Christopher D. Bohn
CF Industries HoldingsAbout Christopher D. Bohn
Christopher D. Bohn, 57, is Executive Vice President and Chief Operating Officer (COO) of CF Industries and a director since 2024; he leads global manufacturing, distribution, sales, supply chain, and clean energy initiatives and previously served as CFO and in senior manufacturing/supply chain roles since joining CF in 2009 . CF’s 2024 performance context under his operating remit: net earnings $1.22B, EPS $6.74, EBITDA $2.33B, adjusted EBITDA $2.28B; the company returned $1.87B to shareholders via buybacks and dividends and highlighted superior TSR versus peers across multiple periods, framing pay-for-performance calibration and incentive outcomes for NEOs . The Board has an independent Chair and fully independent committees, which mitigates dual-role governance risks from Bohn’s insider directorship (no committee service) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CF Industries | EVP & COO | Feb 2024–Present | Leads global operations, commercial, supply chain, and clean energy execution . |
| CF Industries | EVP & CFO | Jul 2023–Feb 2024 | Led strategic planning, business development, investor relations, and finance . |
| CF Industries | SVP & CFO | Sep 2019–Jul 2023 | Finance leadership through commodity cycle; capital allocation support . |
| CF Industries | SVP, Manufacturing & Distribution | May 2016–Sep 2019 | Network utilization and logistics performance . |
| CF Industries | SVP, Manufacturing | Jan 2016–May 2016 | Plant operations oversight . |
| CF Industries | SVP, Supply Chain | Jan 2015–Dec 2015 | End-to-end supply chain optimization . |
| CF Industries | VP, Supply Chain | Jan 2014–Dec 2014 | Distribution and logistics execution . |
| CF Industries | VP, Corporate Planning | Oct 2010–Jan 2014 | Corporate strategy and planning . |
| CF Industries | Director, Corporate Planning & Analysis | Sep 2009–Oct 2010 | Analytical support for corporate strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hess Print Solutions | Chief Financial Officer | Aug 2007–Sep 2009 | Financial leadership in manufacturing services . |
| Merisant Worldwide, Inc. | VP Global FP&A | Earlier career | Global FP&A leadership in consumer products . |
Board Governance and Service
- Director since 2024; no committee memberships; insider (COO) director classification .
- Board committees (Audit; Compensation & Management Development; Corporate Governance & Nominating; Environmental Sustainability & Community) are 100% independent, with an independent Chair; non‑employee directors hold executive sessions each regular meeting; all directors had 100% attendance in 2024 .
- Dual-role implications: Insider directorship without committee roles plus independent Chair/committees reduces independence concerns (no CEO/Chair concentration) .
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 660,000 | 700,000 | 795,577 (mid‑year increase to $800,000 upon COO appointment) |
| Non-Equity Incentive (Annual Bonus Paid) | 1,056,000 | 678,720 | 989,691 (126% of target earned) |
| Change in Pension Value | 8,714 | 17,767 | 10,541 |
| All Other Compensation | 76,842 | 115,899 | 170,163 (incl. employer matching $27,035 and annual service credits $31,540) |
| Total Compensation | 3,967,848 | 3,719,703 | 5,180,698 |
- Target bonus percent: increased from 85% to 100% of base salary in connection with his Feb 1, 2024 COO appointment .
- No employment agreement; minimal perquisites; clawback policy in place .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout % | Notes/Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $2.75B | $2.28B | 77% | Cash, paid after year-end . |
| Clean Energy Milestones | 20% | 2 milestones | 4 milestones | 200% | Decarbonization/green ammonia progress . |
| Sustainability Process/Tech Milestones | 10% | 2 milestones | 4 milestones | 200% | Systems integration, asset mgmt/procurement . |
| Process Safety (Gate + Timely Completion) | 10% | Gate ≥95%; Timely 95% | Gate 99.4%; Timely 99.8% | 200% | Gate required; then inspections/MOCs . |
| Total AIP Payout | — | — | — | 126% of target for all NEOs | 2024 result applied to Bohn . |
Long-Term Incentive (LTI) Structure and Bohn’s 2024 Grants
- Mix: 60% PRSUs; 40% RSUs; no stock options awarded since 2018; none outstanding as of 12/31/2024 .
- PRSU performance: 3-year performance with average RONA over three one-year periods; TSR modifier ±20%; cliff vest post performance period .
- RSU vesting: 3-year ratable vesting for annual awards; specific leadership RSU vests in 2027 .
