W. Anthony Will
CF Industries HoldingsAbout W. Anthony Will
W. Anthony Will is President and CEO of CF Industries and has served as a director since January 2014; he is 59 years old and currently holds the chief executive role with no Board committee memberships . Prior CF roles include SVP Manufacturing & Distribution (2012–2014), VP Manufacturing & Distribution (2009–2011), and VP Corporate Development (2007–2009); earlier career includes partner at Accenture, VP Business Development at Sears, VP Strategy & Corporate Development at Fort James, and manager at Boston Consulting Group . CF’s 2024 performance included net earnings of $1.22B, EPS of $6.74, EBITDA of $2.33B and adjusted EBITDA of $2.28B, with $1.87B returned to shareholders via $1.51B buybacks (18.8M shares, ~10% of SO) and $364M dividends . The Board highlights multi-year TSR outperformance versus peers and indices across 1-, 3-, 5-, 7-, and 10-year periods, underscoring sustained value creation through cycles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CF Industries | President & Chief Executive Officer | 2014–Present | Led strategy focused on decarbonization, clean energy growth, and disciplined capital returns; sustained multi-year TSR outperformance |
| CF Industries | SVP, Manufacturing & Distribution | 2012–2014 | Drove operational excellence and network utilization (asset utilization ~8% above peers over 5 yrs) |
| CF Industries | VP, Manufacturing & Distribution | 2009–2011 | Optimized production and logistics in cyclical markets |
| CF Industries | VP, Corporate Development | 2007–2009 | Advanced M&A and strategic initiatives underpinning growth |
| Accenture | Partner | n/a | Management consulting leadership; strategy execution experience |
| Sears, Roebuck | VP, Business Development | n/a | Corporate development in retail; cross-industry perspective |
| Fort James | VP, Strategy & Corporate Development | n/a | Led strategic planning and transactions |
| Boston Consulting Group | Manager | n/a | Strategy advisory foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Olin Corporation | Director | Sep 2021–Present | Global chemicals and ammunition manufacturer; adds cross-industry governance perspective |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,300,000 | 1,350,000 | 1,400,000 |
| Non-Equity Incentive Plan Compensation ($) | 3,510,000 | 2,454,300 | 2,646,000 |
| All Other Compensation ($) | 230,366 | 301,362 | 326,366 (incl. employer match $63,300 and annual service credit $73,850) |
| Total ($) | 14,279,027 | 12,899,559 | 12,296,083 |
Additional CEO target settings:
- 2024 Target Annual Incentive: 150% of base salary ($2,100,000) .
- 2024 Target Long-Term Incentive: $7,500,000 .
- 2025 Targets: Base salary $1,400,000; Target PRSUs $4,800,000; Target RSUs $3,200,000 .
Performance Compensation
Annual Incentive Plan (AIP) — 2024 Outcomes
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA ($B) | 60% | 2.75 | 2.28 | 77% (Financial Metric) |
| Clean Energy Milestones (count) | 20% | 2 | 4 | 200% |
| Sustainability Milestones (count) | 10% | 2 | 4 | 200% |
| Process Safety: Behavioral Safety Gate (≥95%) | Gate | 95% | 99.4% | Gate achieved |
| Process Safety: Timely Completion (%) | 10% | 95% | 99.8% | 200% |
- Total AIP payout for NEOs: 126.0% of target based on the above metrics .
Long-Term Incentive (LTI) Design
- Mix: 60% PRSUs (3-year performance based on RONA; TSR modifier ±20%), 40% RSUs (3-year ratable vesting) .
- RONA definition and TSR modifier thresholds are disclosed; 2024 RONA was 24.7% → 79% annual payout factor; 2022 PRSUs three-year TSR 41.1% → TSR modifier 120% .
- 2022 PRSU payout averaged 115% on RONA across three years; with 120% TSR modifier, final payout 137% .
