Use these links to rapidly review the document
Table of Contents
TABLE OF CONTENTS

Table of Contents

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ý
Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

    CF Industries Holdings, Inc.

(Name of Registrant as Specified In Its Charter)
   

 

 



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

1)

 

Title of each class of securities to which transaction applies:
        
 
    2)   Aggregate number of securities to which transaction applies:
        
 
    3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    4)   Proposed maximum aggregate value of transaction:
        
 
    5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

1)

 

Amount Previously Paid:
        
 
    2)   Form, Schedule or Registration Statement No.:
        
 
    3)   Filing Party:
        
 
    4)   Date Filed:
        
 

Table of Contents

Proxy Statement


2020 Annual Meeting of
Shareholders



LOGO


Table of Contents

LOGO

April 8, 2020

To Our Shareholders:

On behalf of your board of directors, it is our privilege to invite you to attend the 2020 annual meeting of shareholders of CF Industries Holdings, Inc. The annual meeting will be held on Wednesday, May 20, 2020. At the annual meeting, shareholders will vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement and any other business matters properly brought before the annual meeting. Additionally, we will review our corporate performance in 2019 and discuss our strategy and our vision for the future. Whether or not you are able to attend the meeting, we encourage you to read the enclosed materials and submit your proxy.

Creating Long-Term Shareholder Value

Our corporate vision is to be a leading chemical company that delivers superior shareholder returns over the cycle. In support of that vision, our strategy is to leverage our core capabilities to drive business results that create long-term value for our shareholders. At the heart of our strategy is the CF team. During 2019, these 3,000 individuals set company records for quarterly sales volumes and ammonia production. Most importantly, we also set a new record for safety performance, achieving our lowest ever Recordable Injury Rate (RIR). This was accomplished against a backdrop of record flooding that greatly delayed the spring fertilizer application season and disrupted transportation networks in the United States. We are extremely proud of each of our employees and their commitment and dedication to "Do It Right!" every day.

Our dedication to operational excellence has driven strong financial results and significant free cash flow, with $1.5 billion of cash from operations and $915 million in free cash flow(1) generated in 2019 alone. We have taken a balanced approach to capital allocation, which has prudently positioned the company for the long-term. Since 2017, we have reduced our outstanding debt by $1.85 billion – including the redemption of $750 million in debt in 2019 – substantially reducing our annual fixed charges. Over that same period, we have also returned more than $1.6 billion to shareholders through share-repurchases and dividend payments. We believe our strong balance sheet combined with our superior cash generation provides substantial long-term capital flexibility through the cycle.

The CF team executed our strategy extremely well, and it shows in our results. Since 2017, we have a Total Shareholder Return (TSR) of 66 percent, significantly better than our fertilizer peer group index and also better than the S&P 500. Our company TSR is also substantially better than our fertilizer peer group index over all relevant time periods: 1, 3, 5, 7 and 10 years. Our strategy, executed well, has clearly delivered against our vision: superior shareholder returns over the cycle.

   


(1)
Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interests. See Appendix A for a reconciliation of free cash flow to the most directly comparable GAAP measure.

Table of Contents

Increased Focus on Environmental, Social and Governance Issues

We recognize that continuing to build on our strong track record of creating long-term shareholder value requires enhanced focus not only on our operational excellence and corporate stewardship, but also on our longstanding commitment to a sustainable world. As a member of the Business Roundtable and a signatory to the Statement on the Purpose of a Corporation issued by that organization, we take our commitments and obligations to our broader stakeholders very seriously.

    We are good corporate citizens, specifically contributing to 11 of the UN Sustainable Development Goals. We have also made significant investments in our assets to improve energy efficiency and reduce GHG emission intensity. In 2020, we will be setting specific sustainability goals that we will track and report progress against in subsequent periods. We invite you to learn more about the positive impact we have on global sustainability at https://www.cfindustries.com/sustainability-at-cf-industries.

    We are proud of the critical role we play in helping to feed the world, responsibly, ethically, and sustainably. Fertilizer is responsible for helping to grow about half of the global food supply which means it is critical to sustaining life for billions of people. It is also critical to the sustainability of the planet because fertilizer increases yield per acre, which means less acres are required to feed the world's population, preserving carbon-sequestering forests.

    We are good neighbors, and give back in the over 30 local communities where we have operations, by: providing educational assistance and scholarship funds; enhancing safety through training and donations of equipment to first responders; and through support and donations to local United Way and Red Cross programs. For more information about our charitable giving, see: https://www.cfindustries.com/reports.

    We care deeply about the wellbeing of our employees who together make these significant accomplishments possible through their dedication and efforts. We provide our employees competitive pay with full benefits, along with challenging and rewarding career opportunities within a safe operating environment. Our pay and benefits practices are evidenced by our company having a CEO Pay Ratio of 73:1, in the lowest 10% of the S&P 500. Our safety record (RIR: 0.48) is significantly better than the US Chemical Industry and the global fertilizer industry. We offer our employees an engaging, interactive well-being program that is focused on the 'whole person' and personalized based on each participant's own interests and goals. We strive to be the employer of choice in each of the communities in which we operate.

We believe transparency is critical as we seek to maximize the benefits of fertilizer while minimizing its impact on the environment in the years ahead. For the first time, we are publishing our sustainability report at the same time as our financial reports, reflecting our internal emphasis on both dimensions. Our sustainability reporting includes our Global Reporting Initiative (GRI) report, in which we report on a comprehensive basis and cover nearly all GRI indicators for each issue. Additionally, we will begin reporting using the Sustainability Accounting Standards Board (SASB) framework for the chemicals industry this year.

A Strong Future Ahead

As we write this, the spread of coronavirus disease 2019 (COVID-19) has been declared a pandemic by the World Health Organization and is severely affecting economies around the world. CF's focus has been protecting the health and well-being of our employees and everyone whose lives we touch.

Agriculture and fertilizer production are key parts of the food supply chain and, in response to the COVID-19 pandemic, have been designated as "essential," and a part of the U.S.


Table of Contents

"critical infrastructure," with a similar designation in the UK. This is for a very simple reason: in times of crisis, availability of food becomes of paramount importance. We serve a vital role in the process that provides food to people and helps to keep peace and order in our society. By protecting our people, we are doing our best to mitigate its impact on our operations and ensure that our vital contribution to feeding the world continues.

Finally, we want to recognize John Johnson, who is retiring from the board of directors this year. For the last 20 years, John has brought tremendous leadership, unparalleled insight and a steady voice to the board. He played a critical role in building the company we are today and shepherded CF into the modern era as the last chairman of the board before CF became a publicly traded company in 2005. We are grateful for his service and commitment to the company and our shareholders and wish him all the best in his retirement.

CF Industries is a strong company and positioned well for the future. We look forward to reviewing what we have achieved and the opportunities ahead at the annual meeting. Thank you for your continued trust in CF Industries and we hope to see you on May 20, 2020.

Sincerely,

GRAPHIC   GRAPHIC

                                                                                         Stephen A. Furbacher

 

W. Anthony Will
Chairman of the Board   President and Chief Executive Officer

Table of Contents

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time:   Wednesday, May 20, 2020, at 10:00 a.m., local time

Place:

 

Marriott Suites Deerfield
2 Parkway North
Deerfield, Illinois 60015

Items of Business:

 

At the Annual Meeting, shareholders will be asked to:
    1.   Elect the eleven directors named in this Proxy Statement;
    2.   Consider and approve an advisory resolution regarding the compensation of our named executive officers;
    3.   Ratify the selection of KPMG LLP as our independent registered public accounting firm for 2020;
    4.   Act upon one shareholder proposal regarding the right to act by written consent, if properly presented at the Annual Meeting; and
    5.   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 27, 2020

Internet Availability of Proxy Materials

 

Important Notice Regarding the Availability of Proxy Materials for the 2020Annual Meeting of Shareholders to be held on Wednesday, May 20, 2020: Our Proxy Statement and 2019 Annual Report are available free of charge at www.proxyvote.com.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements in advance of the Annual Meeting, and details on how to participate will be issued by press release available on our website at https://www.cfindustries.com and filed with the Securities and Exchange Commission.

Your vote is important. Please vote your shares promptly so that your shares will be represented whether or not you attend the Annual Meeting. To vote your shares, you may use the Internet as described on your Notice of Internet Availability of Proxy Materials and proxy card, call the toll-free telephone number listed on your proxy card or complete, sign, date, and return your proxy card.

By order of the board of directors,

GRAPHIC

Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary
April 8, 2020


Table of Contents

Table of Contents

PROXY STATEMENT SUMMARY

  1

PROPOSAL 1: ELECTION OF DIRECTORS

 

10

Director Nominees

  10

Director Succession Planning and Nomination Process

  10

Criteria for Board Membership

  13

Board Recommendation

  16

Director Nominee Biographies

  17

CORPORATE GOVERNANCE

 

23

Corporate Governance Guidelines

  23

Director Independence

  23

Leadership of the Board

  23

Committees of the Board

  25

Attendance of Directors at Meetings

  26

Board Oversight of Strategy and Risk Management

  26

Beyond the Boardroom

  28

Shareholder Engagement

  29

Communications with Directors

  29

Corporate Responsibility and Sustainability

  29

Director Compensation

  32

COMMON STOCK OWNERSHIP

 

34

Common Stock Ownership of Certain Beneficial Owners

  34

Common Stock Ownership of Directors and Management

  36

POLICY REGARDING RELATED PERSON TRANSACTIONS

 

37

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS ("SAY ON PAY")

 

39

EXECUTIVE OFFICERS

  40

COMPENSATION DISCUSSION AND ANALYSIS

 

42

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT

 

78

EXECUTIVE COMPENSATION

 

79

PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR FOR 2020

 

96

Board Recommendation

  96

Audit and Non-Audit Fees

  96

Pre-Approval of Audit and Non-Audit Services

  97

Auditor Independence

  97

AUDIT COMMITTEE REPORT

 

99

PROPOSAL 4: SHAREHOLDER PROPOSAL REGARDING THE RIGHT TO ACT BY WRITTEN CONSENT

 

100

The Board's Statement in Opposition

  101

ANNUAL MEETING INFORMATION

 

103

Questions and Answers about the Annual Meeting and Voting

  103

Important Additional Information

  107

Deadlines for Submission of Future Shareholder Proposals, Shareholder Nominated Director Candidates and Other Business of Shareholders

  107

OTHER MATTERS

 

108

APPENDIX A: NON-GAAP RECONCILIATION

 

A-1


Table of Contents

PROXY STATEMENT SUMMARY

This summary provides certain key information about CF Industries' business and strategy and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. These proxy materials were first sent or made available to shareholders on or about April 8, 2020.

2020 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

Date and Time:   Wednesday, May 20, 2020, at 10:00 a.m. (local time)
Place:   Marriott Suites Deerfield
2 Parkway North
Deerfield, Illinois 60015
Record Date:   March 27, 2020

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements in advance of the Annual Meeting, and details on how to participate will be issued by press release available on our website at https://www.cfindustries.com and filed with the Securities and Exchange Commission.

VOTING MATTERS

Proposals
  Board
Recommendation
 
  Page
Number for
Additional
Information
 
1.   Election of Directors   FOR   10
2.   Advisory Vote on Executive Compensation ("Say on Pay")   FOR   39
3.   Ratification of Selection of Independent Auditor for 2020   FOR   96
4.   Shareholder Proposal Regarding the Right to Act by Written Consent, if properly presented at the Annual Meeting   AGAINST   100

OUR BUSINESS

CF Industries is a leading global fertilizer and chemical company with outstanding operational capabilities and a cost-advantaged production and distribution platform. Our 3,000 employees operate world-class manufacturing complexes in Canada, the United Kingdom and the United States. Our customers include both agricultural and industrial users of our products. Our principal nitrogen products are ammonia, granular urea, urea ammonium nitrate solution, and ammonium nitrate. We also manufacture diesel exhaust fluid, urea liquor, nitric acid, and aqua ammonia, which are sold primarily to industrial customers, and compound fertilizer products, which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium. We serve our customers in North America through an unparalleled production, storage, transportation and distribution network. We also reach a global customer base with exports from our Donaldsonville, Louisiana, plant, the world's largest and most flexible nitrogen complex. Additionally, we move product to international destinations from our Verdigris, Oklahoma, facility, our Yazoo City, Mississippi, facility, our Billingham and Ince facilities in the United Kingdom, and a joint venture ammonia facility in the Republic of Trinidad and Tobago in which we own a 50 percent interest.

For more information on our business, see "Item 1. — Business" and "Item 7. — Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report.

1


Table of Contents

OUR STRATEGY

Our vision, given the cyclical nature of our business, is to deliver superior shareholder returns over the cycle. Our strategy, in support of our vision, is built upon a foundation of distinct core capabilities and core values that we live each and every day. We leverage our capabilities to drive business results that create long-term value for our shareholders. Our strategy is reviewed and endorsed annually by our Board and the Board plays an active role in measuring our ability to execute it successfully.

GRAPHIC

Our Strategy Is Aligned with Our Mission and Corporate Responsibility

Our strategy for creating long-term shareholder value is directly aligned with our mission: We feed the crops that feed the world and produce the building blocks for a better life, and we do so efficiently, safely, and sustainably. Fertilizer is responsible for helping to grow the crops that comprise about half of the world's food supply, which makes life possible for billions of people. Fertilizer also supports sustainable food production because it increases yield per acre, which means farmers need less land to grow the food the world's population needs to survive. By increasing crop yields, we help limit the conversion of carbon-sequestering forests into farmland. We also manufacture products that reduce greenhouse gas emissions from industrial processes. In addition, our diesel exhaust fluid product helps reduce nitrous oxide emissions of heavy-duty trucks and marine vessels. For further discussion of our corporate responsibility and sustainability practices, see "Corporate Governance — Corporate Responsibility and Sustainability."

Manufacturing chemical products responsibly requires a focus on safety. At CF Industries, safety is more than just a requirement — it is a point of pride and ingrained in our corporate culture and values. This commitment is illustrated by our industry leading safety statistics. At CF Industries, we believe that our strong safety record is a result of our focus on behavioral safety practices. During 2018 and 2019, we further demonstrated our commitment to

2


Table of Contents

operational excellence and safety by incorporating an operational metric into our annual incentive plan which was based on our achievement of ammonia production goals, subject to first achieving a gating level of performance on behavioral safety practices. See "Compensation Discussion and Analysis" for further information.

Strong Shareholder Returns Over the Cycle

We firmly believe that, due to the cyclical nature of the commodity chemical industry in which we operate, it is important to view performance over a longer time horizon than just one year. Our execution of initiatives aligned with our strategy helped us achieve our vision — delivering superior shareholder returns over the cycle. The following table shows the cumulative total shareholder return, assuming the reinvestment of dividends, for our common stock and a peer group index for the 1, 3, 5, 7, and 10-year periods ended December 31, 2019.


Total Shareholder Return (TSR)

GRAPHIC

Each of the peer group companies was a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are:

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

*
Agrium, Inc. (Agrium) and Potash Corporation of Saskatchewan Inc. (Potash Corp) are included in the peer group companies from December 31, 2009 through December 31, 2017. On January 2, 2018, Agrium and Potash Corp completed a merger of equals transaction to form Nutrien, Ltd. The cumulative investment in each of Agrium and Potash Corp, assuming dividend reinvestments up to December 31, 2017, was converted into shares of Nutrien, Ltd. on January 2, 2018 using the exchange ratio in the merger of equals transaction consummated on that date. Nutrien, Ltd. was included in the peer group companies for the period from January 2, 2018 through December 31, 2019.

**
CVR Partners LP and OCI N.V. were excluded from the calculation of the 10-year total shareholder return because they each had less than 10-years of trading history.

For purposes of calculating the TSR of CF Industries and the peer group index for the 1, 3, 5, 7, and 10-year periods ending December 31, 2019, 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. The returns of the peer group companies were weighted according to their respective market capitalizations as of the date used to establish the beginning stock price. For Yara International ASA, Incitec Pivot Limited and OCI N.V., we used their respective home exchange stock prices, converted into U.S. dollars for TSR calculation purposes.

3


Table of Contents

2019 PERFORMANCE HIGHLIGHTS

Operating Results

    Net Earnings
Attributable to
Common Stockholders
      Earnings Per
Diluted Share
      EBITDA(1)       Net Cash Provided by
Operating Activities
   
   
$493 Million
     
$2.23
     
$1.6 Billion
     
$1.5 Billion
   

Annual Incentive Plan Performance Metrics

    Adjusted EBITDA(2)       Behavioral Safety
Gate Threshold
      Gross Ammonia
Production
   
   
$1.6 Billion
     
Achieved
98.7%
     
10.2 Million Tons
   
    Target: $1.4 Billion       Threshold: ³ 95%(3)       Target: 10.0 Million Tons    

When setting performance levels for the short-term incentive program, the compensation and management development committee considers the previous year's financial performance, market trends and the company's annual business plan. Actual results in 2019 exceeded the company's plan as product prices improved more than anticipated — contributing to higher revenue and margins. During 2019, we also exceeded our production goals in part due to our best-in-class operational capabilities that enable us to produce more product than other comparable manufacturers. At the same time, the cost of our principal feedstock, natural gas, declined compared to the prior year and much more than the market expectations reflected in forward market curves when setting our annual business plan. This combination of a more advantageous pricing environment, lower natural gas cost, and efficient production contributed to the above-target financial results, and, therefore, an above-target payout for the annual incentive program.

Additionally, the company continued to deliver against its strategic priorities and create long-term shareholder value.

    Safety       As of December 31, 2019, the company's 12-month rolling average recordable incident rate was 0.48 incidents per 200,000 work hours – an industry leading result    
    Operational Excellence       Long-term asset utilization-and-production is approximately 12 percent higher than the average utilization rate of our North American competitors    
    Efficiency       SG&A costs as a percent of sales remain among the lowest in both the chemicals and fertilizer industries    
    Return to Shareholders       Returned $602 million to shareholders through $337 million in share repurchases and $265 million in dividend payments    
    Reduced Debt and Fixed Charges       During 2019, we retired $750 million of outstanding indebtedness, reducing annual cash interest expense in 2020 by $44 million compared to 2019    

    (1)         EBITDA is defined as net earnings attributable to common stockholders plus interest expense-net, income taxes and depreciation and amortization. See Appendix A for a reconciliation of EBITDA to the most directly comparable GAAP measure.

    (2)         See "Compensation Discussion and Analysis – Compensation Discussion and Analysis: In Detail – Key Elements of NEO Compensation Program – Our Metrics Defined" for the definition of Adjusted EBITDA for purposes of our annual incentive plan.

    (3)         The Secondary Metric, Tons of Ammonia Produced, has a behavioral safety gate threshold. If at least 95% of the aggregated safety grades of all employees at manufacturing sites were a "B" 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 Secondary Metric.

4


Table of Contents

OUR DIRECTOR NOMINEES

Our corporate governance and nominating committee regularly reviews the overall composition of our 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.

GRAPHIC


(1)
AC = Audit Committee

CC = Compensation and Management Development Committee

GC = Corporate Governance and Nominating Committee

   C = Committee Chair

5


Table of Contents

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Highlights of our governance practices include:

        Governance Practice

  For More Information
           
   
Board Structure
and Governance


 

All of director nominees are independent, except for our CEO. All of our standing Board committees are 100 percent independent.

We have an independent Chairman of the Board and separate Chief Executive Officer.

Our directors are elected annually based on a majority voting standard for uncontested elections. We have a resignation policy if a director fails 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 2019.

Our non-management directors meet in executive session, without management present, following 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 Chairman 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.

Board plays an active role in reviewing and approving our strategy, and in measuring our ability to execute it successfully.

Diligent Board oversight of risk management, including climate change, is a cornerstone of the company's risk management program.

Board has an integral oversight role in human capital management and engages with senior management on a broad range of topics including culture, talent development, compensation, employee recruiting and retention, and diversity and inclusion.

      P. 23-25

P. 23-24

P. 10



P. 26

P. 24

P. 24

P. 10-12

P. 13

P. 26-27

P. 26-28

P. 27-28

   
   
   
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. 75-76

P. 77

P. 76-77

   
   
   
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 Corporate Sustainability Report, including our values and "Do It Right" culture, our commitment to our stakeholders and communities, and 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. 29-30

www.cfindustries.com/ sustainability-at-cf-industries

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. Our Board has adopted a policy whereby any rights plan adopted without shareholder approval must be submitted to shareholders for ratification, or the plan must expire, within one year of such adoption.

Our shareholders 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. 12; Bylaws






Bylaws

Charter and Bylaws

   
   

6


Table of Contents

SHAREHOLDER ENGAGEMENT

We believe that building positive relationships with our shareholders is critical to CF Industries' success. We value the views of, and regularly communicate with, our shareholders on a variety of topics, such as our financial performance, corporate governance, executive compensation, and related matters. Management shares the feedback received from shareholders with the Board. Our chairman, our committee chairs, and other members of the Board may also be available to participate in meetings with shareholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters.

We conduct shareholder outreach campaigns in the spring and in the fall. Our engagements in the spring are primarily focused on ballot items on which shareholders will vote at our annual meeting. Our engagements in the fall generally focus on voting outcomes from our prior annual meeting – including direct shareholder feedback on how they voted on ballot items – as well as potential corporate governance or executive compensation changes the Board and its committees are considering. The fall engagement also presents an opportunity to discuss with shareholders developments in their methodologies and analyses and potential future areas of focus.

GRAPHIC

In the first half of 2019 leading up to our 2019 annual meeting, we contacted shareholders comprising approximately 75% of our outstanding shares to invite them to speak with members of our senior management and the chair of our compensation and management development committee. Combined, management and our compensation and management development committee chair met with shareholders representing approximately 23% of our outstanding shares in advance of our 2019 annual meeting, discussing with these shareholders the ballot items on which shareholders would be voting at our 2019 annual meeting, in particular our 2018 executive compensation program and the say-on-pay vote, and other governance focused matters.

During the second half of 2019 following our 2019 annual meeting, we contacted shareholders comprising approximately 75% of our outstanding shares inviting them to speak with members of our senior management. Combined, management and our compensation and management development committee chair held meetings with shareholders accounting for 42% of our outstanding shares, discussing with these shareholders the voting outcome from our 2019 annual meeting as well as general governance, compensation, corporate responsibility and sustainability matters.

7


Table of Contents

COMPENSATION PROGRAM HIGHLIGHTS

Our executive compensation practices are overseen and administered by the compensation and management development committee, which is comprised 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. 54    
   
   
Key Elements of
Compensation Program


  Salary   Paid in line with individual performance and contribution to company goals and aligned to competitive market data       P. 55,59    
   
        Annual Cash Incentives   The amount of the actual incentive earned is determined based on our level of achievement of two performance metrics:

75%: level of achievement of Adjusted EBITDA* (Primary Metric)

25%: level of achievement of ammonia production goals, subject to first achieving a gating level of performance on behavioral safety practices (Secondary Metric)

      P. 55, 59-65    
   
        Long-Term Equity Incentives   A specified cash value amount is split among two different equity award types:

60%: 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%: RSUs (3-year ratable vesting)

      P. 55, 65-69    
   
   
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 comprised of 17 companies in related industries, and the overall general industry market data.       P. 57    
   
        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. 55-58,

60-64,

66-71

   
   
   
Leading Compensation
Governance Practices


  Our leading compensation governance practices include:

Strong pay-for-performance alignment

Robust clawback policy covering incentive awards

Stock ownership guidelines

Performance metrics that align executive interests with interests of shareholders

A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity

    

No employment agreements

No repriced stock options

Minimal perquisites

Executive officers are prohibited from hedging or pledging our stock

No new excise tax gross-ups after 2011 (CEO, CFO and SVP-HR have no such gross-up)

   
   
*
For the definitions of Adjusted EBITDA and RONA, see "Compensation Discussion and Analysis – Compensation Discussion and Analysis: In Detail – Key Elements of NEO Compensation Program – Our Metrics Defined."

8


Table of Contents

2019 Target Total Compensation

The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based – with direct ties to the Company and individual employee performance. The significant majority of the target compensation of each named executive officer ("NEO") is at-risk based on company performance.

The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for our other named executive officers for 2019:

GRAPHIC

AIP: Annual Incentive Plan (annual bonus), cash settled

LTIP: Long-Term Incentive Plan, denominated in equity

9


Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

Our directors are elected each year for one-year terms expiring at the next annual meeting of shareholders. The Board has nominated the eleven directors named in this Proxy Statement for re-election at the 2020 Annual Meeting. John D. Johnson will retire from the Board effective as of the date of the 2020 Annual Meeting and will not stand for re-election. Each director elected at the 2020 Annual Meeting will serve a one-year term and until his or her successor is duly elected and qualified.

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 otherwise instructed, we will vote all proxies we receive FOR the directors listed below.

Majority Vote Standard for Election of Directors

Our directors are elected by a majority of the votes cast in uncontested elections (the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that director nominee). An "uncontested election of directors" means an election of directors in which, as of the date that is fourteen days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission ("SEC"), the number of nominees for election does not exceed the number of directors to be elected by the shareholders at that election. In a contested election (a situation where the number of nominees for election exceeds the number of directors to be elected), the standard for election would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

Director Resignation Policy

In accordance with procedures set forth in the company's corporate governance guidelines, any incumbent director (including the eleven nominees standing for election at the Annual Meeting) who fails to receive a majority of votes cast in an uncontested election will be required to tender his or her resignation for consideration by the company's corporate governance and nominating committee. The corporate governance and nominating committee will consider the resignation and, within 45 days following the date of the applicable annual meeting, make a recommendation to the Board concerning the acceptance or rejection of the resignation. The Board will then take formal action on the corporate governance and nominating committee's recommendation no later than 90 days following the date of the annual meeting. Following the Board's decision on the committee's recommendation, we will publicly disclose the Board's decision, together with an explanation of the process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation.

