Gregory Cameron
CF Industries HoldingsAbout Gregory Cameron
Gregory D. Cameron (age 56) is Executive Vice President and Chief Financial Officer of CF Industries, appointed effective June 17, 2024. He previously served as President & CFO and earlier EVP & CFO of Bloom Energy, and held multiple senior leadership roles at General Electric including CEO, Global Operations (GE Company) and CEO, Global Legacy Solutions (GE Capital); he holds a BA in Economics from St. Lawrence University . CF’s 2024 performance context included Adjusted EBITDA of $2.284 billion and net income of $1.477 billion, while the 2022–2024 PRSU cycle used a 3‑year TSR of 41.1% as a modifier reference; 2024 RONA was 24.7% (year 3 of the 2022 PRSUs) . Cameron’s 2024 annual incentive paid at 126% of target on company results (EBITDA, clean energy milestones, sustainability milestones, and process safety) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bloom Energy | President & CFO | Feb 2023 – May 2024 | Senior finance/operator leadership at clean energy OEM |
| Bloom Energy | EVP & CFO | Apr 2020 – Feb 2023 | Led finance through growth and scaling period |
| GE Company | President & CEO, Global Operations | 2018 – 2019 | Ran GE’s global operations platform |
| GE Capital | President & CEO, Global Legacy Solutions | 2016 – 2018 | Led wind‑down/legacy portfolio management |
| GE Capital | CFO, Americas | 2009 – 2016 | Regional CFO leadership for GE Capital Americas |
External Roles
- Not disclosed in the company’s proxy or 8‑K filings for Gregory Cameron. (No additional public company directorships disclosed) .
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base salary (pro‑rated) | $403,846 | |
| Target bonus (% of salary) | 90% | |
| Non‑equity incentive (AIP) paid | $457,962 | |
| All other compensation | $42,057 | |
| 2025 Base salary | $770,000 | |
| 2025 Target bonus (% of salary) | 90% |
Notes:
- Initial employment terms set base salary at $750,000 and target bonus at 90% (June 2024 appointment); 2025 adjustments raised base to $770,000 with target bonus unchanged at 90% .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Metric | Weight | Target | Actual | Payout on Metric |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $2.75B | $2.28B | 77% |
| Clean Energy milestones | 20% | 2 milestones | 4 milestones | 200% |
| Sustainability milestones | 10% | 2 milestones | 4 milestones | 200% |
| Process Safety (safety gate + timely inspections/MOCs) | 10% | Gate ≥95%; Target 95% timely | Gate 99.4%; Timely 99.8% | 200% |
| Total AIP Payout | — | — | — | 126% of target |
- For Cameron, the 126% payout implies an annual incentive approximately consistent with $457,962 reported, reflecting partial‑year service and the 90% target bonus .
Long‑Term Incentives – 2024 Grants and Design
| Award | Grant date | Units (target) | Grant value | Key terms |
|---|---|---|---|---|
| PRSUs (annual LTI) | Jun 17, 2024 | 18,566 | $1,440,000 | 3‑year performance (2024–2026); Earned on average one‑year RONA over 3 years with TSR modifier ±20%; vests upon certification after period |
| RSUs (annual LTI) | Jun 17, 2024 | 12,377 | $960,000 | Ratable vesting: 1/3 on 1st anniversary, 1/3 on Jan 3, 2026, 1/3 on Jan 3, 2027; cash dividend equivalents |
| RSUs (one‑time new hire) | Jun 17, 2024 | 12,893 | $1,000,000 | Ratable vesting in equal annual installments on each of the first three anniversaries; cash dividend equivalents |
Accounting reference values (full grant date fair value) for Cameron’s 2024 LTI: RSUs $916,146 and PRSUs at target $1,407,860; new‑hire RSUs $954,340 (separate) .
PRSU Performance Mechanics and 2024 Calibration
- RONA payout scale per year: 50%–200% of target; 3‑year average determines core earnout; final payout multiplied by TSR modifier of 80%–120% over the 3‑year period .
- 2024 RONA performance was 24.7% → 79% payout for that year’s tranche; 2022 PRSU cycle (company‑wide) paid 137% after 3‑year average RONA payout of 115% and TSR modifier 120% on a 41.1% 3‑year TSR .
No Stock Options Outstanding
- CF has not granted stock options to NEOs since 2018; none outstanding as of Dec 31, 2024 .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial ownership (3/13/2025) | “—” shares; less than 1% of class; new to company in June 2024 |
| Outstanding RSUs (12/31/2024) | 12,377 (annual LTI) + 12,893 (new hire); market values $1,056,006 and $1,100,031 at $85.32, respectively |
| Outstanding PRSUs (target, unearned) | 18,566 (2024–2026 cycle); market value $1,584,051 at $85.32 (assumes target under SEC rules) |
| Vested vs. unvested | No 2024 stock award vesting for Cameron; all listed awards unvested at 12/31/2024 |
| Ownership guidelines | NEOs must hold stock equal to 2x base salary within 5 years; all officers in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited under company policies (governance practice) |
Vesting schedule highlights:
- Annual LTI RSUs: 1/3 on first anniversary of 6/17/2024, 1/3 on 1/3/2026, 1/3 on 1/3/2027; PRSUs cliff after 12/31/2026 upon certification; New‑hire RSUs vest in equal annual installments on the first three anniversaries of 6/17/2024 .