CEO 2022 PRSU Payout Detail
| Grant | Target # PRSUs | Earned # PRSUs | Value at Vest ($) |
|---|---|---|---|
| 2022 PRSUs (vested 2/28/2025) | 58,787 | 80,773 | 6,544,228 (at $81.02) |
2024 CEO LTI Grants
| Instrument | Grant Date | Number | Grant Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 1/3/2024 | 38,711 | 3,000,000 | 3 equal annual installments (2025, 2026, 2027) |
| PRSUs (target) | Performance period 1/1/2024–12/31/2026 | 58,066 | 4,500,000 | Vest post-certification with TSR modifier |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 528,199 shares; less than 1% of class |
| Phantom Shares | 29,504 phantom shares in Supplemental Benefit and Deferral Plan (non-voting) |
| Unvested RSUs (CEO) | 1/4/2022: 13,064 ($1,114,620); 1/3/2023: 19,723 ($1,682,766); 1/3/2024: 38,711 ($3,302,823) |
| Outstanding PRSUs (CEO) | 2022 PRSUs earned: 80,773 ($6,891,552); 2023 PRSUs target: 44,375 ($3,786,075); 2024 PRSUs target: 58,066 ($4,954,191) |
| Options | No options disclosed in outstanding awards table (stock awards only) |
| Stock Ownership Guidelines | CEO required to hold 5x base salary; all directors/officers in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors and executive officers (policy filed with 2024 10-K) |
| Clawback | Dodd-Frank compliant policy; 3-year lookback for erroneously awarded incentive-based compensation |
Note: Director compensation does not apply to Mr. Will; executives serving as directors receive no additional director pay .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Company discloses “No employment agreements” as leading practice |
| Change-in-Control (CIC) Agreements | Double-trigger cash severance; equity plans include single-trigger vesting on CIC unless otherwise specified in award |
| Cash Severance Multiple | CEO: 3x base salary + target bonus; plus pro-rata annual incentive at target or higher of actual YTD |
| Benefits Continuation | Welfare benefits for 3 years; outplacement up to 2 years; 401(k)/Supplemental plan employer match/service credits replacement for 3 years |
| Estimated Benefits (CIC, 12/31/2024) | Severance $12,600,000; Retirement Savings Plan enhancement $546,000; Early vesting of RSUs/PRSUs $19,856,182; Other CIC benefits $138,698; Total $33,140,880 |
| Excise Tax Gross-up Policy | No new gross-ups after 2011; CEO does not have excise tax gross-up; amounts are cut back unless better after-tax to receive full payment |
| Clawback | See policy above; applies to incentive comp |
| Non-compete/Non-solicit | Not specifically disclosed in proxy; change-in-control “good reason” triggers listed (role, pay, comp plans, location) |
Board Governance
| Item | Detail |
|---|---|
| Board Structure | Independent Chair (Stephen J. Hagge) and separate CEO; all standing committees 100% independent; CEO and COO are the only non-independent director nominees |
| Will’s Board Service | Director since 2014; not on any Board committees |
| Independence | Mr. Will is CEO, thus non-independent |
| Committee Roles | None for Mr. Will |
| Lead Independent Director | Chair serves as Lead Independent Director; executive sessions at each regular meeting |
| Meeting Attendance | Each director attended 100% of Board and committee meetings in 2024 |
Director Compensation (context)
- Annual cash retainer: $115,000 (Chair $195,000); committee chair retainers: Audit $22,500; Compensation $17,500; Governance $17,500; ESG $17,500; annual equity grant $160,000 (Chair $260,000). Will receives no additional compensation as a director .
Compensation Program Governance and Pay-for-Performance Alignment
- Target total direct compensation benchmarked to 50th percentile of an Industry Reference Group (19 companies) and general industry data via Exequity .
- Metrics emphasize Adjusted EBITDA (AIP cornerstone), RONA (PRSU core), and TSR modifier to tie payouts to shareholder returns; secondary AIP metrics align with clean energy and safety execution .
- Say-on-Pay: 2024 advisory vote received ~95% support, indicating strong shareholder endorsement .