DIRECTOR SUCCESSION PLANNING AND NOMINATION PROCESS

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders. The corporate governance and nominating committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership.

10


Table of Contents

Regular Assessment of our Board Composition and Succession Planning

The chairman of the board and chair of the corporate governance and nominating committee lead an active process to regularly review the overall composition of the Board and each Board committee and assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that are relevant to CF Industries' current and future global strategy, business, and governance. Board composition and succession planning is a standing item on the calendar for corporate governance and nominating committee meetings each year. The review process incorporates the results of the annual Board and committee performance and skills self-assessment processes described under the heading "Corporate Governance — Annual Board and Committee Self-Evaluations and Director Peer Evaluations" in assessing and determining whether any gaps in experience, qualifications, attributes, and skills exist and the characteristics and critical skills required of prospective candidates for election to the Board.

In order to maintain a Board with an appropriate mix of experience and qualifications and to permit time for orientation, the succession planning process generally considers the development of the Board over the next five year time horizon. In the case of an anticipated change in the composition of the Board, whether as a result of a retirement consistent with our general aged-based retirement policy described below or otherwise, the Board generally prefers to recruit and add new directors such that there is time for the new directors to learn in detail our strategy, business, and governance sufficiently in advance of expected departures. The Board has also concluded that the appropriate number of directors is generally no fewer than eight nor more than twelve. The Board believes this range permits diversity of experience without hindering effective discussion or diminishing individual accountability. Therefore, the Board attempts to coordinate director additions and departures to maintain this size while allowing orientation time for new members as discussed above. Consistent with this process, the Board has added six new independent members over the past six years (Ms. Wagler in 2014, Ms. Noonan in 2015, Messrs. Eaves and Toelle in 2017, and Messrs. Ahmed and White in 2018), and three independent directors will retire or have retired over the past three years (Mr. John D. Johnson will retire as of the date of the 2020 annual meeting and Messrs. Robert G. Kuhbach and Edward A. Schmitt retired in 2018). Given our general aged-based retirement policy described below, in addition to Mr. Johnson, at least two more of our current directors are expected to retire within the next three years. In order to coordinate this refreshment in accordance with the Board's intention to allow orientation time for new directors while maintaining the benefit of departing director's experience, the Board expects these additional two current directors will retire over the course of the next two annual meetings.

Identifying and Evaluating Candidates for Director

The corporate governance and nominating committee generally identifies potential nominees by engaging third party search firms that specialize in identifying director candidates. Current directors and executive officers may also notify the committee if they become aware of potential candidates, and the committee refers such persons to the third party search firm to first evaluate whether the candidate meets the criteria for Board membership discussed below. The committee will also consider candidates recommended by shareholders as described below.

Once a person has been identified by the corporate governance and nominating committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the corporate governance and nominating committee determines that the candidate warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on

11


Table of Contents

the Board, the corporate governance and nominating committee will request information from the candidate, review the person's accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate's accomplishments. The committee's evaluation process will not vary based on whether or not a candidate is recommended by a shareholder, although, as stated below, the committee may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

Recent Director Searches

As a result of our active succession planning and candidate evaluation processes, directors Ahmed, Eaves, Noonan, Toelle, Wagler and White were identified as candidates and added to the Board over the last six years. Each of these independent directors brings important skills and experience to our company that have further strengthened and complemented our Board. Each of these six individuals was recommended for consideration to the corporate governance and nominating committee by a third party search firm, and none of these six individuals was known to our chairman of the board or chief executive officer prior to the candidate evaluation process.

Shareholder Recommendations of Director Candidates

The corporate governance and nominating committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, the committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the committee, a shareholder must submit the recommendation in writing and include the following information:

the name of the shareholder and evidence of the person's ownership of our stock, including the number of shares owned and the length of time of ownership; and

the name of the candidate, the candidate's resume or a listing of his or her qualifications to be a director of CF Industries, and the person's consent to be named as a director if selected by the committee and nominated by the Board.

The shareholder recommendation and information described above must be sent c/o the corporate secretary to our principal executive offices at the address on the Notice of Annual Meeting accompanying this Proxy Statement and must be received by the corporate secretary not less than 120 days prior to the anniversary date of our most recent annual meeting of shareholders.

Proxy Access

Our bylaws allow eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates. Subject to applicable procedural and other requirements under our bylaws, the proxy access provisions of our bylaws permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to nominate and include in our proxy materials director nominees constituting not more than 25% of the number of the directors in office at the time of the nomination.

12


Table of Contents

CRITERIA FOR BOARD MEMBERSHIP

Director Qualifications and Attributes

The corporate governance and nominating committee takes into consideration a number of factors and criteria in reviewing candidates for potential nomination to the Board. The corporate governance and nominating committee believes that the minimum qualifications for serving as a director of CF Industries are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of our business and affairs and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

In addition, the committee will examine a candidate's specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, material relationships with CF Industries, and independence from management and the company.

Diversity

Our corporate governance guidelines and corporate governance and nominating committee charter reflect the intention of the Board that the board of directors represent a diversity of backgrounds. In accordance with the corporate governance and nominating committee charter and our corporate governance guidelines, the corporate governance and nominating committee considers diversity in identifying nominees for director, including personal characteristics such as race, gender and age, and the experiences and skills relevant to the Board's performance of its responsibilities in the oversight of the company. In furtherance of this objective, the corporate governance and nominating committee has determined that it will incorporate recruitment protocols that seek to identify candidates in any future director search who meet these diversity characteristics. As discussed above, six new independent directors have joined our Board over the last five years. These directors' experience and skills backgrounds include senior executive leadership (three sitting or retired chief executive officers, a sitting chief financial officer, and a global supply chain executive) and two directors with expertise in agriculture. In terms of personal characteristics, these directors include two women, an African American, and a director of Asian origin who lives in Europe and has dual citizenship in the US and UK.

Retirement Age

As set forth in the company's corporate governance guidelines, it is the general policy of the company that no director having attained the age of 74 years shall be nominated for re-election or reappointment to the Board. However, the Board may determine to waive this policy in individual cases.

Director Tenure

To ensure that the Board maintains an appropriate balance of experience, continuity, and an openness to new ideas and a willingness to critically re-examine the status quo, the corporate governance and nominating committee considers the issue of continuing director tenure in connection with each director nomination recommendation.

Three director nominees, comprising 27% of the nominees, have served more than 10 years and three director nominees, comprising 27% of the nominees, have served between 5 and 10 years. These directors bring a wealth of experience and knowledge concerning CF Industries.

13


Table of Contents

The remaining five director nominees, comprising 46% of the nominees, have joined the Board over the past five years and bring fresh perspective to Board deliberations.

Service on Other Public Company Boards

The company recognizes the substantial time commitments attendant to Board membership and expects that the members of our Board be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, in terms of both preparation for and attendance and participation at meetings. Accordingly, directors should generally not serve on more than three other public company boards. A director who also serves as the chief executive officer or named executive officer of a public company generally should not serve on the board of more than one other public company.

In addition, in recognition of the enhanced time commitments associated with membership on a public company's audit committee, the Board has adopted a policy that no member of the audit committee may serve simultaneously on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the company's audit committee.

14


Table of Contents

Summary of Director Core Competencies

We consider the depth and diversity of experience on our Board a key strength. Our eleven director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience. As discussed under the heading "Corporate Governance — Annual Board and Committee Self-Evaluations and Director Peer Evaluations," the chair of our corporate governance and nominating committee sponsors an annual self-assessment of director skills and experience in which each director ranks the importance of various business experiences, qualifications, attributes, and skills and rates the director's competency level in the skills. The following table summarizes experiences and skills that we have identified as key to our current and future global strategy, business, and governance.


Public Company Governance


 

A deep understanding of the Board's duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests.


Senior Executive Leadership


 

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.


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.


Accounting and Finance Expertise


 

A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Our directors have significant accounting experience and corporate finance expertise.


Industry Focus


 

As one of the world's largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products, we seek directors who are knowledgeable about the chemical, energy, and agriculture industries. These directors help guide the company in assessing trends and external forces in these industries.


International Business


 

Directors with international business experience help us as we develop and grow our international manufacturing operations and global product distribution.


Strategic Initiatives


 

Experience with major strategic initiatives, including mergers and acquisitions, divestitures, joint ventures and partnerships, substantial capital projects, and integration helps our company identify, pursue and consummate the right major initiatives that achieve our strategic objectives and realize synergies and optimal growth.


Risk Management


 

Directors with significant risk oversight and management experience provide valuable insight as we make decisions on our strategic plan.


Environmental & Safety


 

As core values, we put safety first and act as stewards for the environment. We take guidance from our directors who have served in executive or operating positions at industrial manufacturing companies.

15


Table of Contents

The following chart summarizes the competencies represented by our director nominees; the details of each director's competencies are included in each director's biography.

GRAPHIC

GRAPHIC

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 eleven directors named in this Proxy Statement for re-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 eleven 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.

16


Table of Contents

DIRECTOR NOMINEE BIOGRAPHIES

The following is biographical information about each of our director nominees, and 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 our Board. All director nominee biographical information is as of April 8, 2020.


 

 

GRAPHIC






 


 


 

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 and 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 Procter & Gamble before spending five years with Bain & Co.

Qualifications
As the former chief executive officer of Tate & Lyle PLC, Mr. Ahmed brings public company initiative, governance, agriculture and food industry focus, international business, strategic initiative, risk management and environmental and safety expertise to the Board.

Other Public Company Directorships (within the past 5 years)

Tate & Lyle PLC (October 2009 – April 2018)


 

 
       
    Age

60



  Tenure

2



       
       
    CF Committees

Corporate governance and nominating

         
       
    Qualifications

Public Company Governance

CEO

Agriculture and Food Industry

International Business

Strategic Initiatives

Risk Management

Environmental & Safety

         

 


 

 

GRAPHIC






 


 


 

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, Farley Industries, and Grant Thornton, 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, international business, 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)

Actuant Corporation (2000 – Jan. 2017) (Chairman from 2001 – Mar. 2016)


 

 
       
    Age

60



  Tenure

14



          
       
    CF Committees

Audit

Corporate governance and nominating (Chair)

         
       
    Qualifications

Public Company Governance

CEO

Accounting and Finance Expertise

International Business

Strategic Initiatives

Risk Management

         

17


Table of Contents


 

 

GRAPHIC






 


 


 

William Davisson

William Davisson served as chief executive officer of GROWMARK, Inc., a large agricultural cooperative system providing agronomy, energy, facility planning, and logistics products and services, as well as grain marketing and risk management services, in the United States and Canada, from 1998 through 2010. He worked in the GROWMARK system his entire career, from 1970 through 2010, and the positions he held prior to becoming to chief executive officer included chief financial officer and vice president, member services. GROWMARK was an owner of our predecessor company before our initial public offering ("IPO") in August 2005, and GROWMARK remains one of our largest customers. From 1998 to 2005, Mr. Davisson served as a director of our predecessor company and as chairman of its board from 2002 to 2004. Mr. Davisson is a certified public accountant.

Qualifications
As the former chief executive officer and chief financial officer of GROWMARK, Mr. Davisson brings accounting and finance, agriculture industry, strategic initiative and risk management expertise to the Board. Mr. Davisson has a deep understanding of our business, as demonstrated by his more than 20 year association with our company. Mr. Davisson is a certified public accountant with substantial executive experience in risk management and he is an "audit committee financial expert" within the meaning of SEC rules.

Other Public Company Directorships (within the past 5 years)

None


 

 
       
    Age

72



  Tenure

14



       
       
    CF Committees

Audit

         
       
    Qualifications

CEO

Accounting and Finance Expertise

Agriculture Industry

Strategic Initiatives

Risk Management

         

 


 

 

GRAPHIC






 


 


 

John W. Eaves

John W. Eaves has served as president and chief executive officer of Arch Coal, Inc., a top coal producer for the global steel and power generation industries, since 2012 and has been a member of its board of directors since 2006. He has more than 30 years of experience in the coal industry. During his tenure with Arch Coal, 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 Coal 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 Coal 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 Coal's reorganization plan became effective and it emerged from Chapter 11.

Qualifications
As the president and chief executive officer and former chief operating and marketing officer of Arch Coal, Mr. Eaves brings substantial energy industry, operations, strategic initiative, and environmental and safety expertise to the Board. Mr. Eaves has extensive experience in riskmanagement and accounting and finance expertise through his active supervision of those performing financial accounting and reporting at Arch Coal and he is an "audit committee financial expert" within the meaning of SEC rules.

