Theresa E. Wagler
CF Industries HoldingsAbout Theresa E. Wagler
Theresa E. Wagler, 54, is Chief Financial Officer and Executive Vice President of Steel Dynamics, Inc. and has served as an independent director of CF Industries since 2014. She is CF’s Audit Committee Chair and serves on the Environmental Sustainability and Community Committee; she is designated an SEC “audit committee financial expert” and is a certified public accountant with oversight experience spanning IT/cybersecurity, HR, decarbonization, and joint ventures at Steel Dynamics . The Board has affirmatively determined she is independent under NYSE standards, and she attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| CF Industries | Independent Director | Director since 2014 | Audit Committee Chair; Environmental Sustainability & Community Committee member |
| Steel Dynamics, Inc. | Chief Financial Officer; Executive Vice President | CFO since 2007; EVP since 2009; at Steel Dynamics since 1998 | Principal accounting officer; oversight of IT/cybersecurity, HR, business development/strategy, decarbonization, and several operating JVs |
| Fort Wayne National Bank | Assistant Corporate Controller | Prior to joining Steel Dynamics (dates not disclosed) | Accounting leadership |
| Ernst & Young LLP | Certified Public Accountant | Prior to joining Steel Dynamics (dates not disclosed) | Public accounting; CPA |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Steel Dynamics, Inc. | CFO & EVP | CFO since 2007; EVP since 2009 | Oversees IT/cyber, HR, strategy/decarbonization, and JVs |
| Other public company boards (past 5 years) | — | None | No public company directorships disclosed |
Board Governance
- Independence: Board determined all non-employee directors, including Ms. Wagler, are independent under NYSE rules .
- Committee assignments: Audit Committee Chair; Environmental Sustainability & Community Committee member .
- Audit committee expertise: Board determined Ms. Wagler (and others) are “audit committee financial experts” .
- Attendance: 2024 Board (5), Audit (9), Compensation (6), Governance (4), and ESC (5) meetings; each director attended 100% of Board/committee meetings; all 13 directors attended the 2024 annual meeting .
- Board structure: Independent Chair separate from CEO (Chair: Stephen J. Hagge) . Non-employee directors meet in executive session during each regular Board meeting .
- Service limits policy: Directors generally should not serve on >3 other public boards; audit committee members should not sit on >2 other public company audit committees absent Board determination .
Fixed Compensation
| Component | Amount | Detail / Terms |
|---|---|---|
| Annual cash retainer (director) | $115,000 | Paid quarterly; no meeting fees |
| Committee chair retainer (Audit) | $22,500 | Paid quarterly |
| 2024 cash earned (Wagler) | $137,500 | Sum of base + audit chair fee |
| Annual restricted stock grant (standard) | $160,000 | $260,000 for Board Chair; rounded to whole shares |
| 2024 stock award (Wagler) | $159,976 | Grant date fair value (ASC 718) |
| Vesting of director equity | — | Vests at earlier of next annual meeting or first anniversary of grant |
| Dividends on restricted stock (Wagler, 2024) | $4,099 | Paid on unvested restricted stock |
| 2024 total (Wagler) | $301,575 | Cash + equity + dividends |
Notes on structure and mix:
- CF maintained 2023 levels for cash retainers (director and committee chair) and annual restricted stock values in April 2024, indicating stability in director compensation design .
Performance Compensation
| Performance-linked element in director pay | Status |
|---|---|
| Performance metrics (revenue/EBITDA/TSR/ESG) | None for non-employee directors; director equity is time-based restricted stock with annual vesting cadence |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Ms. Wagler in past 5 years |
| Potential interlocks/conflicts disclosed | None disclosed relating to Ms. Wagler; CF’s related-person transaction policy governs reviews/approvals . In 2024–2025, Audit Committee reviewed and approved ordinary-course administrative services with Fidelity (a >5% holder) for benefit plans (approx. $345k paid by CF and $225k by participants in 2024) . |
Expertise & Qualifications
- CPA; SEC-designated “audit committee financial expert,” strengthening financial reporting oversight .
- Oversight capabilities in IT/cyber risk, HR, strategy/decarbonization, and operations, relevant to CF’s low-carbon ammonia strategy and risk profile .
- Experience across EHS and sustainability topics; member of CF’s Environmental Sustainability & Community Committee .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (CF common) | 33,000 shares; less than 1% of outstanding |
| Unvested restricted stock outstanding (12/31/24) | 2,010 shares (director grant) |
| Ownership guidelines (Directors) | Required to hold CF stock equal to 5× annual cash retainer; 5 years to comply |
| Compliance status | All directors and officers in compliance as of 12/31/24 |
| Hedging/pledging | Prohibited for directors and executive officers |
| Vesting terms (director equity) | Earlier of next annual meeting or one-year anniversary |
Governance Assessment
- Strengths: Independent director with deep finance, audit, and cyber oversight credentials; serves as Audit Committee Chair and SEC “financial expert,” bolstering investor confidence in controls and reporting. Full attendance in 2024 supports engagement; equity retainer aligns interests with shareholders under a robust 5× retainer ownership guideline; hedging/pledging prohibitions further align incentives .
- Compensation alignment: Director pay is balanced between cash retainer (including audit chair fee) and time-based restricted stock; CF kept 2023 levels for 2024 director pay, suggesting a steady, not inflationary, compensation posture .
- Conflicts and related parties: No related-person transactions disclosed involving Ms. Wagler. The Audit Committee (which she chairs) operates under a detailed related-person transaction policy; in 2024–2025 it reviewed/approved ordinary-course administrative services with Fidelity, a >5% holder, consistent with policy safeguards .
- Board effectiveness context: Independent Chair structure, regular executive sessions, and comprehensive committee coverage (risk, sustainability, compensation, governance) support strong oversight; Wagler’s skills are well matched to Audit Committee leadership and CF’s sustainability and decarbonization initiatives .
- RED FLAGS: None identified in filings for Ms. Wagler—no attendance issues, no related-party transactions, no pledging, and director pay appears standard for size/industry with stable year-over-year levels .