- Governance practices include clawback, stock ownership guidelines, prohibition of hedging/pledging, and no option repricing; minimal perquisites .
Performance & Track Record
| Metric | 2024 |
|---|---|
| Net Earnings Attributable to Common Stockholders ($B) | 1.22 |
| Earnings Per Diluted Share ($) | 6.74 |
| EBITDA ($B) | 2.33 |
| Adjusted EBITDA ($B) | 2.28 |
| Net Cash from Operating Activities ($B) | 2.27 |
| Capital Returns ($B) | 1.87 (Buybacks $1.51B; Dividends $0.364B) |
| Share Repurchases | 18.8M shares (~10% of SO at 1/1/2024) |
Strategic execution includes integrating Waggaman ammonia facility (acquired 12/2023) and advancing CCS projects at Donaldsonville (start 2025; up to ~2MMt CO2 annually) and Yazoo City (start 2028; up to ~0.5MMt CO2 annually), with 45Q credit economics and partnerships with ExxonMobil for sequestration .
Equity Ownership & Alignment Details (Vesting and Potential Selling Pressure)
- RSUs (1/3/2024): Three equal tranches vest on or about 1/3/2025, 1/3/2026, and 1/3/2027, potentially adding supply at each vest date (dividend equivalents paid during vesting) .
- PRSUs (2024 grant): Performance period 2024–2026; settlement in 2027 subject to RONA outcomes and TSR modifier; payout range 0–240% of target .
- Hedging/pledging prohibited; strong ownership guidelines and compliance reduce misalignment risks .
Compensation Peer Group & Shareholder Feedback
- Compensation targeted to 50th percentile of Industry Reference Group; goals reflect inherent cyclicality and are set with probabilities for threshold/target/max achievement consistent with a cyclical business .
- Shareholder outreach covered ~70% of outstanding shares; feedback reported compensation is reasonable and well aligned to performance; average approval of executive comp over 5 years >90% .
Related Party Transactions & Red Flags
- Policy requires Audit Committee review; examples include Fidelity administrative services given >5% beneficial ownership, approved under policy; no CEO-specific red flags disclosed .
- Governance practices include no employment agreements, no option repricing, clawback, and prohibitions on hedging/pledging, which mitigate several common red flags .
Employment & Contracts Summary
| Item | CEO (Will) |
|---|---|
| CIC Cash Multiple | 3x salary + target bonus; plus pro-rata bonus |
| Equity Treatment on CIC | Restrictions lapse; performance deemed at greater of target or actual to-date; full vesting |
| Estimated CIC Package | $33.14M total (as of 12/31/2024) |
| Clawback | Yes (SEC/NYSE compliant) |
| Hedging/Pledging | Prohibited |
| Ownership Guideline | 5x salary; in compliance |
Investment Implications
- Alignment and incentives: Heavy equity-based pay (RSUs/PRSUs) and TSR-linked modifier align CEO rewards with shareholder value creation; clean energy and safety metrics in AIP signal focus on strategic execution beyond pure financials .
- Retention and supply overhang: Material unvested RSUs and PRSUs imply multi-year retention; vesting tranches (notably RSUs in 2025–2027 and PRSUs in 2027) may create periodic supply but hedging/pledging prohibitions and ownership guidelines temper selling pressure .
- Change-in-control economics: CIC benefits are substantial ($33.14M est.), with double-trigger cash severance and single-trigger equity acceleration; excise tax gross-ups not applicable to CEO, reducing shareholder-unfriendly features relative to legacy agreements .
- Pay-for-performance and shareholder support: Rigorous, cyclically-aware targets and strong Say-on-Pay (95%) reduce governance risk; continued buybacks and dividend support capital returns thesis under CEO leadership .
- Execution risk: Success hinges on decarbonization and low-carbon ammonia capacity; CCS projects and Blue Point FEED studies indicate disciplined advancement, but capital intensity (~$4.5B for ATR + infrastructure) and market adoption timelines remain key variables .