Other Public Company Directorships (within the past 5 years)

Arch Coal (2006 – present)


 

 
       
    Age

62



  Tenure

3



       
       
    CF Committees

Audit

Corporate governance and nominating

         
       
    Qualifications

Public Company Governance

CEO

Operations

Accounting and Finance Expertise

Energy Industry

Strategic Initiatives

Risk Management

Environmental & Safety

         

18


Table of Contents



 

 

GRAPHIC






 


 


 

Stephen A. Furbacher

Stephen A. Furbacher served as president and chief operating officer of Dynegy Inc., a provider of wholesale power, capacity, and ancillary services to utilities, cooperatives, municipalities, and other energy companies, from August 2005 until December 2007. Prior to that, he served as executive vice president of Dynegy's previously owned natural gas liquids business segment, which was engaged in the gathering and processing of natural gas and the fractionation, storage, transportation, and marketing of natural gas liquids, from September 1996 to August 2005. Mr. Furbacher joined Dynegy in May 1996, just prior to Dynegy's acquisition of Chevron's midstream business. Before joining Dynegy, he served as president of Warren Petroleum Company, the natural gas liquids division of Chevron U.S.A. Mr. Furbacher began his career with Chevron in August 1973 and served in positions of increasing responsibility before being named president of Warren Petroleum Company in July 1994. Mr. Furbacher serves as chief executive officer and president of GTBC, LLC, which operates Grand Teton Brewing Company.

Qualifications
Mr. Furbacher brings substantial senior executive leadership, refinery and petro-chemical operations, energy industry, public company governance and strategic initiative expertise to the Board as a result of his leadership positions at Dynegy, Warren Petroleum, and Chevron.

Mr. Furbacher has extensive experience with risk management and environmental and safety matters.

Other Public Company Directorships (within the past 5 years)

None


 

 
       
    Age

72



  Tenure

12



       
       
    Chairman of the Board and Lead Independent Director          
       
    CF Committees

Corporate governance and nominating

         
       
    Qualifications

Public Company Governance

COO

Operations

Energy Industry

Strategic Initiatives

Risk Management

Environmental & Safety

         

 


 

 

GRAPHIC






 


 


 

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 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, international business, strategic initiative, 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 (2001 – 2019)

Crown Holdings Inc. (2019 – Present)


 

 
       
    Age

68



  Tenure

9



       
       
    CF Committees

Audit

Compensation and management development (Chair)

         
       
    Qualifications

Public Company Governance

CEO

Operations

Accounting and Finance Expertise

International Business

Strategic Initiatives

Risk Management

         

19


Table of Contents


 

 

GRAPHIC






 


 


 

Anne P. Noonan

Anne P. Noonan has served as president and chief executive officer and as a director 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, since December 2016. She previously 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. She serves on the boards of the American Chemistry Council and the Greater Cleveland Partnership.

Qualifications
As the president and chief executive officer of OMNOVA Solutions and previous executive operating positions at both OMNOVA Solutions and Chemtura Corp., Ms. Noonan brings public company governance, operations, chemical industry, international business, strategic initiative, and environmental and safety expertise to the Board. Ms. Noonan has extensive experience in risk management and accounting and finance expertise through her active supervision of those performing financial accounting and reporting at OMNOVA Solutions.

Other Public Company Directorships (within the past 5 years)

OMNOVA Solutions (Dec. 2016 – Present)


 

 
       
    Age

56



  Tenure

4



       
       
    CF Committees

Compensation and management development

Corporate governance and nominating

         
       

 

 

Qualifications

Public Company Governance

CEO

Operations

Accounting and Finance Expertise

Chemical Industry

International Business

Strategic Initiatives

Risk Management

Environmental & Safety

 
       

 


 

 

GRAPHIC






 


 


 

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 longtime board member of CHS. 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. He is a member of the National Association of Corporate Directors.

Qualifications
As the owner and operator of a major diversified farming company, a director of Nationwide Mutual Insurance Co. and former chairman and director of CHS, Mr. Toelle brings agricultural industry, operations, strategic initiative, risk management, and environmental and safety expertise to the Board.

Other Public Company Directorships (within the past 5 years)

None


 

 
       
    Age

57



  Tenure

3



       
       
    CF Committees

Compensation and management development

Corporate governance and nominating

         
       
    Qualifications

Operations

Agriculture Industry

Strategic Initiatives

Risk Management

Environmental & Safety

         

20


Table of Contents



 

 

GRAPHIC






 


 


 

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 company-wide safety, human resources, business development and strategy, and two 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, operations, accounting and finance, strategic initiative, risk management and environmental and safety expertise to the Board. 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

49



  Tenure

5



       
       
    CF Committees

Audit (Chair)

         
       
    Qualifications

Public Company Governance

CFO

Operations

Accounting and Finance Expertise

Strategic Initiatives

Risk Management

Environmental & Safety

         

 

 

GRAPHIC






 


 


 

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.

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, international business, strategic initiative, risk management and environmental and safety expertise to the Board.

Other Public Company Directorships (within the past 5 years)

None


 

 
       

 

Age

58



  Tenure

2



       
       
    CF Committees

Compensation and management development

         
       
    Qualifications

Global Chief Supply Chain Officer

Operations

Agriculture Industry

International Business

Strategic Initiatives

Risk Management

Environmental & Safety

         

21


Table of Contents



 

 

GRAPHIC






 


 


 

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. Mr. Will has also served in the comparable officer positions with Terra Nitrogen GP Inc. ("TNGP") as he held with CF Industries from April 2010 to April 2018. TNGP was our indirect, wholly-owned subsidiary and the sole general partner of Terra Nitrogen Company, L.P., a publicly-traded producer of nitrogen fertilizer products. In April 2018, we purchased all of the publicly traded common units of Terra Nitrogen Company, L.P. Mr. Will served as a director of TNGP from June 2010 until February 2016 and as chairman of the board of TNGP from January 2014 to February 2016. 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 Company 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.

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, international business, strategic initiative, and environmental and safety expertise to the Board. Mr. Will has extensive experience in risk management and accounting and finance expertise through his active supervision of those performing those functions at CF Industries.

Other Public Company Directorships (within the past 5 years)

Terra Nitrogen Company, L.P. (2010 – Jan. 2017)
(Chairman from 2001 – Mar. 2016)


 

 
       
    Age

54



  Tenure

6



       
       
    CF Committees

None

         
       
    Qualifications

Public Company Governance

CEO

Operations

Accounting and Finance Expertise

Fertilizer / Chemical Industry

International Business

Strategic Initiatives

Risk Management

Environmental & Safety

         

22


Table of Contents

CORPORATE GOVERNANCE

CF Industries is committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Our corporate governance and nominating committee periodically reviews corporate governance developments and best practices along with our policies and business strategies. The committee advises the Board and management in an effort to strengthen existing governance practices and develop new policies that make CF Industries a better company. We are proud of the steps we have taken and the progress we have made to further strengthen our corporate governance practices and demonstrate our responsiveness to shareholder concerns.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted corporate governance guidelines to document its overall management governance philosophy. According to these guidelines, the business and affairs of CF Industries shall be managed by or under the direction of the Board. The Board's goal is to build long-term value for our shareholders and assure the vitality of the company for our customers and employees and the other individuals and organizations who depend on us. A copy of our corporate governance guidelines is available to shareholders at our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement.

DIRECTOR INDEPENDENCE

The experience and diversity of our directors has been, and continues to be, critical to our success. Our corporate governance guidelines require that the Board be composed of at least a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (the "NYSE"). Additionally, in accordance with NYSE listing standards, the members of our audit, compensation, and corporate governance and nominating committees must be independent. The Board has made an affirmative determination that all eleven of our non-employee directors have no material relationship with CF Industries or any of its subsidiaries (other than being a director and shareholder of CF Industries) and, accordingly, meet the applicable requirements for "independence" set forth in the NYSE's listing standards.

LEADERSHIP OF THE BOARD

Separate Independent Board Chairman and Chief Executive Officer

The Board has determined that the most effective leadership structure is to maintain an independent Board chair role separate from the chief executive officer. In making this determination, the Board takes into account a number of factors, including (1) that separating these positions allows our Board chairman to focus on the Board's role of providing advice to, and independent oversight of, management and (2) the time and effort our chief executive officer needs to devote to the management and operation of CF Industries and the development and implementation of our business strategies. Although our governance documents provide the Board with the flexibility to select the leadership structure in the way that it deems best for CF Industries at any given point in time, the Board intends to continue to maintain an independent Board chair separate from the chief executive officer. In addition, according to our corporate governance guidelines, if the chairman of the Board is not an independent director, our independent directors will designate one of their number to serve

23


Table of Contents

as a lead independent director. Otherwise, if the chairman of the Board is an independent director, he or she will serve as the lead independent director.

Stephen A. Furbacher has served as our lead independent director since 2010 and as Board chairman since May 2014. Mr. Furbacher was selected by the directors to serve as chairman because of his contributions to the leadership of the Board. Because Mr. Furbacher is an independent director, he continues to serve as our lead independent director. The lead independent director's duties include (i) coordinating the activities of the independent directors, (ii) coordinating the agenda for and moderating sessions of the independent directors, and (iii) facilitating communications between the other members of the Board. Unless otherwise provided in a short-term succession plan approved by the Board:

    in the event that our chief executive officer should unexpectedly become unable to perform his or her duties, the chairman of the Board (if the chairman is an independent director or else the lead independent director) shall allocate the duties of the chief executive officer among our other senior officers; and

    in the event that the chairman of the Board should unexpectedly become unable to perform his or her duties, the chief executive officer (if the chairman of the Board is an independent director or else the lead independent director) shall temporarily assume the duties of the chairman of the Board,

in each case, until the Board has the opportunity to consider the situation and take action.

Executive Sessions

At each regularly scheduled meeting, the Board conducts executive sessions, which are discussions that involve only the non-employee directors. Our corporate governance guidelines state that the lead independent director or, in such director's absence, another independent director designated by the lead independent director will preside at the executive sessions of the Board.

Annual Board and Committee Self-Evaluations and Director Peer Evaluations

Our corporate governance and nominating committee sponsors an annual self-assessment of the Board's performance and the performance of each committee of the Board as well as director peer evaluations. The assessment includes a review of any areas in which the Board believes the Board can make a better contribution to CF Industries. In addition, the chair of the corporate governance and nominating committee sponsors an annual self-assessment of director skills and experience. The assessment asks each director to rank the importance of various business experiences, qualifications, attributes, and skills to our current and future global strategy, business, and governance and to rate the director's competency level in the skills. The results of the assessments are discussed with the full Board and each committee. The corporate governance and nominating committee considers the results of these self-evaluation processes as applicable in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

24


Table of Contents

COMMITTEES OF THE BOARD

The Board has established three separate standing committees: the audit committee, the compensation and management development committee, and the corporate governance and nominating committee. The Board has adopted written charters for each of these committees and copies of these charters are available to shareholders at our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement.

Audit Committee. Our audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The committee currently consists of Theresa E. Wagler (chair), Robert C. Arzbaecher, William Davisson, John W. Eaves, and Stephen J. Hagge. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE applicable to audit committee members. The Board has also determined all of these directors are "audit committee financial experts," as defined by the SEC. The audit committee assists the Board in fulfilling its oversight responsibility for (1) the integrity of our financial statements and financial reporting process and our systems of internal accounting and financial controls, (2) the performance of our internal audit function, (3) the annual independent integrated audit of our consolidated financial statements and internal control over financial reporting, and (4) our compliance with legal and regulatory requirements, including our disclosure controls and procedures. The duties and responsibilities of the audit committee include the engagement of our independent registered public accounting firm and the evaluation of our accounting firm's qualifications, independence, and performance. The audit committee's report to shareholders appears elsewhere in this Proxy Statement.

Compensation and Management Development Committee. Our compensation and management development committee currently consists of Stephen J. Hagge (chair), John D. Johnson, Anne P. Noonan, Michael J. Toelle, and Celso L. White. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE applicable to compensation committee members. The Board has also determined that all of the members of the committee qualify as "non-employee directors," within the meaning of Rule 16b-3 promulgated under the Exchange Act, and "outside directors," within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The compensation and management development committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, director compensation plans, and incentive-compensation and equity-based plans. In addition, the compensation and management development committee supports the full Board with succession plans for the CEO, while overseeing and reviewing management's development, retention and succession planning for other key executives and senior management. The compensation and management development committee's report to shareholders appears elsewhere in this Proxy Statement. Additional information regarding the processes and procedures of the compensation and management development committee in recommending and determining compensation for our directors and executive officers is set forth below under the heading "Compensation Discussion and Analysis."