Employment Terms
| Term | Cameron economics | Notes |
|---|---|---|
| Employment start date | Effective June 17, 2024 | Appointed EVP & CFO |
| Base salary at hire | $750,000 | Set on appointment; 2025 base $770,000 |
| Target annual bonus | 90% of base salary | AIP metrics company‑wide; no individual goals disclosed |
| Change‑in‑control (CIC) cash severance | 2x (salary + target bonus) + pro‑rata AIP + 2 years benefits and 401(k)/SB&DP credits; outplacement up to 2 years | Double‑trigger (requires CIC + qualifying termination); standard senior executive form |
| Equity upon CIC | Plan provides single‑trigger vesting: restrictions lapse; PRSUs deem at ≥ target or actual to‑date; awards vest | Committee discretion on consideration under 2022 Plan; AIP pays ≥ target or actual for year of CIC |
| Estimated CIC payout (if CIC on 12/31/2024 and termination) | Severance $3,525,000; Retirement Savings Plan enhancement $150,000; Early vesting of RSUs/PRSUs $3,740,088; Other CIC benefits $97,763; Total $7,512,851 | Estimates at $85.32/share; no excise tax gross‑up for Cameron |
| Employment agreements | None (no general employment/severance agreements outside CIC regime) | Company practice; exceptions noted for specific retention awards to others |
| Clawback policy | In place covering incentive awards | Mentioned in leading practices and risk analysis |
| Related party transactions | None for Cameron (Item 404) | 8‑K states no material interest |
Compensation Structure Analysis
- Mix and risk profile: 2024 long‑term incentives split 60% PRSUs, 40% RSUs; no options since 2018. PRSUs based on RONA with a TSR modifier, promoting capital efficiency and shareholder alignment; RSUs provide retention and direct exposure to share price .
- AIP linkage: 60% Adjusted EBITDA, 40% on strategic/safety initiatives; 2024 payout at 126% reflects under‑target EBITDA offset by overachievement on clean energy, sustainability and process safety metrics .
- Benchmarking: Target total direct compensation aimed at 50th percentile vs an Industry Reference Group (19 companies) and general industry survey data (Exequity) .
- Say‑on‑pay: ~95% approval at 2024 annual meeting; investor feedback viewed alignment as reasonable .
- Tax gross‑ups: Company policy against new 280G gross‑ups since 2014; Cameron’s CIC agreement contains no excise tax gross‑up .
Equity Award and Vesting Calendar (Cameron)
| Date | Award | Units | Vesting/payout detail |
|---|---|---|---|
| Jun 17, 2024 | RSUs (annual LTI) | 12,377 | 1/3 on 6/17/2025; 1/3 on 1/3/2026; 1/3 on 1/3/2027 |
| Jun 17, 2024 | RSUs (new hire) | 12,893 | Equal installments on each of first three anniversaries of 6/17/2024 |
| 2024–2026 | PRSUs (annual LTI) | 18,566 (target) | Earned on average 1‑yr RONA over 3 years with TSR modifier; vests after certification post 12/31/2026 |
Potential insider selling pressure: First RSU tranches vest on 6/17/2025 and 1/3/2026 (tax withholdings/sales possible), with additional vesting in 2026 and 2027; PRSU settlement occurs after certification in early 2027 for the 2024–2026 cycle .
Governance & Risk Indicators
- Prohibited hedging/pledging; stock ownership guidelines require NEOs to hold 2x salary within 5 years; company reports all officers in compliance as of 12/31/2024 .
- Compensation and benefits risk analysis concluded program balances risk and reward appropriately; clawback policy applies; strong pay‑for‑performance narrative .
- CIC protections: Double‑trigger cash severance; plan‑level single‑trigger equity vesting could accelerate a meaningful portion of unvested awards in a transaction .
Investment Implications
- Alignment and incentives: Cameron’s compensation is heavily equity‑based (PRSUs/RSUs) with PRSUs tied to capital efficiency (RONA) and modified by multi‑year TSR, aligning decisions with shareholder value creation through 2026; 2024 AIP result (126%) shows balanced emphasis on EBITDA and strategic milestones .
- Retention and selling pressure: As a new CFO with substantial unvested RSUs (two grants) and PRSUs, retention risk is mitigated near‑term; watch for routine sales around first vesting dates (June 17 anniversaries and January 3 tranches) for tax and diversification purposes .
- Transaction sensitivity: In a CIC, equity accelerates (plan single‑trigger) and cash severance is double‑triggered at 2x salary+target bonus; this reduces downside for the executive and can influence negotiation posture, but is consistent with market practices and not shareholder‑punitive (no excise tax gross‑up for Cameron) .
- Ownership: Beneficial ownership was de minimis as of March 13, 2025 (reflecting recent hire), with alignment primarily through unvested equity and ownership guidelines (2x salary over 5 years) .
Sources: CF Industries DEF 14A (Mar 25, 2025) and CF 8‑K (Jun 20, 2024; Jan 6, 2025) .