Susan L. Menzel

About Susan L. Menzel

Susan L. Menzel (age 59) is Executive Vice President and Chief Administrative Officer (CAO) at CF Industries, a role she has held since July 2023; she previously served as Senior Vice President, Human Resources from October 2017 to July 2023. She oversees legal (added in 2023), human resources and information technology, and holds a bachelor’s degree in business administration and economics from Augustana College . CF’s long-term incentives tie pay to multi‑year value creation: PRSUs for the 2020‑2022 performance period paid out at 194% following three‑year TSR of 120.7% (with a 120% TSR modifier), and the 2022‑2024 PRSUs paid out at 137% based on a 3‑year average RONA of 115% and a 41.1% three‑year TSR triggering a 120% modifier . Annual incentives are anchored 60% to Adjusted EBITDA with secondary strategic/safety goals, aligning cash pay with operating performance .

Past Roles

External Roles

No public company directorships or external board roles disclosed in the proxies for Ms. Menzel .

Fixed Compensation

Notes:

• 2023 and 2024 target bonus levels confirmed at 80% of salary; 2024 salary increased to $675,000 as part of annual review .

Performance Compensation

Annual Incentive (Short-Term)

• The company emphasizes Adjusted EBITDA as cornerstone metric since 2016; safety and strategic decarbonization/process modernization are embedded to align with long-term strategy .

Long-Term Incentives (Equity)

• Options: CF has not granted stock options to NEOs since 2018; no options outstanding for NEOs as of YE 2022 .
• 2022‑2024 PRSUs paid out at 137% (3‑yr avg RONA 115% × TSR modifier 120%); Ms. Menzel earned 12,115 shares for the 2022 grant at settlement value $981,557 (2/28/2025 close) .

Stock Vested and Realized Value

Equity Ownership & Alignment

Beneficial Ownership (Common Stock)

Outstanding Unvested / Unearned Equity (as of Dec 31, 2024)

Alignment policies:

• Ownership guidelines: NEOs must hold shares ≥2× base salary; five years to comply. As of 12/31/2023 and 12/31/2024, all directors and officers were in compliance .
• Hedging/pledging: Executives are prohibited from hedging or pledging company stock; speculative transactions (short sales, derivatives, margin) are also prohibited .
• Clawback: Updated in Oct 2023 to comply with SEC/NYSE; recovery of erroneously awarded incentive-based compensation in event of accounting restatement (3‑year lookback) .

Employment Terms

• Role tenure: EVP & CAO since July 2023; previously SVP HR from Oct 2017 .
• Change-in-control (CIC) protection (double trigger): Cash severance equals 2× (salary + target annual incentive) plus annual incentive for year of termination; equity (RSUs/PRSUs) fully vests with PRSUs at greater of target or actual-to-date; other benefits per plan .
  • Estimated CIC benefits (qualifying termination):
    • As of 12/31/2022 stock price $85.20: $6,880,928 total .
    • As of 12/31/2023 stock price $79.50: $6,815,269 total .
• Employment agreements: Company highlights “No employment agreements” with executive officers .
• Excise tax gross-ups: No new gross-ups after 2011; not applicable to Ms. Menzel .
• Clawback policy and insider trading restrictions as noted above .
• Non-compete/Non-solicit/Garden leave: Not disclosed specifically for Ms. Menzel in the proxies.

Deferred Compensation and Perquisites

Compensation Structure Analysis

• Mix and leverage: For 2023–2024, Ms. Menzel’s target total direct compensation included meaningful equity (PRSUs 60% / RSUs 40%), increasing at-risk pay and multi‑year alignment; 2024 target LTI of $1.5M (PRSUs $0.9M; RSUs $0.6M) and 2023 target LTI of $1.2M (PRSUs $0.72M; RSUs $0.48M) .
• Metric design: Short-term plan centered on Adjusted EBITDA (60%) with ESG/strategic metrics (clean energy 20%, sustainability 10%, process safety 10%), reflecting cyclicality and safety culture; long-term PRSUs based on RONA with TSR modifier ±20% .
• Governance safeguards: No employment agreements; robust clawback; prohibition on hedging/pledging; no option repricing; no new excise tax gross-ups .

Say-on-Pay & Shareholder Feedback

• Say-on-pay approval: ~94% support at 2023 annual meeting; ~95% support at 2024 annual meeting; ongoing investor outreach reported no prevalent compensation concerns .

Compensation Peer Group & Benchmarking

• Targeting: Total direct compensation targeted at the 50th percentile of an Industry Reference Group (17 companies in 2022; 19 companies in 2023–2024) and general industry data, with individual variation by role/performance .

Investment Implications

• Alignment: High portion of at‑risk, multi‑year equity (RONA/TSR PRSUs and RSUs) supports pay‑for‑performance through cycles; prohibitions on hedging/pledging and strong clawback reduce misalignment risk .
• Retention vs. selling pressure: The Jan 2025 retention grant (28,637 RSUs vesting 1/2/2028, no pro‑rata retirement vesting) is a strong retention signal and likely restrains selling until 2028; near‑term, unvested RSUs (~16.7k) and unearned PRSUs at target (~19.2k) as of YE 2024 imply periodic sell‑to‑cover flows at vesting dates (2025–2027) rather than discretionary selling, and pledging is prohibited .
• Change-in-control economics: Double‑trigger CIC with 2× salary+target bonus and equity acceleration could be material (est. ~$6.8M–$6.9M at YE 2023/2022), which can influence incentives in strategic events but is within common market norms for NEOs .
• Governance support: Consistently strong say‑on‑pay votes (~94–95%) and a 50th‑percentile pay target relative to peers reduce pay inflation and headline risk, suggesting low governance overhang for investors .

Sources: CF Industries DEF 14A 2023, 2024, 2025; CF 8‑K (Item 5.02).