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee currently consists of Robert C. Arzbaecher (chair), Javed Ahmed, John W. Eaves, Stephen A. Furbacher, Anne P. Noonan, and Michael J. Toelle. The Board has affirmatively determined that all of the directors on the committee are independent under the corporate governance standards of the NYSE. The corporate governance and nominating committee's responsibilities include identifying and recommending to the Board individuals qualified to serve as directors and on committees of the Board; advising the directors with respect to the Board's composition, procedures, and committees; developing and recommending to the Board a set of corporate governance principles; and overseeing the evaluation of the Board and the president and chief executive officer.

25


Table of Contents

ATTENDANCE OF DIRECTORS AT MEETINGS

Directors are expected to attend meetings of the Board and the committees on which they serve, as well as our annual meeting of shareholders. A director who is unable to attend a meeting (which it is understood will occur on occasion) is expected to notify the chairman of the Board or the chair of the appropriate committee in advance of such meeting.

During 2019, the Board held seven meetings, our audit committee held nine meetings, our compensation and management development committee held five meetings, and our corporate governance and nominating committee held four meetings. 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 2019. All twelve of our directors then in office attended the 2019 annual meeting, which was held on May 8, 2019.

BOARD OVERSIGHT OF STRATEGY AND RISK MANAGEMENT

Shareholders elect the Board to oversee management and to serve shareholders' long-term interests. Management is responsible for delivering on our strategy, creating our culture, establishing accountability, and managing risk. The Board and its committees work closely with management to balance and align strategy, risk, corporate social responsibility, and other areas while considering feedback from shareholders. Essential to the Board's oversight role is a transparent and active dialogue between the Board and its committees, and management. To support that dialogue, the Board and its committees have access to, receive presentations from, and conduct regular meetings with our executive officers, other internal business and function leaders and subject matter experts, as well as external experts and advisors.

Board Oversight of Strategy

One of the Board's primary responsibilities is reviewing and approving the strategy established by management and measuring our ability to execute it successfully. Throughout the year, the Board and its committees provide oversight and guidance to management regarding our strategy, operating plans, and overall performance. While elements of strategy are embedded in every regularly-scheduled meeting of the Board, the Board also dedicates at least one full day meeting each year to focus on our long-term business strategic planning. At all of these reviews, the Board engages with our executive officers and other business leaders regarding business objectives, the competitive landscape, economic trends, and regulatory developments. At meetings occurring throughout the year, the Board also assesses strategic initiatives, our budget and capital allocation plans, and performance for alignment to our strategy.

Board Oversight of Risk Management

Our management is responsible for establishing and maintaining systems to assess and manage the company's risk exposure, and the Board provides oversight in connection with those efforts. In fulfilling its risk oversight role, the Board focuses on the adequacy of our risk management process and the effectiveness of our overall risk management system. In addition, the Board routinely assesses policies and procedures in critical areas to ensure that the responsibilities and authority delegated to senior management are appropriate from an operational and risk management perspective. The Board also receives regular reports from senior management addressing financial and operational risk exposure, including monthly scorecards and quarterly dashboards that include financial metrics and safety and environmental statistics.

Our management has established an enterprise risk management ("ERM") program that includes an annual assessment process that is designed to identify risks that could affect us and the achievement of our objectives; to understand, assess, and prioritize those risks; and to

26


Table of Contents

facilitate the implementation of risk management strategies and processes across the company that are responsive to the company's risk profile, business strategies, and specific material risk exposures. The ERM program seeks to integrate consideration of risk and risk management into business decision-making throughout the company, including through the implementation of policies and procedures intended to ensure that necessary information with respect to material risks is transmitted to senior executives and, as appropriate, to the Board or relevant committees.

The Board administers its risk oversight function as a whole and through its committees. In accordance with its charter, the audit committee supports the Board in its oversight of the company's risk management system and process by reviewing and discussing with the key members of management responsible for management of risk the guidelines and policies governing the ERM process, the key risks identified in the ERM process, as well as the likelihood of occurrence and the potential impact assigned to those risks by management, and the risk mitigation strategies in each instance.

Our Board and its committees are actively involved in the oversight of our strategy and processes to identify, assess, and address the risks and opportunities to our company associated with climate change. Management provides the Board regular updates on these issues, including during the discussions at the Board meetings dedicated to reviewing our long-term business strategic plan, and as part of management's review of the enterprise risk management process.

In addition, the audit committee receives regular reports on the efficacy of our information security and technology risks (including cybersecurity) and related policies and procedures from our chief information officer and other members of senior management who are tasked with monitoring cybersecurity risks.

The other standing committees of the Board oversee management of risks relating to their respective areas of responsibility. The compensation and management development committee reviews risks associated with the design and implementation of our compensation plans and arrangements (see "Compensation Discussion and Analysis—Compensation and Benefits Risk Analysis" below). The nominating and corporate governance committee reviews risks related to our governance structures and processes.

All Board members are invited to attend every committee meeting, and Board members who do not attend a committee meeting receive information about committee activities and deliberations.

Culture, Management Development and Succession Planning

A core aspect of our culture is our commitment to developing talent and future leaders. At CF, leadership is the quality that drives our values and sets us apart. To help foster leadership, the company developed a new set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the organization. We invest in extensive assessment, training and professional development opportunities for our employees. We view these types of development opportunities as being a key part of succession planning, allowing us to grow a stronger company, today and in the future.

The compensation and management development committee of the Board engages with senior management and human resources executives across a broad range of human capital management topics including culture, succession planning and development, compensation, employee recruiting and retention, and diversity and inclusion.

27


Table of Contents

Our Board plays an integral oversight role in talent development by recognizing the importance of succession planning for the CEO and other key executives at CF Industries. To assist the Board, the chief executive officer prepares and distributes to the Board an annual report on succession planning for all senior officers of the company with an assessment of senior managers and their potential to succeed the chief executive officer and other senior management positions. In addition, the chief executive officer prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties.

BEYOND THE BOARDROOM

On-Site Visits to Nitrogen Manufacturing Facilities

Most Board and committee meetings are held on-site at our headquarters or near other CF facilities. Over the last five years our Board has visited our nitrogen manufacturing facilities in Verdigris, Oklahoma; Yazoo City, Mississippi; Port Neal, Iowa; Donaldsonville, Louisiana; and Ince, United Kingdom. Locating the Board and committee meetings on-site or near our headquarters or manufacturing locations allows our directors to deepen their understanding of the company and interact with on-site employees.

Director Orientation

All new members of the Board participate in the company's new director orientation program led by members of senior management. The new director orientation program enables new members of the Board to quickly become active, knowledgeable and effective Board members. Orientation includes a visit to the company's corporate headquarters for a personal comprehensive briefing by senior management on our business, financial position, strategic plans, significant financial, accounting and risk management issues, compensation practices, corporate governance and key policies and our principal officers and internal and independent auditors as well as the roles and responsibilities of our directors. In addition, within a few months of joining our Board, new directors visit one of our nitrogen manufacturing facilities to see our operations in person and learn about our manufacturing processes.

Continuing Education

All directors are encouraged to participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the company, regulatory developments and best practices. The Board materials for every corporate governance and nominating committee meeting include a schedule and summary of upcoming relevant continuing education programs, sponsored by leading universities or other organizations, with any associated expenses to be reimbursed by the company. Directors who have participated in such programs share their lessons and insights with other members of the Board. The company also provides continuing director education through individual speakers who make relevant presentations in connection with in-person Board meetings, for our directors to stay current and knowledgeable about the company's industry, market and overall environment. The company's senior management also monitors pertinent developments in business, corporate governance and issues pertaining to the company and the industries in which it participates and regularly shares articles, reports and current events with directors. The corporate governance and nominating committee reviews the director education process to ensure the continuing education provided remains relevant and helpful.

28


Table of Contents

Individual Discussions and Mentoring Management

Each year one or more members of the Board participates in our annual leadership conference for mid and senior-level management. This presents another opportunity for our directors to share their advice and experience with management and to engage with high-potential individuals as they grow into greater leadership roles. Additionally, high-potential employees join members of the Board for dinners prior to on-site Board and committee meetings. These dinners are designed to give directors the opportunity to engage with employees directly and afford employees an opportunity to ask questions and get to know our directors.

SHAREHOLDER ENGAGEMENT

We believe that building positive relationships with our shareholders is critical to CF Industries' success. We value the views of, and regularly communicate with, our shareholders on a variety of topics, such as our financial performance, corporate governance, executive compensation, corporate responsibility and sustainability, and related matters. As discussed in "Compensation Discussion and Analysis—Shareholder Engagement," we conduct shareholder outreach campaigns in the spring and fall. Management shares the feedback received from shareholders with the Board. Our chairman, our committee chairs, and other members of the Board are available to participate in meetings with shareholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. We welcome input and feedback and look forward to continued engagement with our shareholders.

COMMUNICATIONS WITH DIRECTORS

The Board has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the Board, any individual director, or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent c/o the corporate secretary to our principal executive offices at the address on the Notice of Annual Meeting accompanying this Proxy Statement.

All communications received as set forth in the preceding paragraph will be opened by the office of our general counsel for the sole purpose of determining whether the contents represent a message to one or more of our directors and then forwarded promptly to each addressee. In the case of communications to the Board or any group or committee of directors, the office of the general counsel will distribute copies of the contents to each director who is a member of the Board or of the group or committee to which the envelope or correspondence is addressed.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Corporate responsibility and sustainability are inherent to our values and our "Do It Right" culture and an intrinsic part of our commitment to the communities in which we live and work.

Code of Corporate Conduct

Our commitment to ethical behavior is captured in our code of corporate conduct, which was adopted by our Board. The code is applicable to all of our directors, officers, and employees,

29


Table of Contents

all of whom must acknowledge receiving and reading the code annually. We provide annual code of corporate conduct and anti-corruption training to all employees.

A copy of our code of corporate conduct is available at our corporate website, www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement. We intend to disclose on our corporate website any amendment to any provision of the code that relates to any element of the definition of "code of ethics" enumerated in Item 406(b) of Regulation S-K under the Exchange Act, and any waiver from any such provision granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Political Contributions Report

We prepare a semiannual Political Contributions Report listing CF Industries' political contributions. Each Political Contributions Report is posted on our corporate website, www.cfindustries.com, and presented to the corporate governance and nominating committee. Additionally, the Political Contributions Reports set forth the United States trade associations and other similar non-profit organizations to which the company annually pays dues of $20,000 or more and identify the portion of such dues that is used for advocacy and/or political activities by those associations. The most recent Political Contributions Report and our code of corporate conduct, containing our corporate policies related to political activities and contributions, lobbying and related matters, are currently available on our corporate website.

Charitable Contributions Report

We also prepare a semiannual Charitable Contributions Report listing CF Industries' charitable contributions that exceed $20,000. Each Charitable Contributions Report is posted on our corporate website, www.cfindustries.com. Most of our philanthropic and social outreach initiatives are locally based. This enables each of our facilities to address the unique needs and opportunities in their respective communities. In addition, the company contributes to organizations that impact global sustainability, including the One Acre Fund, which supports smallholder farmers in Africa. In December 2019, the company announced that it was donating $1 million to the One Acre Fund as part of a multiyear commitment to the organization in support of its tree planting program, which benefits smallholder farmers by, among other things, contributing to farmer income and farm soil health while also counteracting land degradation.

Sustainability

CF Industries is a leader in an industry whose mission is fundamental to human survival: putting food on the world's table. By providing plant nutrients to farmers, we feed the crops that feed the world and produce building blocks for a better life. We are proud of the role our company plays in fulfilling this increasingly challenging mission. We also believe our company has an important role to play in addressing some of the most critical challenges of our time. As a company, we are confronting issues such as energy efficiency, resource use, and economic growth. We prepare annual Corporate Sustainability Reports, each of which is posted on our corporate website, www.cfindustries.com, and presented to the corporate governance and nominating committee. In response to increased interest from the investment community and our commitment to transparency, we have also published an all-inclusive Global Reporting Initiative (GRI) report and an Environmental, Social & Governance (ESG) Supplement that consolidates performance data. In our 2018 GRI report we expanded our disclosure to report on all standards for the first time. In addition, we accelerated the publication date of our sustainability reports so that, beginning in 2020, our sustainability

30


Table of Contents

reports will be published in tandem with our annual report, to better align the timing of our sustainability reporting with our financial reporting and to further integrate our business and sustainability strategies.

Our most recent Corporate Sustainability Report communicates our performance across fundamental environmental, health and safety, social, and other considerations. Our report includes information regarding our carbon dioxide (CO2) equivalent emissions, which we report every year. It also discusses how we estimate that our products actually prevent and reduce more CO2 equivalent emissions than we generate. For example, land use is the leading cause of CO2 emissions in agriculture. Because our products increase yields substantially, farmers need less land to grow the food the world population needs to survive. By increasing crop yields, we help limit the conversion of carbon-sequestering forests into farmland. Our products also reduce greenhouse gas emissions from industrial processes. In addition, our diesel exhaust fluid (DEF) product helps substantially reduce nitrous oxide emissions of heavy-duty trucks and marine vessels while also improving fuel efficiency.

