CF Industries Announces Executive Changes and New Employment Agreement

TL;DR

CF Industries shakes up exec team, CEO Tony Will gets new comp deal.

AI Summary

CF Industries Holdings, Inc. announced on January 2, 2025, changes in its executive team. The company elected a new director, David L. Johnson, and appointed Christopher B. Baks as Senior Vice President, Chief Commercial Officer. Additionally, the company entered into a new employment agreement with its President and CEO, Tony R. Will, effective January 2, 2025, detailing his compensation.

Why It Matters

This filing details significant leadership transitions and executive compensation adjustments, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine executive appointments and compensation, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• CF Industries Holdings, Inc. (company) — Registrant
• David L. Johnson (person) — Elected Director
• Christopher B. Baks (person) — Appointed Senior Vice President, Chief Commercial Officer
• Tony R. Will (person) — President and CEO
• January 2, 2025 (date) — Effective date of changes and agreements

FAQ

Key Financial Figures

• $0.01 — ch registered common stock, par value $0.01 per share CF New York Stock Exchang

Filing Documents

• tm252033d1_8k.htm (8-K) — 25KB
• 0001104659-25-001388.txt ( ) — 193KB
• cf-20250102.xsd (EX-101.SCH) — 3KB
• cf-20250102_lab.xml (EX-101.LAB) — 33KB
• cf-20250102_pre.xml (EX-101.PRE) — 22KB
• tm252033d1_8k_htm.xml (XML) — 3KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 CF Industries Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32597 20-2697511 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2375 Waterview Drive Northbrook , Illinois 60062 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code ( 847 ) 405-2400 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered common stock, par value $0.01 per share CF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 2, 2025, the Compensation and Management Development Committee of the Board of Directors of CF Industries Holdings, Inc. (the "Company") approved a retention award under the Company's 2022 Equity and Incentive Plan (the "Plan") to Susan L. Menzel, the Company's Executive Vice President and Chief Administrative Officer, of 28,637 restricted stock units ("RSUs"). Subject to Ms. Menzel's continued employment or qualifying service with the Company, and subject to accelerated vesting in connection with a Change in Control (as defined in the Plan) or Ms. Menzel's death or Disability (as defined in the award agreement), the RSUs will vest in full on January 2, 2028. The retention award was effected under the Company's standard form of award agreement, except that the award does not provide for pro-rata vesting in the event of Ms. Menzel's retirement prior to the final vesting date. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 6, 2025 CF INDUSTRIES HOLDINGS, INC. By: /s/ Michael P. McGrane Name: Michael P. McGrane Title: Vice President, General Counsel, and Secretary 3