Robert C. Arzbaecher
CF Industries HoldingsAbout Robert C. Arzbaecher
Independent director at CF Industries since 2005; age 65. Former Chairman and CEO of Actuant Corporation, and a Certified Public Accountant designated as an SEC “audit committee financial expert.” He serves on CF’s Audit Committee and chairs the Environmental Sustainability and Community Committee. Education: bachelor’s degree in accounting from the University of Iowa. Tenure: ~20 years on CF’s board as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Actuant Corporation (NYSE: EPAC, formerly ATU) | Chief Executive Officer | 2000–Jan 2014 | Led diversified industrial manufacturer; later Interim CEO Aug 2015–Mar 2016 |
| Actuant Corporation | Chairman of the Board | 2001–Mar 2016 | Board leadership during portfolio evolution |
| Actuant Corporation | Director | 2000–Jan 2017 | Long-term board oversight |
| Applied Power, Inc. (Actuant predecessor) | Chief Financial Officer | 1992–2000 | Financial leadership prior to Actuant spin and rebranding |
| Grabill Aerospace; Farley Industries; Grant Thornton LLP | Various finance roles; CPA | Pre‑1992 | Built audit and finance expertise; CPA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fiduciary Management, Inc. (FMI) Funds | Non‑Interested Director (Board) | Since 2007 | Serves on mutual fund board (4 portfolios) |
| Fiduciary Management, Inc. | Board member | Ongoing | Private investment adviser; not a CF supplier/customer per proxy |
| Carmen Schools of Science and Technology; City Forward Collective | Board member | Ongoing | Non-profit governance roles (education sector) |
Board Governance
- Independence: CF reports 11 of 13 nominees are independent; Arzbaecher is independent .
- Committee assignments: Audit Committee (member; audit committee financial expert) and Environmental Sustainability & Community Committee (Chair) .
- Attendance and engagement: In 2024, Board held 5 meetings; Audit 9; Compensation 6; Governance 4; Environmental 5. Each director attended 100% of the Board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Independent Chair (Stephen Hagge), with executive sessions at each regularly scheduled Board meeting .
| Governance Item | 2024 | Notes |
|---|---|---|
| Board meetings | 5 | 100% attendance by each director |
| Audit Committee meetings | 9 | 100% attendance; Arzbaecher member |
| Environmental Sustainability & Community Committee meetings | 5 | 100% attendance; Arzbaecher Chair |
| Executive sessions of non‑employee directors | At each regular Board meeting | Without management present |
Shareholder Voting Outcomes (Context)
| Item | 2024 Votes (Apr 18, 2024) | 2025 Votes (May 6, 2025) |
|---|---|---|
| Election of Robert C. Arzbaecher | For: 153,037,593; Against: 6,109,197; Abstain: 65,075; Broker non‑votes: 6,844,963 | For: 134,340,820; Against: 5,686,526; Abstain: 83,984; Broker non‑votes: 6,643,456 |
| Advisory “Say‑on‑Pay” | For: 150,881,717; Against: 8,190,913; Abstain: 139,235; Broker non‑votes: 6,844,963 | For: 131,108,578; Against: 8,776,627; Abstain: 226,125; Broker non‑votes: 6,643,456 |
Fixed Compensation
| Component | Policy/Structure | 2024 Actual Amount (USD) |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $115,000 paid quarterly; no meeting fees | $115,000 |
| Committee chair fee (Environmental Sustainability & Community) | $17,500 paid quarterly | $17,500 |
| Total cash fees (Arzbaecher) | Retainer + Chair fee | $132,500 |
Performance Compensation
| Equity Award | Grant Date | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock (Director) | On date of each annual meeting; for 2024, Apr 18, 2024 | $159,976 (grant‑date fair value) | Vests on earlier of next annual meeting or first anniversary of grant | Dividends paid on restricted stock; no options granted; Chair receives higher grant ($260k) but Arzbaecher is not Chair of the Board |
- Director stock award policy: Standard annual restricted stock grant of $160,000 for directors; rounded to nearest whole share; Chair of Board receives $260,000 .
- No director options, PSUs, or performance metrics apply to director equity; vesting is time‑based .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock with CF |
|---|---|---|---|
| Public company boards (current) | None | — | None |
| Fund/Private boards | Fiduciary Management, Inc. Funds | Non‑Interested Director | No CF‑disclosed related party transactions with Arzbaecher; FMI is distinct from FMR (Fidelity), which provides plan services per policy review |
| Non‑profit boards | Carmen Schools; City Forward Collective | Board Member | No CF supplier/customer linkage disclosed |
Expertise & Qualifications
- Senior executive leadership as CEO and Chairman in diversified industrials; deep operations and risk oversight .
- CPA; SEC “audit committee financial expert”; strong accounting and finance background; prior CFO experience .
- Environmental sustainability committee leadership aligning with CF’s clean energy strategy and decarbonization oversight .
- Education: B.S. in Accounting, University of Iowa .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert C. Arzbaecher | 96,555 | <1% | Includes 2,010 unvested restricted shares; voting rights during vesting |
| Arzbaecher Family Foundation (included above) | 18,565 | — | Indirect beneficial ownership within total |
| Unvested restricted stock | 2,010 | — | Outstanding unvested restricted stock at Dec 31, 2024 |
- Ownership alignment: Directors must hold stock equal to 5× annual cash retainer; all directors/officers were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and executive officers under CF’s insider trading policy .
Governance Assessment
- Board effectiveness: Arzbaecher’s dual expertise (CPA and former CEO) strengthens Audit oversight and sustainability governance; 100% attendance underscores engagement quality .
- Independence and conflicts: Independent director; no related‑party transactions disclosed involving him; trading policy forbids hedging/pledging, reducing alignment risks .
- Compensation alignment: Director pay is balanced between cash retainer/chair fee ($132,500) and equity grant ($159,976) with annual vesting, supporting ownership and long‑term alignment without performance gaming risks .
- Shareholder support signals: Strong re‑election votes in 2024 and 2025; Say‑on‑Pay passed comfortably, indicating broader investor confidence in CF’s governance and compensation frameworks .
RED FLAGS
- None disclosed: No attendance issues; no pledging/hedging; no related‑party transactions involving Arzbaecher; no option repricing or director options .