Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Shareholder Meeting (April 2018)
20 slides from Cf Industries's shareholder meeting presentation, Apr 26, 2018
Slide 1: Business Overview
Business Overview Essential plant nutrient End uses for our products Chemical feedstock Emissions control CF Industries is a leading global commodity fertilizer and chemical company with outstanding operational capabilities and a highly cost advantaged production and distribution platform Our 3,000
Slide 2: Performance & Executive Compensation
Performance & Executive Compensation
Slide 3: Performance & Executive Compensation Summary
Performance & Executive Compensation Summary Market volatility impacts business performance despite operational strength: We operate in a highly cyclical industry, and our management team has delivered strong results in a challenging environment Robust benchmarking process: CEO target total direct c
Slide 4: Strong Performance Supporting Long-Term Value Creation
Strong Performance Supporting Long-Term Value Creation Achieved industry leading recordable injury rate of 0.67 (industry average: 2.2), our lowest rate, while being the largest nitrogen producer in the world New capacity expansion plants started up safely and achieved up to 15-20% higher output tha
Slide 5: Components of 2017 Compensation
= Base Salary Components of 2017 Compensation Paid in line with individual performance and contribution to company goals Aligned to competitive market data – all of our named executive officers are at or slightly below the peer group median for target total direct compensation Remained unchanged fro
Slide 6: Committee Process for Benchmarking and Target-Setting
Committee Process for Benchmarking and Target-Setting CF’s compensation has been at the 50th percentile (± 15% based on individual contribution) of our peer group for target total direct compensation with opportunity to achieve above market compensation (75th percentile) for excellent performance Th
Slide 7: Annual Incentive Performance Metrics Align with Strategy
Annual Incentive Performance Metrics Align with Strategy The annual incentive awards granted to our named executive officers are contingent on exceeding an EBITDA funding threshold for the company's fiscal year, with the compensation committee reserving negative discretion If that EBITDA funding thr
Slide 8: Historical Payouts Demonstrate Pay-for-Performance Linkage
Historical Payouts Demonstrate Pay-for-Performance Linkage Despite significant accomplishments in operating our assets reliably and safely, our financial results were negatively impacted, particularly during 2015 and 2016, due to one of the weakest global nitrogen pricing environments of the last tw
Slide 9: Supplemental Shareholder Alignment Award
Supplemental Shareholder Alignment Award Our executive team has executed on transformative projects, and management continuity is critical to our success, particularly as the Company’s new expanded production capabilities are operating at capacity The RSU award has a 3-year cliff vesting schedule, a
Slide 10: Compensation Governance
11 Compensation Governance Strong pay-for-performance alignment Robust clawback policy CEO stock ownership guideline: 5x base salary Annual bonus is 100% formulaic A majority of compensation for CEO and NEOs is performance-based and paid in equity No employment agreements Named executive officers ar
Slide 11: Special Meeting Ratification
Special Meeting Ratification
Slide 12: Overview of Management Proposal to Ratify Special Meeting Right
Overview of Management Proposal to Ratify Special Meeting Right 13 We are seeking ratification of our current charter and bylaw provisions that grant holders of at least 25% of our outstanding shares the ability to call special meetings 1 The Board has evaluated a number of different factors, and be
Slide 13: Special Meeting Right Considerations
Special Meeting Right Considerations We have maintained our special meeting right, which includes a 25% ownership threshold, since we put forward a management proposal in 2014 that passed with overwhelming support This year, we received a shareholder proposal to reduce the ownership threshold for ou
Slide 14: Recent Board Changes to Special Meeting Right
Recent Board Changes to Special Meeting Right CF’s Board of Directors amended the Company’s Bylaws to update certain provisions on the right of shareholders to call a special meeting Previously, shareholders were prohibited from calling a special meeting with respect to an item other than the electi
Slide 15: We Are Asking for Your Support at our 2018 Annual Meeting
We Are Asking for Your Support at our 2018 Annual Meeting We have a qualified and experienced Board of Directors with the right skills and expertise to oversee management We link pay with performance, setting rigorous targets and aligning incentives with results that drive shareholder value We maint
Slide 16: We Are Asking for Your Support at our 2018 Annual Meeting
We Are Asking for Your Support at our 2018 Annual Meet + We have a qualified and experienced Board of Directors with the right skills and expertise to oversee management + Welink pay with performance, setting rigorous targets and aligning incentives with results that drive shareholder value + We mai
Slide 17: Corporate Governance Practices
18 Regular assessment of Board composition and attributes; consideration of diversity in identifying nominees for directors Annual election of directors Proxy access bylaw (3% ownership threshold with a 3-year holding period / 25% of the Board / 20 aggregation limit) Stock ownership requirements for
Slide 18: Independent Board with the Right Skills and Expertise
Independent Board with the Right Skills and Expertise Balanced Tenure Average Tenure: 6.9 Years Summary of Core Director Competencies Skill Definition Total1 Public Company Governance Deep understanding of the Board’s duties and responsibilities enhances board effectiveness and ensures independent o
Slide 19: Safe harbor statement
Safe harbor statement All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company” or “we,” “our” or “us”), other than those relating to historical facts, are forward-looking statements. These statements relate to analyses and other information
Slide 20: Safe harbor statement
Safe harbor statement Al statements in this communication by CF Industries Holdings, Inc. together with its subsidiaries, the “Company’ or “we,” “our” or “us"), other than those relating to historical facts, are forward-looking statements. These statements relate to analyses and other information th
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