Deborah L. DeHaas
CF Industries HoldingsAbout Deborah L. DeHaas
Independent director of CF Industries since 2021; age 65. Former Vice Chairman and Managing Partner of Deloitte’s Center for Board Effectiveness; CPA and designated “audit committee financial expert.” Current board roles include Dover Corporation (since Feb 2021) and trustee/audit committee chair at Northwestern University and University of Denver. CF committee assignments: Audit and Environmental Sustainability & Community. Attendance in 2024 was 100% for Board and her committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Vice Chairman; Managing Partner, Center for Board Effectiveness; first Chief Inclusion Officer; Regional Managing Partner (Midwest/Central); Chicago Office Managing Partner; Deloitte US Board & Executive Committee member | 18 years; retired Sept 2020 | Led quality, client satisfaction, growth and talent for 10,000+ professionals across 14 states |
| Arthur Andersen LLP | Partner | Not specified (prior to Deloitte) | Accounting leadership; contributed to audit/finance expertise |
| Corporate Leadership Center | Chief Executive Officer | Since Nov 2020 | Executive leadership development; governance effectiveness focus |
| Value Reporting Foundation (formerly SASB Foundation) | Board & Executive Committee member | Served until consolidation into IFRS Foundation in Aug 2022 | Sustainability reporting oversight |
| Northwestern University; University of Denver | Trustee; Audit Committee Chair (both institutions) | Current | Oversight of financial reporting and audit processes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Corporation | Director | Feb 2021 – Present | Diversified industrial insights; public company governance |
| Northwestern University | Trustee; Audit Committee Chair | Current | Audit oversight; fiduciary governance |
| University of Denver | Trustee; Audit Committee Chair | Current | Audit oversight; fiduciary governance |
| Corporate Leadership Center | CEO | Nov 2020 – Present | Leadership development; board effectiveness |
| Value Reporting Foundation | Board Member (prior) | Until Aug 2022 | Sustainability standards governance |
Board Governance
- Independence: Director nominees are majority independent; DeHaas is independent; all standing committees are 100% independent.
- Committee assignments: Audit Committee member; Environmental Sustainability & Community Committee member; Audit Chair is Theresa E. Wagler (DeHaas not chair).
- Attendance and engagement: Each director attended 100% of Board and committee meetings during 2024; Audit Committee held nine meetings and met in executive session at five meetings, evidencing active oversight.
- Board leadership: Independent Chair separate from CEO; executive sessions of non-employee directors at each regularly scheduled Board meeting.
- Compensation governance: Compensation & Management Development Committee uses independent consultant Exequity; no conflicts of interest; peer benchmarking governance maintained.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Non-employee director cash retainer; no meeting fees paid. |
| Committee chair fees (if applicable) | N/A | Audit Chair $22,500; other committee chairs $17,500, but DeHaas is not a chair. |
| 2024 cash earned (DeHaas) | $115,000 | As reported in 2024 director compensation table. |
| All other compensation (dividends on restricted stock, 2024) | $4,099 | Dividends on restricted stock. |
Performance Compensation
| Equity Award | Grant Value | Vesting | Unvested Shares (12/31/2024) |
|---|---|---|---|
| Annual restricted stock grant (2024) | $159,976 | Vests on the earlier of the next annual meeting or first anniversary of grant; granted on annual meeting date; rounded to nearest whole share. | |
| Chair of Board reference (not applicable to DeHaas) | $260,000 | Same vesting mechanics (Chair only) for context. | |
| DeHaas unvested restricted shares | N/A (share count) | See unvested count at year-end | 2,010 shares unvested as of 12/31/2024. |
Notes:
- CF does not grant stock options to directors; equity is delivered as restricted stock; no separate meeting fees.
- Director equity vests annually, creating alignment while limiting near-term liquidity.
Other Directorships & Interlocks
- Public company boards: Dover Corporation (current).
- Interlocks/potential conflicts: Proxy discloses related-person transactions only with Fidelity for plan services; no transactions disclosed involving DeHaas, Deloitte or Corporate Leadership Center. CF’s policy requires Audit Committee review and non-participation by the conflicted member.
Expertise & Qualifications
- CPA; SEC-designated “audit committee financial expert.”
- Environmental sustainability, human capital management, public company governance, risk management, senior executive leadership, strategy & strategic initiatives.
- Audit oversight experience as trustee/audit chair at two universities enhances financial reporting governance.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Composition Details | Ownership Guideline Compliance |
|---|---|---|---|---|
| Deborah L. DeHaas | 8,769 | <1% | Includes 2,010 unvested restricted shares that can be voted; excludes RSUs/PRSUs (not voteable). | Directors required to hold 5x annual cash retainer within 5 years; all directors/officers were in compliance as of 12/31/2024; hedging/pledging prohibited; clawback policy in place. |
Governance Assessment
- Strengths: Independent director with deep audit and board effectiveness expertise; Audit Committee member and financial expert designation; 100% meeting attendance; strong stock ownership guidelines and compliance; prohibition on hedging/pledging; independent compensation consultant governance. These factors support board effectiveness and investor alignment.
- Compensation alignment: Director pay balances cash retainer ($115k) with equity ($159,976) that vests annually, reinforcing alignment without short-term incentives or options; no meeting fees reduce potential per-meeting bias.
- Conflicts and related-party exposure: No DeHaas-specific related-party transactions disclosed; CF’s robust related-person policy and Audit Committee review mitigate conflict risk.
- RED FLAGS: None disclosed for DeHaas — no attendance shortfalls, no pledging/hedging, no related-party transactions, no committee over-boarding; she is not over the audit committee limit policy and remains independent.