Ashraf K. Malik
CF Industries HoldingsAbout Ashraf K. Malik
Ashraf K. Malik (age 59) is Senior Vice President, Manufacturing and Distribution at CF Industries, a role he has held since September 2019 after serving as Vice President, Site Operations from January 2012 to September 2019; prior roles include Director of Manufacturing at GrowHow UK (2007–2012) and earlier engineering/operations posts at Terra Industries and ICI. He holds a BSc in engineering from City, University of London . Company performance during his tenure includes continued TSR outperformance versus peer benchmarks across 1-, 3-, 5-, 7-, and 10-year windows as of year-end 2024 and strong execution on safety and clean energy initiatives (including Waggaman integration and CCS commissioning activities in 2024) . 2024 results: net earnings attributable to common stockholders of $1.22B and EBITDA of $2.33B; adjusted EBITDA $2.28B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CF Industries | Senior VP, Manufacturing & Distribution | 2019–present | Leads global manufacturing/distribution with operational safety focus and network reliability; advanced decarbonization projects and integration of Waggaman facility |
| CF Industries | VP, Site Operations | 2012–2019 | Oversaw site operations across network, underpinning high asset utilization and safety performance |
| GrowHow UK Limited | Director of Manufacturing | 2007–2012 | Led ammonia/fertilizer manufacturing in UK, experience leveraged post-acquisition landscape |
| Terra Industries Inc.; ICI plc | Engineering/Operations roles | n/a | Progressive engineering and operations leadership in nitrogen/chemicals |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $550,000 |
| Target Bonus % (AIP) | 75% of base salary for 2024 |
| Actual Bonus Paid | $519,750 for 2024 performance |
| All Other Compensation | $105,479 total; includes 401(k)/Supplemental plan credits, life insurance premiums ($756), cash dividend equivalents on RSUs ($15,648), and perquisites (financial advisory services and executive physical) |
Performance Compensation
Annual Incentive Plan (AIP) – Metrics and 2024 Outcomes
| Metric | Weight | 2024 Target | 2024 Actual | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $2.75B | $2.28B | Financial metric under AIP differs slightly from reported adjusted EBITDA; committee set targets considering cyclical pricing and gas costs |
| Clean Energy Milestones | 20% | 2 milestones | Achieved 4 | CCS and low-carbon ammonia program progress |
| Sustainability Initiatives | 10% | 2 milestones | Achieved 4 | Technology and reporting capability milestones, including Waggaman integration |
| Process Safety (Behavioral Gate) | Gating | ≥95% | 99.4% | Gate achieved |
| Process Safety (Timely Inspections/MOCs) | 10% | 95% | 99.8% | Timely completion percentage |
The committee’s design links pay to financial, safety, sustainability, and clean energy execution, reflecting CF’s strategic priorities and cyclicality .
Long-Term Incentives (LTIP) – Structure and 2024 Grants
- Mix: 60% performance-vesting RSUs (PRSUs) and 40% time-vesting RSUs; no stock options since 2018 .
- PRSU performance: 3-year cliff vesting based on average RONA across three one-year periods plus a 3-year TSR modifier (+/–20%) .
- RSU vesting: 3 equal annual installments following grant .
| 2024 Grant (Jan 3, 2024) | Threshold (#) | Target (#) | Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSU | — | — | — | 4,645 units; $384,142 |
| PRSU1 (2024 performance tranche) | 929 | 2,323 | 5,575 | $200,591 |
| PRSU2 (2023 award – year 2) | 592 | 1,479 | 3,550 | $121,337 |
| PRSU3 (2022 award – year 3) | 724 | 1,809 | 4,342 | $166,953 |
2024 Stock Vested: 21,898 shares vested for Malik with $1,770,947 value realized; computed at vest-date market price .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/13/2025) | 11,855 shares; <1% of outstanding |
| Outstanding Unvested/Unearned (12/31/2024) | RSUs: 1,206 (2022), 1,973 (2023), 4,645 (2024). PRSUs: 7,456 (2022 cycle earned above target and pending certification), unearned 4,437 (2023 cycle), 6,968 (2024 cycle). Market values in table below . |
| Options Outstanding | None outstanding as of 12/31/2024 (no option grants since 2018) |
| Ownership Guidelines | NEOs must hold stock = 2× salary; all officers in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors and executive officers |
| 10b5-1 Plan (potential selling pressure) | Adopted March 15, 2024 to sell up to 16,090 shares between June 14, 2024 and Feb 14, 2025 |
Outstanding equity details (12/31/2024):
| Award | Amount (#) | Market Value ($) |
|---|---|---|
| RSU (1/4/2022) | 1,206 | 102,896 |
| RSU (1/3/2023) | 1,973 | 168,336 |
| RSU (1/3/2024) | 4,645 | 396,311 |
| PRSU (2022 cycle; performance period 1/1/22–12/31/24; earned 137% of target across NEOs) | 7,456 | 636,146 |
| PRSU (2023 cycle; unearned) | 4,437 | 378,565 |
| PRSU (2024 cycle; unearned) | 6,968 | 594,510 |
Note: Values use $85.32/share as of 12/31/2024 per proxy methodology .
