Jesus Madrazo
CF Industries HoldingsAbout Jesus Madrazo
Independent director since 2021; age 55. CEO and President of Reiter Affiliated Companies (since Nov 2023), founder and chairman of Kompali Farms; previously EVP, Public Affairs & Sustainability, Bayer Crop Science (2018–2019) and held senior operations and supply chain roles over 19 years at Monsanto. Law degree (ITESM), post‑legal degrees (UNAM; University of Arizona), MBA (Cardiff Business School). Committees: Corporate Governance & Nominating; Environmental Sustainability & Community.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG – Crop Science Division | Executive Vice President, Public Affairs & Sustainability | Aug 2018–Nov 2019 | Led sustainability/public affairs strategy |
| Monsanto Company | Executive VP, Operations (EMEA/MEAA) and Global Supply Chain; VP, Global Corporate Engagement; VP, International Row Crops Business | 19 years; joined 1999 | Oversight of >9,000 employees; planning, production, procurement, engineering, customer care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reiter Affiliated Companies | CEO & President; Board member | CEO since Nov 2023 | Largest fresh multi‑berry producer; agricultural operations leadership |
| Kompali Farms | Founder & Chairman | Ongoing | Wine grapes producer; technology + sustainability focus |
| Monte Xanic (Mexico) | Board member | Ongoing (disclosed 2024) | Premium winery |
Board Governance
- Independence: Board classifies Madrazo as independent; both committees he serves on are 100% independent.
- Committee assignments: Corporate Governance & Nominating; Environmental Sustainability & Community.
- Attendance: Each director attended 100% of Board and applicable committee meetings in 2024.
- Years of service: Director since 2021.
- Board leadership: Independent Chair (Stephen J. Hagge) who also serves as lead independent director; executive sessions held at each regularly scheduled meeting.
Fixed Compensation
Director compensation structure (non‑employee directors):
| Element | 2021 | 2023 | 2025 |
|---|---|---|---|
| Annual cash retainer ($) | $105,000 | $105,000 | $115,000 |
| Chair of the Board cash retainer ($) | — | $185,000 | $195,000 |
| Committee chair retainers ($) – Audit | — | $22,500 | $22,500 |
| Committee chair retainers ($) – Compensation | — | $17,500 | $17,500 |
| Committee chair retainers ($) – Corporate Governance & Nominating | — | $17,500 | $17,500 |
| Committee chair retainers ($) – Environmental Sustainability & Community | — | $17,500 | $17,500 |
| Annual restricted stock grant ($) | Initial grant $150,000 at appointment | $150,000 (chair: $250,000) | $160,000 (chair: $260,000) |
| Meeting fees | No fees paid for meeting attendance | No fees paid | No fees paid |
| Stock ownership guideline | 5× annual cash retainer (applies to all directors) | 5× retainer | 5× retainer |
Notes:
- At election (July 2021), Madrazo received a one‑time restricted stock grant with fair market value $150,000 and was entitled to the standard annual cash retainer.
- Restricted stock vests on the earlier of the next Annual Meeting or first anniversary of grant, subject to continued service.
Performance Compensation
CF does not use performance‑based pay for non‑employee directors; the equity component is time‑vested restricted stock. No director bonuses, PSUs, or option awards are disclosed as part of the director program; hedging and pledging of CF stock by directors is prohibited; the company maintains a clawback policy (applies to incentive awards).
Other Directorships & Interlocks
- Public company boards (past 5 years): None.
- Private/industry boards: Reiter Affiliated Companies; Monte Xanic.
- Committee roles at other boards: Not disclosed.
Expertise & Qualifications
- Agriculture industry, environmental sustainability, operations, human capital, risk management; senior executive leadership (CEO).
- Legal and business education spanning Mexico, U.S., U.K. (ITESM; UNAM; University of Arizona; Cardiff Business School MBA).
- Brings perspective as an operator and sustainability executive relevant to CF’s strategy and ESG oversight.
Equity Ownership
| Metric | FY 2022 | FY 2023 | FY 2024 (as of Mar 13, 2025) |
|---|---|---|---|
| Beneficial ownership (shares) | 3,263 | 4,832 | 9,009 |
| Percent of class | <1% | <1% | <1% |
| Unvested restricted stock included in totals (shares) | 3,263 | 1,569 | 2,010 |
| Ownership guideline | 5× annual cash retainer (company policy) | 5× annual cash retainer | 5× annual cash retainer |
| Hedging/pledging policy | Prohibited for directors | Prohibited | Prohibited |
Governance Assessment
- Strengths: Independent; relevant agriculture/sustainability/operator expertise aligned to CF’s decarbonization and clean energy strategy; 100% meeting attendance in 2024; no public company interlocks; robust stock ownership guideline; clawback policy and hedging/pledging prohibitions enhance alignment.
- Potential considerations: Concurrent external CEO role may create time demands, though 2024 attendance was 100%; no related‑party transactions disclosed involving Madrazo (company policy requires Audit Committee review/approval of any related person transactions; 2024 examples involve Fidelity’s services, not directors).
Overall, Madrazo appears to enhance Board effectiveness on sustainability and operations without apparent conflicts or attendance concerns; compensation mix (cash + time‑vested equity) affords alignment without pay‑for‑performance complexity at the director level.