John W. Eaves
CF Industries HoldingsAbout John W. Eaves
Independent director of CF Industries Holdings, Inc. since 2017; age 67. Former Executive Chairman (2020–May 2024) and President & CEO (2012–April 2020) of Arch Resources (coal), with >30 years in energy and operations; designated an SEC “audit committee financial expert.” Serves on CF’s Audit Committee, Environmental Sustainability & Community Committee, and chairs the Compensation & Management Development Committee; Board is majority independent and committees are 100% independent, with all directors posting 100% meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Resources, Inc. | Executive Chairman | Apr 2020 – May 2024 | Led strategic oversight post-reorg; energy operations and risk expertise. |
| Arch Resources, Inc. | President & CEO | 2012 – Apr 2020 | Led global coal producer; deep operations, strategy, EHS oversight. |
| Arch Resources, Inc. | President & COO; SVP Marketing; VP Marketing & President Arch Coal Sales | 1987 – 2012 | Built commercial capability; supervised finance/reporting teams. |
| Diamond Shamrock Coal Co.; Natomas Coal Co. | Marketing roles | Pre-1987 | Commercial leadership in energy markets. |
| Arch Resources, Inc. | Chapter 11 reorganization (company) | Jan–Oct 2016 | Company filed and emerged under Chapter 11 (context for risk). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Resources, Inc. | Director | 2006 – 2024 | Former CEO/Executive Chairman; public company governance. |
| National Association of Manufacturers | Board member (prior) | n/a | Industry policy, manufacturing advocacy. |
| National Mining Association | Board member (prior) | n/a | Sector policy; mining industry governance. |
Board Governance
- Committee assignments: Compensation & Management Development (Chair) ; Audit (Member) ; Environmental Sustainability & Community (Member) .
- Independence: Non‑employee directors, including Eaves, determined independent under NYSE; all standing committees 100% independent.
- Attendance: Each director attended 100% of Board and committee meetings in 2024; Audit Committee held nine meetings, with Eaves a member.
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting.
- Board leadership: Independent Chair and separate CEO; Chair also serves as Lead Independent Director (Stephen J. Hagge).
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 | $132,500 |
| Stock Awards – grant date fair value ($) | $160,033 | $159,976 |
| Dividends on Restricted Stock ($) | $3,228 | $4,099 |
| Total ($) | $293,261 | $296,575 |
| Unvested Restricted Shares (year‑end) | 2,167 shares (12/31/2023) | 2,010 shares (12/31/2024) |
- Program design: Annual cash retainer $115,000; committee chair adders — Compensation Chair $17,500; no meeting fees; Chair of the Board retainer $195,000.
Performance Compensation
| Equity Component | Annual Grant Value | Vesting | Notes |
|---|---|---|---|
| Restricted Stock (time‑based) | $160,000 (non‑employee directors) | Vests on earlier of next annual meeting or 1‑year anniversary | Rounded to nearest whole share; Chair of Board receives $260,000. |
- No stock options or performance‑vesting awards disclosed for directors; dividends accrue on restricted stock during vesting.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates |
|---|---|---|---|
| Arch Resources, Inc. | Public company | Director; former CEO/Executive Chairman | 2006 – 2024 |
| National Association of Manufacturers | Trade association | Board member (prior) | n/a |
| National Mining Association | Trade association | Board member (prior) | n/a |
- No current public company directorships disclosed beyond Arch Resources (ended 2024).
Expertise & Qualifications
- Audit committee financial expert; accounting/finance supervision experience; risk management and operations depth from energy sector leadership.
- EHS and sustainability oversight experience; senior executive leadership; public company governance and strategic initiatives.
Equity Ownership
| Metric | 2018 | 2019 | 2022 | 2024 | 2025 |
|---|---|---|---|---|---|
| Total Beneficial Shares | 3,971 | 7,270 | 18,126 | 21,862 | 23,872 |
| Percent of Class | <1% | <1% | <1% | <1% | <1% |
| Unvested RS (incl. in totals) | n/a | 3,299 | 3,023 | 2,167 | 2,010 |
- Stock ownership guidelines: Directors must maintain CF stock with market value equal to 5x annual cash retainer; hedging and pledging prohibited.
- Compliance status vs guideline not explicitly disclosed; depends on market value at measurement dates.
Governance Assessment
- Board effectiveness: Eaves chairs the Compensation & Management Development Committee, which uses independent consultant Exequity and peer/NACD data; committee is fully independent — supports pay governance rigor.
- Independence and engagement: Independent director with 100% attendance; member of Audit and E&S committees; Audit Committee held nine meetings, indicating active oversight cadence.
- Alignment: Director pay mix tilts to equity via annual restricted stock; mandatory ownership guideline (5x retainer) and ban on hedging/pledging strengthen alignment.
- Potential conflicts/related party: CF maintains a formal related‑person transaction policy under Audit Committee oversight; no specific related‑party transactions involving Eaves identified in the reviewed proxy content.
- Risk indicators: Prior involvement with a company that underwent Chapter 11 (Arch Resources, 2016) is a historical governance consideration but not a current CF‑specific issue.
- Say‑on‑pay context: Board recommends FOR the NEO say‑on‑pay proposal; Eaves’ committee oversees executive compensation design including EBITDA, clean energy, sustainability, and process safety metrics (important inputs to investor confidence on pay‑for‑performance).
Overall, Eaves brings deep operating, finance, and risk oversight experience from the energy sector, chairs a key independent committee with established benchmarking protocols, and demonstrates high engagement; historical Chapter 11 association is a monitoring point, mitigated by CF’s strong governance controls (ownership guidelines, hedging/pledging ban, independent chair, executive sessions, and committee independence).