Employment Terms
- Employment agreement: CF discloses no individual employment/severance agreements for executive officers beyond change-in-control (CIC) arrangements and standard policies .
- Change-in-control: Double-trigger cash severance (termination without cause or good reason within 24 months of CIC). Malik multiple = 2× (base salary + target annual incentive) plus pro-rata AIP for year of termination; 2 years welfare continuation; cash in lieu of employer 401(k)/supplemental contributions for 2 years. No excise tax gross-up; cutback to avoid 280G unless better after-tax outcome .
- Equity upon CIC: Single-trigger acceleration under equity plans (restrictions lapse, performance deemed at greater of target or actual-to-date), unless the committee provides alternate consideration in the CIC .
Estimated CIC payments if CIC occurred 12/31/2024 with $85.32 transaction price (and a qualifying termination):
| Component | Malik ($) |
|---|---|
| Cash Severance (2× salary+target; plus pro-rata AIP) | 2,337,500 |
| Retirement Savings Plan Enhancement (401k/Supplemental) | 136,100 |
| Early Vesting of RSUs/PRSUs | 2,103,650 |
| Other CIC Benefits (welfare, outplacement) | 101,464 |
| Estimated Excise Tax Gross-Up | N/A (no gross-up) |
| Total | 4,678,714 |
Clawback Policy: Dodd-Frank-compliant recoupment adopted Oct 2023 covering all incentive-based compensation for executive officers for 3 years prior to a required accounting restatement; forfeiture/repayment on a pre-tax basis .
Performance & Track Record
- Safety and Operations: Company 12-month rolling average recordable incident rate of 0.31 per 200,000 work hours as of 12/31/2024; asset utilization and SG&A efficiency remained industry-leading .
- Strategic execution: Integrated Waggaman ammonia facility acquired Dec 2023; commenced commissioning CCS at Donaldsonville with sequestration and 45Q credits expected in 2025 .
- Shareholder returns: TSR outperformed peer group across multiple timeframes as of 12/31/2024 .
Company financial trend context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 11,186,000,000 | 6,631,000,000 | 5,936,000,000 |
| EBITDA ($USD) | 6,421,000,000* | 3,132,000,000* | 2,650,000,000* |
*Values retrieved from S&P Global.
Compensation Governance, Peer Group, and Shareholder Feedback
- Pay philosophy and governance: Majority of NEO compensation is performance-based; strong stock ownership guidelines; no option repricing; minimal perquisites; hedging/pledging prohibited .
- Compensation peer group: 19-company Industry Reference Group across fertilizers/ag chemicals, specialty/commodity/diversified chemicals, and industrial gases; includes Corteva, Mosaic, Nutrien, IFF, Celanese, Ecolab, Albemarle, Chemours, Eastman, FMC, Huntsman, Olin, Air Products, etc. .
- Say-on-Pay support: Average support over the last five years >90% .
Investment Implications
- Alignment and incentives: Malik’s pay is tied to core value drivers (Adjusted EBITDA, RONA with TSR modifier, safety and sustainability milestones), aligning incentives with cash generation, capital stewardship, and decarbonization progress .
- Selling/overhang: A Rule 10b5-1 plan for up to 16,090 shares during 2024–early 2025 indicates planned liquidity but within policy constraints (no hedging/pledging); 2024 vesting delivered 21,898 shares, creating periodic supply but consistent with guideline compliance .
- Retention/transition risk: Malik notified intent to retire effective April 1, 2026; successor named (Trevor Williams), lowering succession uncertainty but indicating an organizational transition in manufacturing leadership ahead .
- CIC economics: Cash severance is double-trigger and market-standard (2×), but equity has single-trigger acceleration upon CIC—shareholder-unfriendly relative to best practices, though the committee can provide alternative consideration at grant; no excise gross-up for Malik .
- Company execution context: Despite cyclical downshift in prices (lower 2024 Adjusted EBITDA vs target), CF advanced CCS/clean energy initiatives and maintained safety leadership, supporting long-term value thesis and pay-for-performance narrative .