Our most recent Corporate Sustainability Report also discusses our partnership with The Nature Conservatory through which we seek to help improve soil health across the state of Iowa. The program, called 4R Plus, is designed to increase awareness and understanding among Iowa's farmers and crop advisers of two important farming practices: (1) 4R Nutrient Stewardship, and (2) conservation. 4R Nutrient Stewardship refers to the concept of applying the right nutrient source at the right rate, right time, and right place. The "Plus" in 4R Plus refers to a suite of in-field and edge-of-field conservation practices that increase soil resiliency and help to keep nutrients on fields and out of adjacent water bodies. When implemented effectively, 4R Plus practices will not only improve soil health and water quality, but also increase farmers' yields and bottom lines.

To help spread 4R Plus awareness and understanding, CF and The Nature Conservancy developed a range of marketing materials and tools to spread the message as far as possible. Those materials are based on extensive qualitative and quantitative research that showed that the key drivers to increased 4R Plus adoption by farmers moving forward are the economic benefits that come with 4R Plus practices and farmers' desire to leave their land in the best condition for the next generation. More than 50 partners have joined the initiative since its formal launch in 2018, including state commodity groups, agribusinesses, conservation organizations, government agencies, universities and others. In 2019, CF announced a second three-year grant to The Nature Conservancy to grow the 4R plus campaign in Iowa and beyond. By the end of 2019, we had reached 90% of Iowa's farmers with 4R Plus messaging at least seven times.

31


Table of Contents

DIRECTOR COMPENSATION

Non-employee directors receive compensation, including fees and reimbursements of expenses, for their service and dedication to our 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, 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 2017-2018 National Association of Corporate Directors survey on director compensation. (See "Compensation Discussion and Analysis—Role of the Compensation Consultant.")

Annual Cash Retainer

Each non-employee director is entitled to an annual cash retainer of $100,000, payable quarterly. We do not pay meeting fees to our directors. The chairman of the Board and the chairs of the Board committees receive additional annual cash retainers in the following amounts, payable quarterly:

Chairman of the Board   $ 80,000  
Audit committee chair   $ 20,000  
Compensation and management development committee chair   $ 15,000  
Corporate governance and nominating committee chair   $ 15,000  

Annual Restricted Stock Grant

Each non-employee director will receive, upon joining the Board, a restricted stock grant with a fair market value of $130,000 (or, in the case of the chairman of the Board, $230,000), rounded to the nearest whole share. Thereafter, each continuing non-employee director will receive an annual restricted stock grant with a fair market value of $130,000 (or, in the case of the chairman of the Board, $230,000), rounded to the nearest whole share, on the date of each annual meeting of the shareholders. Assuming continuing service as a non-employee director, all shares of restricted stock will vest on the earlier of (x) the date of the first annual meeting of the shareholders following the date of grant or (y) the first anniversary of the date of grant.

32


Table of Contents

2019 Total Director Compensation

The following table sets forth cash and non-cash compensation with respect to the year ended December 31, 2019, for our non-employee directors. Mr. Will receives no additional compensation for his service as a director.

 Name 
  Fees Earned
or Paid
in Cash(1)
($)
  Stock
Awards(2)
($)
  All Other
Compensation(3)
($)
  Total
($)

Javed Ahmed

    100,000     129,997     3,726     233,723

Robert C. Arzbaecher

    115,000     129,997     3,786     248,783

William Davisson

    100,000     129,997     3,786     233,783

John W. Eaves

    100,000     129,997     3,786     233,783

Stephen A. Furbacher

    180,000     229,994     6,698     416,693

Stephen J. Hagge

    115,000     129,997     3,786     248,783

John D. Johnson(4)

    100,000     129,997     3,786     233,783

Anne P. Noonan

    100,000     129,997     3,786     233,783

Michael J. Toelle

    100,000     129,997     3,786     233,783

Theresa E. Wagler

    120,000     129,997     3,786     253,783

Celso L. White

    100,000     129,997     3,559     233,556

(1)
Amounts in this column represent the annual cash retainers that our non-employee directors earned during 2019.

(2)
Amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 of the restricted stock awards that we granted to the non-employee directors during 2019 pursuant to our 2014 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, 2019. 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, 2019 were as follows: 3,107 shares for each of directors Ahmed, Arzbaecher, Davisson, Eaves, Hagge, Johnson, Noonan, Toelle, Wagler and White and 5,497 shares for Chairman Furbacher.

(3)
Amounts in this column represent dividends on restricted stock.

(4)
John D. Johnson will retire from the Board effective as of the date of the 2020 Annual Meeting and will not stand for re-election.

33


Table of Contents

COMMON STOCK OWNERSHIP

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information, as of March 27, 2020, concerning the beneficial ownership of each person known to us to beneficially own more than 5% of our common stock. The information in the table and the related notes is based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act.

 Name and Address of Beneficial Owner 
  Amount and Nature
of
Beneficial
Ownership(1)
  Percent of
Class(2)

BlackRock, Inc. 

    19,852,411 (3)     9.3%

55 East 52nd Street
New York, New York 10055

           

FMR LLC

    10,745,617 (4)     5.0%

245 Summer Street
Boston, Massachusetts 02210

           

State Street Corporation

    10,992,910 (5)     5.1%

One Lincoln Street
Boston, Massachusetts 02211

           

T. Rowe Price Associates, Inc. 

    22,252,945 (6)     10.4%

100 E. Pratt Street
Baltimore, Maryland 21202

           

The Vanguard Group, Inc. 

    28,122,586 (7)     13.2%

100 Vanguard Blvd.
Malvern, Pennsylvania 19355

           

(1)
Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed.
(2)
Unless otherwise indicated, percentages calculated based upon common stock outstanding as of March 27, 2020 and beneficial ownership of common stock as set forth in the statements on Schedule 13G filed by the respective beneficial owners with the SEC.
(3)
Based solely on a Schedule 13G (Amendment No. 12), dated February 4, 2020 and filed with the SEC on February 5, 2020, by BlackRock, Inc. ("BlackRock"). BlackRock reports beneficial ownership of shares by its direct and indirect subsidiaries, including BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. These BlackRock entities have sole power to vote or to direct the vote of 18,138,785 shares of common stock and sole power to dispose or to direct the disposition of 19,852,411 shares of common stock.

34


Table of Contents

(4)
Based solely on a Schedule 13G (Amendment No. 8), dated February 6, 2020 and filed with the SEC on February 7, 2020, by FMR LLC ("FMR") and Abigail P. Johnson, a Director, the Chairman, and the Chief Executive Officer of FMR. FMR reports beneficial ownership of shares by its direct and indirect subsidiaries, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company, Fidelity Personal Trust Company, FSB FMR Co., Inc., and Strategic Advisers LLC. These FMR entities have sole power to vote or to direct the vote of 2,557,936 shares of common stock and sole power to dispose or to direct the disposition of all 10,745,617 shares of common stock.
(5)
Based solely on a Schedule 13G filed with the SEC on February 14, 2020, by State Street Corporation ("State Street"). State Street reports beneficial ownership of shares by its direct and indirect subsidiaries, including SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Ltd (Canada), State Street Global Advisors, Australia Limited, State Street Global Advisors (Japan) Co., Ltd, State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd, State Street Global Advisors GmbH, State Street Global Advisors Ireland Limited, and State Street Global Advisors Trust Company. These State Street entities have shared power to vote or to direct the vote of 9,543,211 shares of common stock and shared power to dispose or to direct the disposition of 10,990,225 shares of common stock.
(6)
Based solely on a Schedule 13G (Amendment No. 4), dated January 10, 2020 and filed with the SEC on January 10, 2020, by T. Rowe Price Associates, Inc. ("T. Rowe Price"). T. Rowe Price has sole power to vote or to direct the vote of 9,836,218 shares of common stock and sole power to dispose or to direct the disposition of 22,202,954 shares of common stock.
(7)
Based solely on a Schedule 13G (Amendment No. 10), dated February 10, 2020 and filed with the SEC on February 11, 2020, by The Vanguard Group, Inc. ("Vanguard"). Vanguard reports beneficial ownership of shares of itself, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary. These Vanguard entities have sole power to vote or to direct the vote of 324,161 shares of common stock, shared power to vote or to direct the vote of 58,717 shares of common stock, sole power to dispose or to direct the disposition of 27,764,634 shares of common stock, and shared power to dispose or to direct the disposition of 357,952 shares of common stock.

35


Table of Contents

COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information, as of March 27, 2020, concerning the beneficial ownership of our common stock by:

    each director and each of our named executive officers; and

    all directors and executive officers as a group.
 
  Amount and Nature of
Beneficial Ownership(1)
   
 Name of Beneficial Owner   Shares of
Common Stock
Owned
Directly or
Indirectly(2)
  Shares of
Common Stock
that can be
Acquired within
60 Days(3)
  Total Shares of
Common Stock
  Percent
of
Class

Javed Ahmed

    6,206         6,206     *

Robert C. Arzbaecher(4)

    110,705         110,705     *

William Davisson

    41,465         41,465     *

John W. Eaves

    10,377         10,377     *

Stephen A. Furbacher

    49,187         49,187     *

Stephen J. Hagge

    39,445         39,445     *

John D. Johnson

    82,825         82,825     *

Anne P. Noonan

    20,093         20,093     *

Michael J. Toelle

    10,377         10,377     *

Theresa E. Wagler

    19,505         19,505     *

Celso L. White

    5,650         5,650     *

W. Anthony Will(5)

    358,877     1,126,095     1,484,972     *

Christopher D. Bohn

    48,830     216,295     265,125     *

Douglas C. Barnard(5)

    80,491     298,760     379,251     *

Bert A. Frost

    71,206     372,315     443,521     *

Susan L. Menzel

    3,486         3,486     *

Dennis P. Kelleher

    23,683     395,105     418,788     *

All directors and executive officers as a group (20 persons)**

    1,026,379     2,325,232     3,351,611     2%

*
Less than 1%
**
This row shows ownership by our current directors and executive officers and therefore excludes any shares owned by Mr. Kelleher.
(1)
Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed, either individually or jointly or in common with the individual's spouse, subject to community property laws where applicable.
(2)
The shares indicated include 3,107 shares for each of directors Ahmed, Arzbaecher, Davisson, Eaves, Hagge, Johnson, Noonan, Toelle, Wagler and White and 5,497 shares for Chairman Furbacher, in each case granted under our 2014 Equity and Incentive Plan, that have not yet vested. These shares of restricted stock can be voted during the vesting period. The table does not include restricted stock units or performance vesting restricted stock units granted to our executive officers under our 2014 Equity and Incentive Plan, as these awards cannot be voted during the vesting period.
(3)
The shares indicated in this column represent shares underlying stock options granted under an equity and incentive plan that have already vested or that will vest within 60 days. The shares underlying these stock options cannot be voted.
(4)
The shares indicated include 18,565 shares held by the Arzbaecher Family Foundation and 275 shares held by Mr. Arzbaecher's children, for which Mr. Arzbaecher disclaims beneficial ownership.
(5)
Messrs. Will and Barnard each also hold, respectively, 29,504 and 13,369 additional "phantom" shares as a deemed investment under our Supplemental Benefit and Deferral Plan (a non-qualified benefits restoration and deferred compensation plan). These phantom shares cannot be voted.

36


Table of Contents

POLICY REGARDING RELATED PERSON TRANSACTIONS

We recognize that transactions with related persons can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of the company and its shareholders. Accordingly, as a general matter, it is our preference to avoid such transactions.

Nevertheless, we recognize that there are situations where related person transactions may be in, or not inconsistent with, the best interests of the company and its shareholders, including but not limited to situations where we may obtain products or services of a nature, quantity, or quality, or on other terms, that are not readily available from alternative sources, or when we provide products or services to related persons on an arm's length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally.

In order to deal with the potential conflicts inherent in such transactions, our audit committee has adopted a written policy regarding related person transactions. For the purposes of this policy, a "related person transaction" is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the company was, is, or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has, or will have a direct or indirect material interest, other than (a) transactions where the rates or charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; (b) transactions involving services as a bank depositary of funds, transfer agent, registrar, or trustee under a trust indenture, or similar services; (c) transactions in which the interest of the related person derives solely from his or her service as a director of another entity that is a party to the transaction; or (d) transactions in which the interest of the related person derives solely from his or her ownership of less than 10% of the equity interest in another entity (other than a general partnership interest) which is a party to the transaction.

In addition, transactions involving the purchase of products or services (other than personal or professional services) from an entity for which a director of the company or an immediate family member of a director serves as an executive officer shall not be considered to involve a material interest on the part of such director (and therefore shall not be considered related person transactions) if (i) the director did not participate in the decision on the part of the company to enter into such transactions, (ii) the transactions are made in the ordinary course of business and on substantially the same terms as those prevailing at the time for transactions with other unrelated third parties, and (iii) the amount paid in all transactions with any such entity in a twelve-month period is less than the greater of $500,000 or 1% of such entity's consolidated gross revenues for the most recently completed fiscal year for which data is publicly available.

