Stephen J. Hagge - Chair of the Board and Lead Independent Director | CF Industries Holdings (CF) Executive Profile & Compensation

About Stephen J. Hagge

Stephen J. Hagge is an independent Chair of the Board and Lead Independent Director of CF Industries, serving on the CF board since 2010 (age 73 as of March 13, 2025). He is the former President and CEO (2012–Jan 2017), COO (2008–2011), and CFO (1993–2011) of AptarGroup, and has been a director of Crown Holdings, Inc. since 2019. At CF, Hagge sits on the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee; CF reports that all standing committees are 100% independent and each director, including Hagge, attended 100% of Board and committee meetings in 2024. Hagge has served as CF’s independent Chair since January 1, 2022, also performing Lead Independent Director duties (coordinating independent director activities and executive sessions).

Past Roles

Organization	Role	Tenure	Notes
AptarGroup, Inc.	President & CEO	2012–Jan 2017	Led a global dispensing systems company across multiple regions and end markets.
AptarGroup, Inc.	Chief Operating Officer	2008–2011	Senior operating leadership.
AptarGroup, Inc.	Chief Financial Officer	1993–2011	Senior finance leadership.
AptarGroup, Inc.	Executive Vice President & Secretary	1993–2011	Executive administration.
AptarGroup, Inc.	Special Advisor to CEO	Feb–Mar 2017	Advisory transition role.
AptarGroup, Inc.	Director	2001–2019	Long-serving public company director.

External Roles

Organization	Role	Tenure	Committees/Impact
Crown Holdings, Inc.	Director	2019–Present	Committee roles not disclosed in CF’s proxy.

Board Governance

Role: Independent Chair of the Board and Lead Independent Director since Jan 1, 2022; responsibilities include coordinating independent directors and presiding over executive sessions.
Committee assignments: Compensation & Management Development (member); Corporate Governance & Nominating (member).
Independence/Attendance: CF reports all standing committees are 100% independent, and each director attended 100% of full Board and committee meetings in 2024.
Tenure: CF director since 2010; the general retirement policy is no nomination at age ≥74 unless waived.
Executive sessions: Non‑employee directors meet in executive session during each regularly scheduled Board meeting.
Compensation committee engagement: The committee (of which Hagge is a member) held six meetings in 2024, including three executive sessions.

Fixed Compensation

Component	2024 Amount	Detail
Annual cash retainer (Chair of the Board)	$195,000	Maintained at 2023 level per April 2024 review.
Committee chair fees	$0	Hagge is not a chair of board committees; chair fees are Audit $22,500; Comp/GC/ES&C $17,500, not applicable to him.
Meeting fees	$0	CF does not pay meeting fees to directors.
Dividends on restricted stock	$6,661	Cash dividends on director restricted stock in 2024.

Performance Compensation

Component	2024 Value	Grant Details	Vesting
Restricted stock (annual director grant)	$260,021	Chair annual grant fair value; grant value set at $260,000 for Chair, rounded to whole shares; Hagge had 3,267 unvested restricted shares outstanding at 12/31/2024.
Vesting schedule (directors)	—	—	Vests on earlier of next annual meeting or first anniversary of grant.

Notes

No performance-based equity (e.g., PSUs) or stock options are disclosed for non‑employee directors; director equity is time‑vested restricted stock.

Other Directorships & Interlocks

Company	Relationship	Notes
Crown Holdings, Inc.	Director (current)	Other public company board; CF proxy does not disclose any CF-related transactions with Crown involving Hagge.

Related-party transactions: CF’s audit committee administers a robust related person transactions policy; 2024/2025 approvals disclosed relate to Fidelity (plan services), with no transactions disclosed involving Hagge.

Expertise & Qualifications

Senior executive leadership (CEO/COO/CFO), public company governance, operations, accounting/finance, human capital management, EHS oversight, strategy and risk management.

Equity Ownership

Metric	Value
Shares beneficially owned (as of Mar 13, 2025)	56,597 (<1% of class).
Unvested restricted shares (as of Dec 31, 2024)	3,267.
Stock ownership guideline (directors)	Required to hold stock equal to 5x annual cash retainer; five-year compliance window.
Compliance status	CF reports all directors were in compliance as of Dec 31, 2024.
Hedging/pledging	Prohibited for directors and executive officers under CF’s insider trading policy.

Governance Assessment

Strengths:
- Independent Chair with Lead Independent Director responsibilities; separation from CEO supports oversight and board effectiveness.
- Full attendance (100%) and committee independence indicate strong engagement and governance quality.
- Compensation structure for directors emphasizes equity ownership (restricted stock), aligning interests with shareholders; chair cash retainer maintained, avoiding undue cash escalation.
- Robust policies: stock ownership guidelines (5x retainer), clawback (updated per SEC/NYSE), and strict prohibitions on hedging/pledging.
- Active compensation committee (six meetings, three executive sessions) and corporate governance processes (annual evaluations and skill assessments).
Potential risk indicators or watch items:
- Tenure and age: Hagge’s long service (since 2010) and age 73 approach CF’s general age-based retirement policy threshold (74), implying upcoming succession considerations; Board maintains refreshment processes.
- External board: one current outside directorship (Crown), not indicative of overboarding under CF’s guidelines; no CF‑related transactions disclosed involving Hagge.
Signals for investor confidence:
- Independent Chair, consistent attendance, equity-aligned director pay, and clear prohibition of pledging/hedging support alignment and oversight quality.
- Disclosure of related person policy and transparent approval processes (Fidelity example) reduce conflict risk.