Anne P. Noonan
CF Industries HoldingsAbout Anne P. Noonan
Anne P. Noonan (age 61) is an independent director of CF Industries, serving since 2015, with deep operating experience as a former CEO in chemicals and construction materials and current chair of the Corporate Governance and Nominating Committee; she also serves on the Compensation and Management Development Committee . Her core credentials include operations, chemical industry expertise, EHS and environmental sustainability, human capital management, public company governance, risk management, senior executive leadership, and strategy . In 2024, she attended 100% of Board and committee meetings, consistent with CF’s disclosed attendance by all directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. | President & CEO; Director | Sep 2020 – Feb 2025 | Led vertically integrated construction materials company; brings operations and strategy expertise |
| OMNOVA Solutions Inc. | President & CEO | Dec 2016 – Apr 2020 | Global provider of emulsion polymers/specialty chemicals; leadership in EHS, sustainability, HCM |
| OMNOVA Solutions Inc. | President, Performance Chemicals | 2014 – Dec 2016 | Business leadership in specialty chemicals |
| Chemtura Corporation | SVP & President, Industrial Engineered Products; Corporate Development | 1987 – 2014 | Progressive operating and corporate strategy roles in specialty chemicals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. | Director | Sep 2020 – Feb 2025 | Public company directorship; industry and operations perspective |
| OMNOVA Solutions Inc. | Director | Dec 2016 – Apr 2020 | Public company directorship |
| Current public company boards | None | — | “Other Public Boards” listed as 0 for Noonan in CF slate |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation & Management Development .
- Independence: Yes; CF’s standing committees are 100% independent; independent Chair of the Board separate from CEO .
- Attendance: 100% Board and committee meetings in 2024; Board held 5, Audit 9, Compensation 6, Governance 4, Environmental Sustainability 5 meetings .
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting .
| Governance Item | Status | Notes |
|---|---|---|
| Independence | Independent | Listed “Yes” in director slate |
| Committees | Governance (Chair); Compensation (Member) | Governance responsibilities include Board composition, principles, evaluations; Compensation oversees executive and director pay and succession planning |
| 2024 Attendance | 100% | All directors attended 100% of meetings |
| Board Leadership | Independent Chair (Stephen J. Hagge) | Hagge is Chairman & Lead Independent Director; committees fully independent |
Fixed Compensation
| Element | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Non‑employee director annual cash retainer |
| Committee chair fee (Governance & Nominating) | $17,500 | Additional annual cash retainer for committee chair |
| Meeting fees | $0 | CF does not pay meeting fees to directors |
| 2024 cash received (Noonan) | $132,500 | Reflects retainer + chair fee in 2024 |
Performance Compensation
| Item | Value/Terms | Notes |
|---|---|---|
| Annual restricted stock grant (policy) | $160,000 | Granted at Annual Meeting; rounded to nearest share; Chair of Board receives $260,000 |
| Vesting | Time‑based | Vests at earlier of next Annual Meeting or first anniversary of grant |
| 2024 stock awards (accounting grant-date fair value, Noonan) | $159,976 | ASC 718 fair value for 2024 director grant |
| Outstanding unvested restricted shares (12/31/2024, Noonan) | 2,010 shares | Unvested RS count; can vote during vesting |
| Dividends on restricted stock (2024, Noonan) | $4,099 | Reported as “All Other Compensation” |
Note: CF’s non‑employee director equity is time‑based restricted stock; no performance‑conditioned metrics (e.g., TSR, EBITDA) are disclosed for director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Past public company boards (within 5 years) | Summit Materials (Sep 2020 – Feb 2025); OMNOVA Solutions (Dec 2016 – Apr 2020) |
| Potential interlocks/conflicts | No current public boards; proxy’s related party transactions section does not cite any transaction involving Noonan |
Expertise & Qualifications
- EHS aspects of operations; environmental sustainability; human capital management; chemicals industry focus; operations; public company governance; risk management; senior executive leadership (CEO); strategy & strategic initiatives .
- Tenure: Director since 2015 (10 years as of the 2025 meeting) .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (Noonan) | 30,588 shares | Less than 1% of class |
| Percent of class | <1% | As disclosed; “* Less than 1%” |
| Included unvested RS in ownership | 2,010 shares | Unvested RS counted; can be voted |
| Director ownership guideline | 5x annual cash retainer | Five years to achieve; directors prohibited from selling if not in compliance |
| Compliance status (12/31/2024) | In compliance | All directors/officers compliant as of year‑end 2024 |
| Hedging/Pledging | Prohibited | Hedging and pledging prohibited for directors/executives |
Compensation Committee Analysis
- Committee composition (2024): John W. Eaves (Chair), Javed Ahmed, Stephen J. Hagge, Anne P. Noonan, Michael J. Toelle; all independent; qualifies under Rule 16b‑3 and IRC §162(m) .
- Meetings and rigor: 6 meetings in 2024, 3 executive sessions; reviewed CD&A and recommended inclusion in proxy .
- Consultant: Exequity engaged as independent compensation consultant; provides no other services to CF; no conflicts found per Rule 10C‑1 independence factors .
- Peer/benchmarking context: CF uses a 19‑company Industry Reference Group (e.g., Corteva, Mosaic, Nutrien, Albemarle, Celanese, Ecolab, FMC, Huntsman, Olin, Air Products) to calibrate compensation levels .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approved with approximately 95% of votes cast in favor; shareholder outreach targeted ~70% of outstanding shares with no prevalent concerns flagged .
Governance Assessment
- Strengths
- Chair of Governance Committee and member of Compensation Committee, evidencing active engagement in board composition, evaluations, and pay practices .
- Independence and 100% attendance support Board effectiveness and reliability; CF committees are fully independent with an independent Chair separate from CEO .
- Strong alignment mechanisms: 5x retainer ownership guideline, full compliance, and prohibition on hedging/pledging .
- High external validation: 95% Say‑on‑Pay approval signals investor support for compensation governance .
- Potential watch items
- Prior external CEO role concluded Feb 2025; while current “Other Public Boards” is 0 (reducing interlock/time‑commitment risks), monitor for any future board additions that could create interlocks in CF’s supply/customer ecosystem .
- Related‑party transactions oversight: Fidelity service agreements approved under policy; not specific to Noonan, but continued audit committee review is appropriate .
- Director compensation levels maintained at 2023 levels (retainers and RS grant values), which supports pay stability; monitor for future changes in cash/equity mix .
No red flags identified regarding attendance, independence, hedging/pledging, or related‑party transactions involving Noonan based on the proxy disclosures reviewed .