Susan A. Ellerbusch
CF Industries HoldingsAbout Susan A. Ellerbusch
Independent director since 2023; age 57. Former CEO of Air Liquide North America LLC (2019–2022) and senior executive at BP including President, BP Biofuels North America (2008–2015). Core credentials: chemicals and energy industry operations, environmental health and safety oversight, public company governance, risk management, and strategic leadership. Committee assignment: Environmental Sustainability and Community Committee (member). 2024 attendance: 100% of Board and committee meetings; independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Liquide North America LLC | Chief Executive Officer; member of Air Liquide Executive Committee | Sep 2019–Jan 2022 | Led Large Industries, Electronics, Hydrogen Energy, and Canadian Industrial Merchant/Healthcare businesses; restructuring to improve operational performance and customer engagement. |
| Air Liquide Large Industries U.S. | President | Sep 2015–Sep 2019 | Restructured business to intensify operational performance and customer engagement. |
| BP (British Petroleum) | President, BP Biofuels North America | 2008–2015 | Led biofuels operations; senior roles of increasing responsibility. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Summit Materials, Inc. | Director | Aug 2018–Feb 2025 | Other public company directorships in past 5 years include Summit; none current per CF nominee summary table. |
Board Governance
- Independence: Board determined all non‑employee directors, including Ms. Ellerbusch, are independent; all standing committees are 100% independent.
- Committee memberships: Environmental Sustainability and Community Committee (ESC) member; the ESC committee oversees energy, emissions/climate, product stewardship, community engagement, charitable contributions, and related risk/reporting.
- Attendance: Each director attended 100% of Board and committee meetings in 2024; non‑employee directors meet in executive session each regularly scheduled Board meeting.
- Board leadership: Independent Chair and separate CEO; majority voting standard with resignation policy for failed majority.
- Shareholder engagement: Spring/fall outreach; ongoing communications through SEC filings, annual meeting, investor events, and sustainability reporting.
- Stock ownership governance: Directors must hold stock equal to 5× annual cash retainer within five years; hedging and pledging prohibited; as of Dec 31, 2024, all directors were in compliance.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non‑employee director retainer; CF pays no meeting fees. |
| Committee chair fees | N/A | Only chairs receive additional retainers; Ms. Ellerbusch is not a chair. Chair fee schedule: Audit $22,500; Compensation $17,500; Governance $17,500; ESC $17,500. |
| All other compensation (dividends on restricted stock) | $3,940 | Dividends on restricted stock. |
| Total 2024 director compensation | $278,916 | Sum of cash, stock grant fair value, and dividends. |
Compensation oversight and benchmarking: Compensation & Management Development Committee reviews director pay annually; Exequity LLP engaged for peer/market benchmarking; April 2024 Board decision maintained 2023 levels for cash retainers, chair retainers, and equity grant values.
Performance Compensation
| Equity Award | 2024 Grant Value | Unvested Shares (12/31/2024) | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted Stock (annual grant) | $159,976 | 2,010 | Vests on earlier of the next annual meeting date or 1‑year anniversary of grant. | Standard director equity is restricted stock (rounded to nearest whole share, targeted at $160,000 value for non‑chair). |
- Grant mechanics: Each non‑employee director receives restricted stock valued at $160,000 at/after joining and annually on the annual meeting date; Chair receives $260,000.
- No performance metrics apply to director equity; vesting is time‑based to align long‑term ownership with shareholder interests.
Other Directorships & Interlocks
| Entity | Nature | Interlock/Overlap | Governance Consideration |
|---|---|---|---|
| Summit Materials, Inc. | Ms. Ellerbusch served as director (Aug 2018–Feb 2025). | CF director Anne P. Noonan served as Summit CEO (Sep 2020–Feb 2025). | Network interlock via Summit; not a disclosed related‑party transaction but may influence information flow; monitor for potential perceived alignment or conflicts in sector adjacency. |
Expertise & Qualifications
- Chemicals and energy industry operations; EHS oversight; risk management; public company governance; senior executive leadership; strategy execution.
- ESC committee experience aligns with CF’s decarbonization and clean energy strategy oversight.
Equity Ownership
| Measure | Value | Details |
|---|---|---|
| Total beneficial ownership | 3,859 shares | As of March 13, 2025; includes 2,010 unvested restricted shares that can be voted during vesting. |
| Percent of class | * (less than 1%) | Company table denotes “*”. |
| Unvested restricted shares included | 2,010 | Outstanding as of Dec 31, 2024. |
| Ownership guideline | 5× annual cash retainer | Directors have five years to comply; all directors in compliance as of Dec 31, 2024. |
| Hedging/pledging | Prohibited | Policy prohibits hedging/pledging by directors and executive officers. |
Conflicts & Related‑Party Exposure
- Policy: Audit Committee administers a formal Related Person Transactions policy; transactions >$120,000 involving directors/5% holders require review; enumerated exceptions apply; independence impacts considered.
- Disclosures: The proxy discloses transactions with Fidelity (a >5% holder) for plan administration; no director‑specific transactions naming Ms. Ellerbusch are disclosed.
- Committee safeguards: No Audit Committee member may review transactions where they or immediate family are the related person.
Governance Assessment
- Board effectiveness: Strong independence, 100% meeting attendance, executive sessions, majority voting standard, and robust committee structures support oversight quality.
- Alignment: Time‑based restricted stock and stock ownership guidelines (5× retainer) enhance alignment; hedging/pledging prohibitions reduce risk misalignment.
- Compensation structure: 2024 maintained prior‑year cash/equity levels; no meeting fees; balanced cash/equity mix; equity vests over one year—appropriate for board service risk/tenure.
- Potential watchpoints: Interlock via Summit (with CF director Anne Noonan as former Summit CEO) is a network consideration but not a disclosed related‑party transaction; monitor for perceived conflicts in overlapping industry networks.
- RED FLAGS: None disclosed—no pledging permitted; no related‑party transactions disclosed involving Ms. Ellerbusch; 100% attendance; committee independence.