Michael J. Toelle

About Michael J. Toelle

Michael J. Toelle is an independent director of CF Industries and the owner-operator of T & T Farms, a diversified farming company. He has served on CF’s Board since 2017 and is 62 years old; he is designated independent and brings agriculture industry, accounting/finance, risk management, senior executive leadership, and strategic initiatives expertise to the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation and Management Development Committee; Environmental Sustainability and Community (ESC) Committee .
• Independence: Yes (Board and all standing committees—Audit, Compensation, Governance, ESC—are fully independent; CF has an independent Chair separate from the CEO) .
• Attendance and engagement: 2024—each director attended 100% of Board and committee meetings (Board: 5; Audit: 9; Compensation: 6; Governance: 4; ESC: 5) . 2023—each director attended at least 75% of combined Board/committee meetings (Board: 6; Audit: 9; Compensation: 6; Governance: 4; ESC: 5) .
• Committee leadership context: Compensation Committee chaired by John W. Eaves; ESC Committee chaired by Robert C. Arzbaecher. Toelle is a member (not chair) of both Compensation and ESC, with both committees confirmed independent under NYSE standards .

Fixed Compensation

Policy highlights:

• Annual cash retainer: $115,000 (non-employee directors); no meeting fees. Committee chair retainers: Audit $22,500; Compensation $17,500; Governance $17,500; ESC $17,500 .
• Annual restricted stock grant: $160,000 fair value (non-employee directors), vesting on the earlier of the next annual meeting or 1-year anniversary; Chair of the Board receives $195,000 cash retainer and $260,000 equity grant .

Toelle’s director compensation:

Performance Compensation

• Equity structure: CF provides time-based restricted stock to non-employee directors; vesting occurs on the earlier of the next annual meeting or the first anniversary of grant. No performance metrics, options, or PSUs are disclosed for director compensation .
• Clawback policy and share practices: CF maintains a clawback policy covering incentive awards; hedging and pledging of common stock by directors and executive officers is prohibited; directors must maintain stock ownership equal to 5x their annual cash retainer (alignment guideline) .

Other Directorships & Interlocks

• Private/Mutual boards: Nationwide Mutual Insurance Company; CIBO Technologies (private), plus prior CHS/Cenex-related cooperative roles .
• Implication: Low public-company interlock risk; continued external perspectives from insurance and agtech boards.

Expertise & Qualifications

• Accounting & Finance; Agriculture Industry; Risk Management; Senior Executive Leadership; Strategic Initiatives .

Equity Ownership

Beneficial ownership and unvested restricted stock:

• Note: Restricted stock can be voted during vesting; CF’s ownership guidelines require directors to hold stock equal to 5x the annual cash retainer; hedging/pledging prohibited .

Governance Assessment

• Positives

  • Strong engagement: 100% attendance in 2024; consistent committee participation on Compensation and ESC .
  • Alignment mechanisms: Material equity grants versus cash retainer, 5x retainer ownership guideline, clawback policy, and prohibition on hedging/pledging enhance shareholder alignment .
  • Committee independence and robust process: Compensation Committee independence affirmed, use of independent consultant (Exequity) for benchmarking; ESC oversight encompasses climate, sustainability targets, and external ESG reporting .

• Watch items (no disclosed red flags)

  • Related-party exposure: Toelle’s active agricultural business is sector-relevant; while no related-party transactions are disclosed in the retrieved sections, investors should monitor for any dealings with CF’s supply chain or customer relationships given industry proximity .
  • Role concentration: Membership on both Compensation and ESC committees is substantive; continued scrutiny of compensation governance decisions and sustainability goal-setting remains prudent .

• Context signals

  • Board structure: Independent Chair and fully independent committees support effective oversight; annual elections with majority voting and resignation policy strengthen accountability .
  • Director compensation design: No meeting fees; emphasis on equity and straightforward vesting promotes long-term orientation without complex performance metrics for directors .