| Award Type | Grant Date | Target Units/Value | Vesting | Notes |
|---|---|---|---|---|
| PRSU | Jan 3, 2024 | 17,807 ($1,380,000) | Performance period ends 12/31/2026; vests upon certification | RONA + TSR modifier . |
| RSU | Jan 3, 2024 | 11,871 ($920,000) | 1/3 each on Jan 3, 2025; Jan 3, 2026; Jan 3, 2027 | Dividend equivalents paid in cash . |
| RSU (Leadership) | Feb 1, 2024 | 12,897 ($1,000,000) | All vest Jan 3, 2027 | Promotion to COO award . |
| 2022 PRSUs (earned) | Perf. period 1/1/2022–12/31/2024 | Earned at 137% of target | Vests upon certification post period | Applies to NEO PRSUs . |
RSU Vesting Schedule Visual
| RSU Grant | Jan 3, 2025 | Jan 3, 2026 | Jan 3, 2027 |
|---|---|---|---|
| RSU Jan 3, 2024 (11,871 total) | 3,957 | 3,957 | 3,957 |
| RSU Feb 1, 2024 (12,897 total) | — | — | 12,897 |
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Beneficial ownership (common) | 130,981 shares; <1% of class . |
| Options outstanding | None as of 12/31/2024 . |
| RSUs unvested (at FY-end) | 3,015 (2022), 5,072 (2023), 11,871 (2024), 12,897 (Feb 1, 2024) . |
| PRSUs outstanding (unearned target) | 11,411 (2023 PRSUs), 17,807 (2024 PRSUs); 2022 PRSUs earned 18,639 pending certification . |
| Market value reference | Valuations use $85.32 closing price (Dec 31, 2024) . |
| Stock ownership guidelines | Strong executive and director stock ownership guidelines . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Director pay for Bohn | No additional compensation for service as director . |
Employment Terms
- Agreements: No employment agreements; clawback policy covers incentives; minimal perquisites; executive officers prohibited from hedging/pledging CF stock .
- Change-in-control (CIC): Double trigger cash severance (qualifying termination within 24 months of CIC); single trigger equity acceleration for RSUs/PRSUs (committee discretion on consideration under 2022 plan) .
- CIC severance multiple: Cash payment equals 2x (CEO 3x) base salary plus target annual incentive, plus pro‑rata target bonus for year of termination; welfare benefits/outplacement; retirement savings enhancements; equity acceleration to greater of target or actual-to-date .
- Excise tax gross-up: Not provided for Bohn; legacy gross-up applies only to Mr. Frost; Board policy prohibits new 280G gross-ups .
Estimated CIC Benefits for Bohn (as of 12/31/2024; CF stock $85.32)
| Component | Amount ($) |
|---|---|
| Cash Severance (2x base + target bonus + target year bonus) | 4,000,000 |
| Retirement Savings Plan Enhancement | 201,834 |
| Early Vesting of RSUs/PRSUs | 6,453,519 |
| Other CIC Benefits | 115,114 |
| Estimated Excise Tax Gross-up | N/A |
| Total | 10,770,468 |
Compensation Committee and Peer Benchmarking
- Compensation & Management Development Committee is fully independent; uses Exequity for market data; targets 50th percentile of a 19‑company Industry Reference Group; metrics set to reflect cyclicality with probabilities for threshold/target/max achievement; governance features include clawbacks and prohibition on option repricing .
Performance & Track Record
- Operational metrics: safety incident rate 0.31 per 200k hours; strong asset utilization and low SG&A as % of sales; shareholder returns of $1.87B in 2024 .
- Clean energy execution: CCS projects at Donaldsonville (CO2 sequestration up to 2MM tons starting 2025) and Yazoo City (start 2028); FEED completed for ATR+CCS Blue Point plant ($4B project; common infrastructure ~$500M) with JDAs (Mitsui, JERA) .
- TSR: CF states TSR exceeds peer group across 1-, 3-, 5-, 7-, 10-year periods ended Dec 31, 2024, supporting performance linkage in incentives .
Director Compensation (for Bohn)
- No additional cash or equity compensation for service as director (as an executive director) .
Say-On-Pay & Shareholder Feedback
- 2025 agenda includes Say-on-Pay (Board recommends FOR), with compensation program aligning pay to performance; shareholder engagement program is ongoing; a shareholder proposal seeks approval for “excessive golden parachutes” (>2.99x salary+target bonus), which the Board opposes .
Risk Indicators & Red Flags
- Equity single-trigger acceleration at CIC is shareholder-sensitive and may be viewed as a governance risk despite double-trigger cash severance; however, committee cites difficulty preserving performance/vesting post‑CIC .
- No option repricing; no excise tax gross-ups for Bohn; hedging/pledging prohibited; clawback policy in place, mitigating alignment risks .
Investment Implications
- Incentive design levers tie AIP to Adjusted EBITDA and strategic clean energy/safety milestones; 2024 payout at 126% reflects strong non-financial execution despite price headwinds, signaling management prioritization of decarbonization and operational safety that may support long-term cash generation but can moderate near-term profitability incentives .
- Upcoming vesting events: three RSU tranches in early 2025/2026/2027 and a 2027 cliff RSU from the COO promotion; PRSU certifications in early 2025 (2022 cycle) and post-2025/2026 cycles—these could create episodic selling pressure around vesting windows; monitoring Form 4s around those dates is prudent .
- CIC framework yields sizable equity acceleration and 2x cash severance for Bohn; while standard, investors should factor potential transaction-related dilution/expense in event-driven scenarios; absence of gross-ups and clawback/ownership/anti-hedging policies are positive alignment signals .
- As an insider director without committee roles under an independent Chair and fully independent committees, governance structure tempers independence concerns; compensation benchmarking at median with no options and heavier RSU/PRSU mix reduces risk-taking bias inherent to options, aligning with CF’s cyclical profile and long-cycle clean energy strategy .