Linda M. Dempsey

About Linda M. Dempsey

Linda M. Dempsey (age 61) is Vice President, Public Affairs at CF Industries, a role she has held since March 2020. She previously served as Vice President, International Economic Affairs at the National Association of Manufacturers and earlier as Vice President at the Emergency Committee for American Trade. She holds a B.A. in political science from Penn State and a J.D. from UC Berkeley (Boalt Hall) . During 2024, CF delivered net earnings of $1.22B, EBITDA of $2.33B, adjusted EBITDA of $2.28B, and net cash from operating activities of $2.27B, returning $1.87B to shareholders; management highlights multi‑year TSR outperformance versus peers and relevant indices on several time horizons through 12/31/2024 .

Past Roles

External Roles

• No current public company directorships disclosed for Dempsey .

Fixed Compensation

• Not disclosed in the proxy’s Summary Compensation Table (Dempsey is not a Named Executive Officer) .

Performance Compensation

CF’s plan design applies to executive officers broadly (including non‑NEOs):

• Long-term equity mix and vesting:

  • 60% PRSUs: 3‑year performance period; earned on average Return on Net Assets over three one‑year periods; subject to a 3‑year TSR modifier up to ±20% .
  • 40% RSUs: 3‑year ratable vesting .

• Annual Incentive Plan (AIP) metrics and weights for 2024: | Metric | Weight | Target | Actual/Outcome | |---|---:|---:|---:| | Adjusted EBITDA | 60% | $2.75B | $2.28B | | Clean Energy Milestones | 20% | 2 milestones | Achieved 4 milestones | | Sustainability Initiatives (process/tech/reporting) | 10% | 2 milestones | Achieved 4 milestones | | Process Safety (Behavioral Safety Gate) | Gating | ≥95% of individual safety scores ≥80 points | Achieved 99.4% | | Process Safety (Timely completion %) | 10% | 95% | Achieved 99.8% |

Notes:

• AIP design emphasizes collective performance; metric targets reflect cyclicality of the nitrogen industry .
• For 2025, weights shift to 60% Adjusted EBITDA, 30% Clean Energy & Network Optimization, 10% Process Safety (with safety gate) .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x salary; other NEOs and several other executive officers 2x; other officers 1x. All directors and officers were in compliance as of 12/31/2024 .
• Hedging/pledging: Executives are prohibited from hedging or pledging CF stock; short‑sales, derivatives, and margin accounts are prohibited per insider trading policy .
• Clawback: Updated October 2023 to comply with SEC/NYSE rules; recovery applies to incentive compensation received in the 3‑year lookback before a required restatement .

Insider activity and vesting‑driven selling pressure:

Notes:

• Dempsey filed a Form 3 upon becoming an officer (no initial holdings disclosed) . Form 4 filings cluster in early January, consistent with annual vesting cycles; share withholding for taxes (code F) can create predictable, non‑discretionary sell pressure around vest dates .

Employment Terms

Change‑in‑Control (CIC) and severance (executive officer agreements; Dempsey’s CIC agreement effective Feb 27, 2020):

• Double‑trigger requirement: benefits payable only if both a change in control and a qualifying termination (without cause or for good reason) within 24 months .
• Cash severance: 2x base salary + 2x target annual incentive, plus pro‑rata AIP for year of termination at target or higher of actual YTD; CEO at 3x .
• Benefits continuation: welfare benefits up to 24 months; outplacement up to two years; retirement savings enhancement equal to employer contributions for two years; vesting/cashout of unvested plan credits if not vested .
• Equity and AIP treatment upon CIC: RSUs/PRSUs accelerate; performance deemed at greater of target or actual to‑date; stock options (where applicable) become exercisable; AIP for CIC year deemed at greater of target or actual .
• 280G excise tax: no gross‑up for Dempsey; payments cut back to safe harbor unless better after‑tax outcome at full amount (legacy gross‑up applies only to Frost) .
• Good reason: includes material pay/benefit reduction, adverse role/responsibilities change, failure to continue material comp plans, or relocation >35 miles .
• Release and timing: severance conditioned on a release of claims; payment timing and methodology detailed in agreement .

Say‑on‑Pay and Benchmarking

• 2024 say‑on‑pay vote results: For 150,881,717; Against 8,190,913; Abstain 139,235; Broker non‑votes 6,844,963 .
• Company disclosure: average say‑on‑pay support over 90% across the last five years; 2022 Equity & Incentive Plan approved with 95% support .
• Target market positioning: total direct compensation targeted at the 50th percentile of a 19‑company industry reference group and broader market data .

Risk Indicators & Red Flags

• Policies: no employment agreements; strong stock ownership guidelines; robust clawback; prohibition on hedging/pledging; no option repricing; no new excise tax gross‑ups after 2011 .
• Compensation risk review: committee concluded plan structure appropriately balances risk/reward (collective metrics, discretion, clawback) .
• Related‑party transactions: policy in place; no Dempsey‑specific related‑party disclosures identified in the proxy .

Investment Implications

• Alignment: Dempsey’s incentives (AIP tied 60% to EBITDA, balance to clean energy, sustainability, and process safety; LTI 60% PRSU on RONA with TSR modifier and 40% time‑based RSUs) align her compensation with profitability, capital efficiency, and strategic decarbonization execution .
• Retention/transition: Double‑trigger 2x CIC protection with accelerated equity mitigates unwanted turnover during strategic events while preserving alignment (no gross‑up; cutback applies) .
• Trading signals: Form 4 history indicates predictable early‑January vesting and tax‑withholding sales (code F), which can create transient supply; monitor for additional discretionary sales beyond withholding .
• Governance: Prohibitions on hedging/pledging and updated clawback reduce misalignment risks; strong say‑on‑pay support and peer‑median pay targeting suggest low compensation‑related overhang for the stock .