For purposes of the policy, a "related person" means:

any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the company or a nominee to become a director of the company;

any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

37


Table of Contents

any immediate family member of any of the foregoing persons; and

any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Except as described below with respect to certain commercial transactions in the ordinary course of business, any proposed transaction with a related person shall be consummated or amended only if the following steps are taken:

The general counsel will assess whether the proposed transaction is a related person transaction for purposes of this policy.

If the general counsel determines that the proposed transaction is a related person transaction, the proposed transaction shall be submitted to the audit committee for consideration at the next committee meeting or, in those instances in which the general counsel, in consultation with the chief executive officer or the chief financial officer, determines that it is not practicable or desirable for us to wait until the next committee meeting, to the chair of the audit committee (who has been delegated authority to act between committee meetings).

The audit committee, or where submitted to the chair of the committee, the chair, shall consider all of the relevant facts and circumstances available to the committee or the chair, including (if applicable) but not limited to: (i) the benefits to the company; (ii) the impact on a director's independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; (iii) the availability of other suppliers or customers for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.

The audit committee (or the audit committee chair) shall approve only those related person transactions that are in, or are not inconsistent with, the best interests of the company and its shareholders, as the committee (or the audit committee chair) determines in good faith.

The audit committee or the audit committee chair, as applicable, shall convey the decision to the general counsel, who shall convey the decision to the appropriate persons within the company.

At the audit committee's first meeting of each fiscal year, the committee shall review any previously approved related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the company's contractual obligations, the committee shall determine if it is in the best interests of the company and its shareholders to continue, modify, or terminate the related person transaction.

FMR and certain of its direct and indirect subsidiaries (collectively, "Fidelity") own in the aggregate more than 5% of our outstanding common stock and, therefore, are considered related persons under our policy regarding related person transactions. We have agreements in place for Fidelity to provide administrative and trustee services for the company's 401(k) and deferred compensation plans. During 2019, Fidelity earned approximately $187,000 from us and approximately $63,000 from plan participants for these services. Beginning in 2020, Fidelity will also provide administrative and trustee services for the company's health savings accounts (HSAs). At its first meeting in 2020, the audit committee reviewed and approved the transactions with, and ongoing administrative services from, Fidelity in accordance with our policy.

No member of the audit committee shall participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

38


Table of Contents

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS ("SAY ON PAY")

Pursuant to Section 14A of the Exchange Act, our shareholders are entitled to an advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement, including in the Compensation Discussion and Analysis (CD&A) beginning on page 42 and the Executive Compensation tables and accompanying narrative discussion beginning on page 79. This proposal is commonly referred to as a "Say on Pay" proposal.

The Board and the compensation and management development committee believe that the compensation of the named executive officers is appropriate for the company and in the best interests of our shareholders over the long term. As discussed in more detail in the CD&A beginning on page 42, our compensation programs are intended to:

      align the interests of our officers with those of our shareholders,
      permit the company to remain competitive in the market for highly qualified management personnel,
      provide appropriate incentives for attainment of both our short-term and long-term goals; and
      retain strong performers.

As discussed in our CD&A under the heading "Executive Summary - Shareholder Engagement," we conducted extensive shareholder outreach both before and after our 2019 annual meeting. In these conversations, the overwhelming majority of shareholders supported the design of our ongoing compensation program. We will continue to regularly review (along with outside compensation consultants) our executive compensation programs to ensure alignment with our compensation philosophy, and we are committed to continuing our dialogue with shareholders so that we can be proactive in responding to emerging industry trends and be responsive to shareholder dialogue.

Accordingly, we are asking you to vote FOR the adoption of the following resolution:

    "RESOLVED, that the shareholders of CF Industries Holdings, Inc. approve the compensation of the CF Industries Holdings, Inc.'s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion."

As an advisory vote, this proposal is not binding on the company. Although the vote is non-binding, the Board and the compensation and management development committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

We currently hold our advisory "Say on Pay" proposal every year. Therefore, the next advisory "Say on Pay" proposal will be held at our 2021 annual meeting. Shareholders will have an opportunity to cast an advisory vote on the frequency of "Say on Pay" proposals at least every six years. We currently expect that the next advisory vote on the frequency of the "Say on Pay" proposals will occur at the 2023 annual meeting of shareholders.

Board Recommendation

The Board unanimously recommends that you vote FOR the Say on Pay proposal.

39


Table of Contents

EXECUTIVE OFFICERS

Set forth below is certain biographical information for our executive officers other than Mr. Will (whose biographical information appears above under the heading "Director Nominee Biographies"). Each of our executive officers, other than Mr. Hopkins, also served in the comparable officer positions with Terra Nitrogen GP Inc. ("TNGP") as he or she has held with CF Industries from April 2010 until April 2018. TNGP was our indirect, wholly-owned subsidiary and the sole general partner of Terra Nitrogen Company, L.P., a publicly-traded producer of nitrogen fertilizer products. In April 2018, we purchased all of the publicly traded common units of Terra Nitrogen Company, L.P. The ages of our executive officers are as of April 8, 2020.

Douglas C. Barnard (age 61) has served as our senior vice president, general counsel, and secretary since January 2012 and was previously our vice president, general counsel, and secretary from January 2004 to December 2011. Mr. Barnard served as a director of TNGP from June 2010 to April 2018 and as chairman of the board of TNGP from February 2016 to April 2018. Prior to joining CF Industries in January 2004, Mr. Barnard had been an executive vice president and general counsel of Bcom3 Group, Inc., an advertising and marketing communication services group. Earlier in his career Mr. Barnard was a partner in the law firm of Kirkland & Ellis LLP and, prior to that, was vice president, general counsel, and secretary of LifeStyle Furnishings International Ltd., a manufacturer and distributor of residential furniture and decorative fabrics. He holds a B.S. degree from the Massachusetts Institute of Technology ("M.I.T"), a J.D. degree from the University of Minnesota, and an M.B.A. degree from the University of Chicago. Mr. Barnard has also taught as a lecturer at the University of Chicago Law School, and serves as a member of the M.I.T Corporation Development Committee.

Christopher D. Bohn (age 52) has served as our senior vice president and chief financial officer since September 2019. He was previously 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. Mr. Bohn served as a director of TNGP from February 2016 to April 2018. 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. He holds a B.S. degree in finance from Indiana University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.

Linda M. Dempsey (age 56) has served as our vice president, public affairs, since March 2020. Prior to joining CF Industries, Ms. Dempsey served as vice president, international economic affairs, for the National Association of Manufacturers from September 2012 to February 2020 where she represented the manufacturing sector on international trade, investment, intellectual property and regulatory policies, legislation and agreements. Prior to the National Association of Manufacturers, Ms. Dempsey served as vice president for Emergency Committee for American Trade from December 2000 to August 2012. Ms. Dempsey holds a B.A. in political science from The Pennsylvania State University and a J.D. degree from Boalt Hall School of Law, University of California at Berkeley.

Bert A. Frost (age 55) has served as our senior vice president, sales, market development, and supply chain, since May 2016. He was previously our senior vice president, sales, distribution, and market development, from May 2014 to May 2016, our senior vice president, sales and

40


Table of Contents

market development, from January 2012 to May 2014, and our vice president, sales and market development, from January 2009 to December 2011. Before joining CF Industries in November 2008, Mr. Frost spent over 13 years with Archer Daniels Midland Company, where he served most recently as Managing Director—International Fertilizer/Inputs from June 2008 to November 2008 and Director—Fertilizer, Logistics and Ports Divisions, ADM—Brazil from April 2000 to June 2008. Earlier in his career, Mr. Frost held positions of increasing responsibility at Archer Daniels Midland and Koch Industries, Inc. He holds a B.S. degree from Kansas State University and he is a graduate of the Harvard Business School's Advanced Management Program.

Richard A. Hoker (age 55) has served as our vice president and corporate controller since November 2007. Mr. Hoker served as a director of TNGP from January 2014 to April 2018 and previously served as a director of TNGP from September 2010 to August 2011. Before joining CF Industries, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served most recently as vice president and controller from January 2007 to November 2007 and principal accounting officer from July 2007 to November 2007. Prior to being named controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm's audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is a certified public accountant.

David P. Hopkins (age 63) has served as our managing director, CF Fertilisers UK, since October 2015. He was previously our director, sales, from July 2010 to October 2015. Mr. Hopkins was director of sales for Terra Industries, which was acquired by CF Industries, from September 2006 to July 2010 and director of industrial sales at Terra Nitrogen, UK from January 1999 to September 2006. Mr. Hopkins has a degree in Agriculture from Reading University and a Diploma in Company Direction from the Institute of Directors in London.

Ashraf K. Malik (age 54) has served as our senior vice president, manufacturing and distribution, since September 2019. He was previously our Vice President, Site Operations, from January 2012 to September 2019. Prior to joining CF Industries, Mr. Malik served as director of manufacturing for GrowHow UK Ltd from 2007 to 2012. Earlier in his career, Mr. Malik held positions of increasing responsibility in engineering and plant operations management at Terra Industries Inc. and ICI Plc. Mr. Malik holds a BSc degree in engineering from City, University of London.

Susan L. Menzel (age 54) has served as our senior vice president, human resources, since October 2017. Prior to joining CF Industries, Ms. Menzel served as executive vice president, human resources, for CNO Financial Group, Inc. from May 2005 to October 2017. Prior to CNO Financial Group, she served as senior vice president, human resources for APAC Customer Services, Inc., and in roles of increasing responsibility for Sears, Roebuck & Company and Montgomery Ward, Inc. Ms. Menzel holds a bachelor's degree in business administration and economics from Augustana College.

41


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discussion provides you with a detailed description of our compensation program for our named executive officers (NEOs) for 2019. It also provides an overview of our compensation philosophy and our policies and programs, which are designed to achieve our compensation objectives.

NAMED EXECUTIVE OFFICERS

Our NEOs for 2019 were:

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
Dennis P. Kelleher   Former Senior Vice President and Chief Financial Officer


TABLE OF CONTENTS

42


Table of Contents

OVERVIEW OF OUR BUSINESS AND STRATEGY

Business Overview

CF Industries is a leading global fertilizer and chemical company with outstanding operational capabilities and a cost-advantaged production and distribution platform. Our 3,000 employees operate world-class manufacturing complexes in Canada, the United Kingdom and the United States. Our customers include both agricultural and industrial users of our products. Our principal nitrogen products are ammonia, granular urea, urea ammonium nitrate solution, and ammonium nitrate. We also manufacture diesel exhaust fluid, urea liquor, nitric acid, and aqua ammonia, which are sold primarily to industrial customers, and compound fertilizer products, which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium. We serve our customers in North America through an unparalleled production, storage, transportation and distribution network. We also reach a global customer base with exports from our Donaldsonville, Louisiana, plant, the world's largest and most flexible nitrogen complex. Additionally, we move product to international destinations from our Verdigris, Oklahoma, facility, our Yazoo City, Mississippi, facility, our Billingham and Ince facilities in the United Kingdom, and a joint venture ammonia facility in the Republic of Trinidad and Tobago in which we own a 50 percent interest.

For more information on our business, see "Item 1. —Business" and "Item 7. —Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report.

Corporate Strategy

Our vision, given the cyclical nature of our business, is to deliver superior shareholder returns over the cycle. Our strategy, in support of our vision, is built upon a foundation of distinct core capabilities and core values that we live each and every day. We leverage our capabilities to drive business results that create long-term value for our shareholders.

GRAPHIC

43


Table of Contents

Roadmap for Sustainable, Profitable Growth through the cycle

We are well positioned to seize opportunities and meet challenges through the cycle because of our unique combination of enduring structural and operational advantages.

Consistent Demand Growth

 

Nitrogen demand growth driven by:

population growth and increased protein consumption per capita for agricultural applications

global GDP plus growth in emissions abatement for industrial applications

Tightening Global Supply and Demand Balance

 

Net new nitrogen capacity growth (new construction minus capacity closures) is below projected global demand growth for the foreseeable future (approximately four years based on time required to build new capacity) tightening the global supply and demand balance

Advantaged Position on Global Cost Curve

 

We are on the low end of the global cost curve due to our access to low-cost and plentiful North American natural gas

Global price driven by marginal producers tied to higher-priced liquefied natural gas, oil-linked natural gas and Chinese anthracite coal

Primarily Operate in Import-Dependent Region

 

North America is dependent on nitrogen imports to meet demand

Price is set by the last imported ton bid into the region

Our manufacturing and distribution network, along with our logistics capabilities, allow us to capture the significant margin between our cost and that of the global high-cost producer (including logistics to move products into consumption region)

Inputs, Manufacturing and Select Product Overview

Modern nitrogen production begins with the production of ammonia through the Haber-Bosch chemical process. Ammonia is the most concentrated nitrogen fertilizer product as it contains 82% nitrogen and is the "basic" nitrogen product that we upgrade into other nitrogen products such as granular urea, urea ammonium nitrate solution (UAN), ammonium nitrate (AN), nitric acid and diesel exhaust fluid (DEF). We produce ammonia at all of our nitrogen manufacturing complexes using natural gas as the feedstock.

