CF INDUSTRIES HOLDINGS INC (CF)
Sector: Materials
2026 Annual Meeting Analysis
CF INDUSTRIES HOLDINGS INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ahmed has served since 2018 with relevant CEO and agricultural industry experience; CF's 3-year TSR of +85.9% outperforms the ^GSPC — S&P 500 benchmark (+67.2%) by +18.7pp, well below the 65pp threshold required to trigger an AGAINST vote, and he holds no other public board seats.
Arzbaecher has served since 2005 with strong financial expertise as a CPA and audit committee financial expert; the TSR trigger does not apply given CF's strong absolute return and the gap vs. ^GSPC — S&P 500 falls well short of the 65pp threshold, and he holds no other public board seats.
Bohn joined the board in 2024 and became CEO in January 2026, meaning his director tenure is under 24 months, which exempts him from the TSR trigger; he brings deep operational and financial expertise built over 15+ years at CF Industries.
DeHaas has served since 2021 and is a CPA serving as audit committee chair; the TSR trigger does not fire given CF's outperformance versus ^GSPC — S&P 500, and she holds one other public board seat (Dover Corporation), well within the four-board limit.
Eaves has served since 2017 with strong energy industry and financial expertise as an audit committee financial expert; CF's 3-year TSR outpaces ^GSPC — S&P 500 by only +18.7pp, far below the 65pp threshold to trigger a vote against, and he holds no other public board seats.
Ellerbusch joined in 2023 and brings relevant chemicals and energy industry experience; her tenure is under 24 months from the perspective of meaningful board overlap, and in any case CF's TSR performance versus ^GSPC — S&P 500 does not trigger the threshold; she holds no other current public board seats.
Madrazo has served since 2021 with relevant agricultural industry expertise; CF's strong 3-year TSR relative to ^GSPC — S&P 500 does not meet the 65pp underperformance threshold required to trigger an AGAINST vote, and he holds no other public board seats.
Noonan has served since 2015 and brings extensive CEO and chemicals industry experience; CF's TSR performance versus ^GSPC — S&P 500 does not trigger the underperformance threshold, and she holds one other public board seat (Qnity Electronics), within the four-board limit.
Toelle has served since 2017 with relevant agricultural industry expertise as a farmer and former cooperative board chair; CF's strong absolute TSR and the +18.7pp gap versus ^GSPC — S&P 500 fall well short of the 65pp trigger threshold, and he holds no other public board seats.
Wagler has served since 2014 and is a CPA and audit committee financial expert with strong financial and operational expertise; CF's TSR performance versus ^GSPC — S&P 500 does not approach the 65pp underperformance threshold, and she holds no other public board seats.
White has served since 2018 with relevant supply chain and agricultural industry experience; CF's TSR outperformance versus ^GSPC — S&P 500 does not trigger the underperformance threshold, and his current public board affiliations (Armada Acquisition Corp. III) are within the four-board limit.
All 11 director nominees receive a FOR vote. CF Industries' 3-year price return of +85.9% outperforms the ^GSPC — S&P 500 benchmark return of +67.2% by +18.7pp, well below the 65pp underperformance threshold required to trigger AGAINST votes under the strong-positive TSR tier. No director is overboarded, all relevant committee members are independent, attendance was 75%+ for all directors, and the board discloses a comprehensive skills matrix. The two retiring directors (Hagge and Will) are not standing for re-election and are not included in this slate.
Say on Pay
✓ FORCEO
W. Anthony Will
Total Comp
$13,711,938
Prior Support
N/A
CEO W. Anthony Will received total compensation of approximately $13.7 million for 2025, which is reasonable for a large-cap ($19.6B) Basic Materials company and does not appear to exceed the +20% individual CEO benchmark threshold. The compensation program is well-structured, with the majority of pay tied to performance — 60% of the long-term incentive consists of performance stock awards based on three-year Return on Net Assets with a total shareholder return modifier, and the annual bonus is 60% weighted to Adjusted EBITDA with meaningful threshold and maximum performance levels; the company achieved $2.88 billion of adjusted EBITDA versus a $2.1 billion target, reflecting genuine strong performance. Pay-for-performance alignment is demonstrated by CF's 3-year price return of +85.9% outpacing the ^GSPC — S&P 500 by +18.7pp over the same period, the company has a meaningful clawback policy meeting Dodd-Frank requirements, and shareholder engagement during 2025 revealed no material compensation concerns.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,573,400
Non-Audit Fees
$9,000
Non-audit fees (audit-related fees of $9,000) represent only 0.2% of audit fees ($4,573,400), well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for CF's $19.6B market cap, and there are no disclosed material financial restatements.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Shareholder Approval Requirement for Excessive Golden Parachutes
This proposal asks that CF Industries require a shareholder vote before paying out change-in-control packages that exceed specified thresholds — a straightforward governance improvement that gives shareholders a check on potentially excessive exit payments to executives. While the company already uses a double-trigger structure for its cash severance agreements (meaning both a change of control and a job loss must occur before cash benefits are paid), its equity awards vest automatically upon a change of control without requiring a job loss, which is a weaker protection for shareholders; the proposal targets this kind of unchecked payout. Requiring a shareholder vote on excessive golden parachutes is a mainstream governance reform that aligns executive interests with shareholder interests at a critical moment — a corporate sale — and the low bar for implementation (a simple advisory vote on large payouts) does not materially constrain the board's ability to retain talent or complete transactions.
Overall Assessment
CF Industries' 2026 annual meeting ballot presents four proposals: the full slate of 11 director nominees all receive FOR votes given the company's strong TSR performance versus the ^GSPC — S&P 500 benchmark and clean governance practices; KPMG's ratification as auditor receives a FOR vote given negligible non-audit fees; Say on Pay receives a FOR vote reflecting a well-structured, genuinely performance-linked compensation program that delivered strong results in 2025; and the shareholder proposal on golden parachute approval requirements receives a FOR vote as a legitimate governance improvement addressing single-trigger equity vesting on change of control.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing