnard
|
| |
16,760
|
| |
16,760
|
| |
17,102
|
| |
17,102
|
|
Bert A. Frost
|
| |
135,665
|
| |
20,360
|
| |
102,261
|
| |
20,100
|
|
Susan L. Menzel
|
| |
14,400
|
| |
14,400
|
| |
14,100
|
| |
14,100
|
|
Name
|
| |
Severance
Amount(1) ($) |
| |
Defined
Benefit Pension Plan Enhancement(2) ($) |
| |
Retirement
Savings Plan Enhancement(3) ($) |
| |
Early
Vesting of RSUs and PRSUs(4) ($) |
| |
Other
Change in Control Benefits(5) ($) |
| |
Estimated
Excise Tax Gross Up(6) ($) |
| |
Total
($) |
|
W. Anthony Will
|
| |
10,920,000
|
| |
273,000
|
| |
234,000
|
| |
28,682,495
|
| |
102,124
|
| |
N/A
|
| |
40,211,619
|
|
Christopher D. Bohn
|
| |
2,904,000
|
| |
85,800
|
| |
79,200
|
| |
6,837,300
|
| |
79,049
|
| |
N/A
|
| |
9,985,349
|
|
Douglas C. Barnard
|
| |
2,574,000
|
| |
—
|
| |
70,200
|
| |
5,453,737
|
| |
66,950
|
| |
—
|
| |
8,164,887
|
|
Bert A. Frost
|
| |
2,816,000
|
| |
—
|
| |
76,800
|
| |
6,972,257
|
| |
78,401
|
| |
—
|
| |
9,943,458
|
|
Susan L. Menzel
|
| |
2,420,000
|
| |
55,000
|
| |
66,000
|
| |
4,274,314
|
| |
65,614
|
| |
N/A
|
| |
6,880,928
|
|
Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(1)(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(4) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income(6) ($, in millions) | | | EBITDA ($, in millions) | | |||
| Total Shareholder Return ($) | | | Peer Group Total Shareholder Return(5) ($) | | ||||||||||||||||||||
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Year | | | Summary Compensation Table Total ($) | | | Minus: Change in Pension Value and Nonqualified Deferred Compensation 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 ($) | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | | | Compensation Actually Paid ($) | |
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | | | | | | | | | | | | | | | | ( | | | ( | | | | |
Year | | | Summary Compensation Table Total ($) | | | Minus: Change in Pension Value and Nonqualified Deferred Compensation 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 ($) | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | | | Compensation Actually Paid ($) | |
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | | | | | | | | | | | | | | | | ( | | | ( | | | | |
| Metric | | | Alignment | |
| | | | Adjusted EBITDA is a cornerstone of our annual short-term incentive program. It is the primary metric by which we measure our profitability and by which investors measure our performance. | |
| | | | Our PRSU awards are subject to three-year vesting criteria based on RONA over three one-year periods. RONA is correlated with long-term total shareholder return and is viewed as an indicator of the results of management’s operating decisions. | |
| | | | Our PRSU awards have a modifier pursuant to which the number of shares earned based on RONA may be increased or decreased by up to 20% based on our three-year TSR as compared to threshold, target and maximum levels of performance. Use of TSR as a performance measure establishes a clear linkage between executive incentives and shareholder value creation. | |
| | |
2022
|
| |
2021
|
|
Audit Fees(1)
|
| |
$4,999,000
|
| |
$4,299,123
|
|
Audit-Related Fees
|
| |
—
|
| |
—
|
|
Tax Fees
|
| |
—
|
| |
—
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
Total
|
| |
$4,999,000
|
| |
$4,299,123
|
|
| | |
Year ended
December 31, 2022 |
| |||
| | |
(in millions)
|
| |||
Net earnings
|
| | | $ | 3,937 | | |
Less: Net earnings attributable to noncontrolling interest
|
| | | | (591) | | |
Net earnings attributable to common stockholders
|
| | | | 3,346 | | |
Interest expense — net
|
| | | | 279 | | |
Income tax provision
|
| | | | 1,158 | | |
Depreciation and amortization
|
| | | | 850 | | |
Less other adjustments:
|
| | | | | | |
Depreciation and amortization in noncontrolling interest
|
| | | | (87) | | |
Loan fee amortization(1)
|
| | | | (4) | | |
EBITDA
|
| | | | 5,542 | | |
Unrealized net mark-to-market loss on natural gas derivatives
|
| | | | 41 | | |
Loss on foreign currency transactions, including intercompany
loans |
| | | | 28 | | |
U.K. long-lived and intangible asset impairment
|
| | | | 239 | | |
U.K. operations restructuring
|
| | | | 19 | | |
Unrealized gain on embedded derivative liability
|
| | | | (14) | | |
Pension settlement loss and curtailment gains — net
|
| | | | 17 | | |
Loss on debt extinguishment
|
| | | | 8 | | |
Total adjustments
|
| | | | 338 | | |
Adjusted EBITDA
|
| | | $ | 5,880 | | |
| | |
Year ended
December 31, 2022 |
| |||
| | |
(in millions)
|
| |||
Net cash provided by operating activities(1)
|
| | | $ | 3,855 | | |
Capital expenditures
|
| | | | (453) | | |
Distributions to noncontrolling interest
|
| | | | (619) | | |
Free cash flow(1)
|
| | | $ | 2,783 | | |