GRAPHIC

44


Table of Contents

Growth and Superior Utilization of Capacity Demonstrate Significant Operational Advantage

Our corporate strategy is to leverage our core capabilities to optimize and grow the world's most advantaged nitrogen and chemicals platform to serve customers, creating long-term shareholder value. Beginning in 2012, the company underwent a major capital expansion program, adding capacity at two of our facilities. Both projects began ammonia production in the second half of 2016. In total, the two expansions have increased our nitrogen production capacity by approximately 25%. In addition, during 2015, we acquired the 50% equity interest in our UK facilities not previously owned by us, and during 2018, we invested in our production capacity by exercising our right to purchase all of the publicly traded common units of Terra Nitrogen Company, L.P. As a result of these investments, we have grown our gross ammonia capacity by over 33% over the past five years.

Our superior capacity utilization compared to North American peers demonstrates the significant operational advantage we enjoy as a result of our exceptional process engineering, plant operations and maintenance capabilities.


North America Ammonia Percent Capacity Utilization(1)

GRAPHIC


(1)
Data taken from the December 20, 2019 CRU Ammonia Database

(2)CF represents CF historical North American production and CRU's capacity estimates for CF

(3)North America Excl. CF is calculated by removing CF's annual reported production and capacity from the CRU data for all North American ammonia production peer group

(4)~1.1 million tons represents the difference between CF's actual trailing 5 year average ammonia production of 8.8 million tons at 96% of capacity utilization and the 7.7 million tons CF's would have produced if operated at the 84% CRU North American benchmark excluding CF

Note:CRU North American peer group includes AdvanSix, Austin Powder (US Nitrogen), BASF & Yara International, Carbonair, CF Industries, Chevron, CVR Partners, Dakota Gasification Co, Dyno Nobel, Fortigen, Incitec Pivot, Koch Industries, LSB Industries, LSB Industries/Cherokee Nitrogen, Mississippi Power, Mosiac, Nutrien,

45


Table of Contents

    OCI N.V., RenTech Nitrogen, Shemitt International corp, Shoreline Chemical, Simplot, and Yara International

Financial Results are Impacted by Highly Cyclical Commodity Prices

Our financial results are significantly impacted by the pronounced effects of highly volatile commodity prices for fertilizer products as well as natural gas, which is our principal feedstock. In 2015 and 2016, nitrogen product prices were lower and stayed at depressed levels longer than expected. Product prices remained volatile throughout 2017, and the year ended with a meaningful decline in the pricing environment. As a result, our financial performance and corresponding incentive compensation programs were negatively impacted during 2015, 2016, and 2017. During 2018, higher energy costs in Asia and Europe, along with continued enforcement of environmental regulations in China, resulted in lower nitrogen production, tightening supply and demand conditions. In addition, outages at several producers also impacted the nitrogen supply and demand balance. These factors collectively drove global nitrogen prices higher in 2018 more rapidly than anticipated, which combined with lower North American natural gas costs and efficient production by us contributed to stronger than projected financial results for the year and corresponding above-target payout for our annual incentive program. Going into 2019, we expected industry fundamentals to continue to be supportive of global nitrogen prices in the first half of the year.

Gulf Urea Barge Historical Price Volatility
Annual Pricing vs. 10-Year Average1

GRAPHIC

    1 Reflects Urea Barge Price per ton at New Orleans; Source: CRU

46


Table of Contents

2019 Performance Highlights

Safety Is Our Priority

For CF, safety is more than just a requirement – it is a point of pride and ingrained in our corporate culture and values. We believe that focusing on leading indicators, such as the behavioral safety practices we have incorporated into our annual incentive plan to drive and measure activities that prevent and control safety incidents, results in our industry-leading safety record. During 2019, we set an important company record with our trailing 12 month recordable injury rate of 0.48 for the twelve months ended December 31, 2019 – the lowest year-end rate we have ever achieved as a company. Set forth below is our annual total recordable injury count, recordable incident rate, and lost time incident rate from 2011 through 2019. In addition to these metrics shown below, we also achieved our lowest DART (days away restricted or transferred) incident rate of 0.21 injuries per 200,000 work hours in 2019.


All Facilities – Annual Injuries and Injury Rates

12-month Injury Rate and Total Injury Count; Through December for Current Year

GRAPHIC

Rates = Number of injuries per 200,000 work hours

47


Table of Contents

Operating Results

    Net Earnings
Attributable to
Common Stockholders
      Earnings Per
Diluted Share
      EBITDA(1)       Net Cash Provided by
Operating Activities
   
    $493 Million       $2.23       $1.6 Billion       $1.5 Billion    

Annual Incentive Plan Performance Metrics

    Adjusted EBITDA(2)       Behavioral Safety
Gate Threshold
      Gross Ammonia
Production
   
    $1.6 Billion       Achieved 98.7%       10.2 Million Tons    
    Target: $1.4 Billion       Threshold: ³95%(3)       Target: 10.0 Million Tons    

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 at the end of each calendar year. Management prepares the company's annual business plan and reviews it in detail with the Board. Management prepares the annual business plan through a rigorous process utilizing a combination of factors, including management's view of current industry conditions, recent historical performance, internal forecasts, as well as external public market indicators.

Actual results in 2019 exceeded the company's forecasts as product prices improved more than anticipated – contributing to higher revenue and margins. During 2019, we also exceeded our production goals in part due to our best-in-class operational capabilities that enable us to produce more product than other comparable manufacturers. At the same time, the cost of our principal feedstock, natural gas, declined compared to the prior year and much more than the market expectations reflected in forward market curves when setting our business plan. This combination of a more advantageous pricing environment, lower natural gas cost, and efficient production contributed to the above-target financial results, and therefore an above-target payout for the annual incentive program.

Additionally, the company continued to deliver against its strategic priorities and create long-term shareholder value.

    Safety       As of December 31, 2019, the company's 12-month rolling average recordable incident rate was 0.48 incidents per 200,000 work hours – an industry leading result    
    Operational Excellence       Long-term asset utilization-and-production is approximately 12 percent higher than the average utilization rate of our North American competitors    
    Efficiency       SG&A costs as a percent of sales remain among the lowest in both the chemicals and fertilizer industries    
    Return to Shareholders       Returned $602 million to shareholders through $337 million in share repurchases and $265 million in dividend payments    
    Reduced Debt and Fixed Charges       During 2019, we retired $750 million of outstanding indebtedness, reducing annual cash interest expense in 2020 by $44 million compared to 2019    

(1)             EBITDA is defined as net earnings attributable to common stockholders plus interest expense-net, income taxes and depreciation and amortization. See Appendix A for a reconciliation of EBITDA 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.

(3)             The Secondary Metric, Tons of Ammonia Produced, has a behavioral safety gate threshold. If at least 95% of the aggregated safety grades of all employees at manufacturing sites were a "B" 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 Secondary Metric.

48


Table of Contents

Total Shareholder Return

We firmly believe that, due to the cyclical nature of the commodity chemical industry in which we operate, it is important to view performance over a longer time horizon than just one year. Our execution of initiatives aligned with our strategy helped us achieve our vision – delivering superior shareholder returns over the cycle. The following table shows the cumulative total shareholder return, assuming the reinvestment of dividends, for our common stock and a peer group index for the 1, 3, 5, 7, and 10-year periods ended December 31, 2019.


Total Shareholder Return (TSR)

GRAPHIC

Each of the peer group companies was a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are:

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

*
Agrium, Inc. (Agrium) and Potash Corporation of Saskatchewan Inc. (Potash Corp) are included in the peer group companies from December 31, 2009 through December 31, 2017. On January 2, 2018, Agrium and Potash Corp completed a merger of equals transaction to form Nutrien, Ltd. The cumulative investment in each of Agrium and Potash Corp, assuming dividend reinvestments up to December 31, 2017, was converted into shares of Nutrien, Ltd. on January 2, 2018 using the exchange ratio in the merger of equals transaction consummated on that date. Nutrien, Ltd. was included in the peer group companies for the period from January 2, 2018 through December 31, 2019.

**
CVR Partners LP and OCI N.V. were excluded from the calculation of the 10-year total shareholder return because they each had less than 10-years of trading history.

For purposes of calculating the TSR of CF Industries and the peer group index for the 1, 3, 5, 7, and 10-year periods ending December 31, 2019, 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. The returns of the peer group companies were weighted according to their respective market capitalizations as of the date used to establish the beginning stock price. For Yara International ASA, Incitec Pivot Limited and OCI N.V., we used their respective home exchange stock prices, converted into U.S. dollars for TSR calculation purposes.

49


Table of Contents

COMPENSATION PROGRAM OVERVIEW

Compensation Program Highlights

Our executive compensation practices are overseen and administered by the compensation and management development committee, which is comprised 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. 54    
   
   
Key Elements of
Compensation Program


  Salary   Paid in line with individual performance and contribution to company goals and aligned to competitive market data       P. 55,59    
   
        Annual Cash Incentives   The amount of the actual incentive earned is determined based on our level of achievement of two performance metrics:

75%: level of achievement of Adjusted EBITDA* (Primary Metric)

25%: level of achievement of ammonia production goals, subject to first achieving a gating level of performance on behavioral safety practices (Secondary Metric)

      P. 55, 59-65    
   
        Long-Term Equity Incentives   A specified cash value amount is split among two different equity award types:

60%: 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%: RSUs (3-year ratable vesting)

      P. 55, 65-69    
   
   
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 comprised of 17 companies in related industries, and the overall general industry market data.       P. 57    
   
        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. 55-58,

60-64,

66-71

   
   
   
Leading Compensation
Governance Practices


  Our leading compensation governance practices include:

Strong pay-for-performance alignment

Robust clawback policy covering incentive awards

Stock ownership guidelines

Performance metrics that align executive interests with interests of shareholders

A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity

    

No employment agreements

No repriced stock options

Minimal perquisites

Executive officers are prohibited from hedging or pledging our stock

No new excise tax gross-ups after 2011 (CEO, CFO and SVP-HR have no such gross-up)

   
   
*
For the definitions of Adjusted EBITDA and RONA, see "Compensation Discussion and Analysis – Compensation Discussion and Analysis: In Detail – Key Elements of NEO Compensation Program – Our Metrics Defined."

50


Table of Contents

2019 Target Total Compensation

The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based – with direct ties to the Company and individual employee performance. The significant majority of each NEO's target compensation is at-risk based on company performance.

2019 Target Total Direct Compensation Mix

The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for the other NEOs for 2019:

GRAPHIC

AIP: Annual Incentive Plan (annual bonus), cash settled

LTIP: Long-Term Incentive Plan, denominated in equity

2019 CEO Target Total Compensation

The compensation and management development committee determined that our CEO's base salary and the target value of his annual incentive award for 2019 should remain unchanged from those in effect in 2016, 2017 and 2018 due to target cash compensation continuing to be in line with our Industry Reference Group (described in greater detail below) and the overall general industry survey data and in recognition of industry market conditions at the time. The committee increased our CEO's target long-term incentive award value for 2019 in line with our Industry Reference Group and the overall general industry survey data. The committee believes the minimal changes over several years underscores that our executive compensation program is appropriately aligned with performance, and that salaries and the target value for incentive awards are appropriately benchmarked.

 

Pay Element

 
2019


2018


% Change

 

Salary

  $ 1,150,000   $ 1,150,000     0 %  

 

Target Annual Incentive

  $ 1,552,500   $ 1,552,500     0 %  

 

Target Long-Term Incentive

  $ 5,900,009   $ 5,300,000     11 %  

 

Total

  $ 8,602,509   $ 8,002,500     7 %  

51


Table of Contents

Shareholder Engagement

We believe that building positive relationships with our shareholders is critical to CF Industries' success. We value the views of and regularly communicate with our shareholders on a variety of topics, including corporate governance, executive compensation and related matters. Management shares the feedback received from shareholders with the Board. Our chairman, our committee chairs, and other members of the Board are available to participate in meetings with shareholders as appropriate. Requests for such meetings are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. We welcome input and feedback and look forward to continued engagement with our shareholders.

We conduct shareholder outreach campaigns in the spring and in the fall. Our engagements in the spring are primarily focused on ballot items on which shareholders will vote at our annual meeting. Our engagements in the fall generally focus on voting outcomes from our prior annual meeting – including direct shareholder feedback on how they voted on ballot items – as well as potential corporate governance or executive compensation changes the Board and its committees are considering. The fall engagement also p