01—Abstract
Summary
Summary of the 8-K filed June 20, 2024. Cited figures are marked; the original filing is the authoritative source.
CF Industries Holdings, Inc. filed this Form 8-K on June 20, 2024 to report a leadership change in its finance function and related compensation arrangements.
Effective June 17, 2024, Gregory D. Cameron was appointed Executive Vice President and Chief Financial Officer, succeeding Christopher D. Bohn, who had been promoted to Executive Vice President and Chief Operating Officer in February 2024 and remained CFO until Mr. Cameron's effective date.
Mr. Cameron, 55, previously served as President and Chief Financial Officer of Bloom Energy Corporation and held senior roles at General Electric. Mr. Cameron's compensation includes an annual base salary of $750,000a and a target annual incentive equal to 90% of base salary. He received a fiscal 2024 long-term equity award of 12,377 restricted stock units and 18,566 performance restricted stock units, plus a one-time new hire award of 12,893 RSUs.
His change in control agreement provides, following a qualifying termination, a lump sum equal to two times the sum of base salary and target annual incentive, along with two years of benefit continuation and related payments. The filing also discloses a retention award of 45,125 RSUs to Bert A.
Frost, Executive Vice President, Sales, Market Development, and Supply Chain, which vests in full on January 3, 2027, subject to continued employment or qualifying service. A press release dated June 17, 2024 announcing the appointment is furnished as Exhibit 99.1.
02—Key points
Key Highlights
- Gregory D. Cameron appointed Executive Vice President and Chief Financial Officer, effective June 17, 2024, succeeding Christopher D. Bohn.
- Bohn was appointed Executive Vice President and Chief Operating Officer in February 2024 and served as CFO until Cameron's effective date.
- Cameron's base salary is $750,000, with a target annual incentive of 90% of base salary.
- Cameron received a fiscal 2024 equity award of 12,377 RSUs and 18,566 PRSUs, plus a one-time new hire award of 12,893 RSUs.
- PRSUs are earned based on average return on net assets (RONA) over three one-year periods, subject to a three-year total shareholder return modifier.
- Bert A. Frost received a retention award of 45,125 RSUs that vests in full on January 3, 2027, without pro-rata vesting on retirement.
- Cameron's prior experience includes President and CFO of Bloom Energy and senior roles at General Electric over 26 years.
03—Questions
Frequently Asked Questions
Who is the new Chief Financial Officer of CF Industries and when did the appointment take effect?
Gregory D. Cameron was appointed Executive Vice President and Chief Financial Officer, effective June 17, 2024. He succeeds Christopher D. Bohn, who was appointed Executive Vice President and Chief Operating Officer in February 2024.
What is Gregory Cameron's compensation package?
Cameron receives an annual base salary of $750,000 and a target annual incentive equal to 90% of base salary. He was granted a fiscal 2024 long-term award of 12,377 RSUs and 18,566 PRSUs, and a one-time new hire award of 12,893 RSUs vesting in equal installments over three years.
How are Cameron's performance-based awards determined?
The PRSUs vest based on the Company's average return on net assets (RONA) over three one-year periods, subject to a three-year total shareholder return modifier, with the three-year performance period ending December 31, 2026. RONA performance levels for fiscal 2024 will be disclosed in the 2025 proxy statement.
What severance protections does Cameron have if there is a change in control?
Under his change in control agreement, following a qualifying termination within 24 months after (or in certain cases before) a Change in Control, he receives a lump sum equal to two times the sum of base salary and target annual incentive, two years of welfare benefit continuation and up to two years of outplacement services, a pro-rata annual incentive for the termination year, and cash payments equal to two years of 401(k) employer matching and service contributions plus related Supplemental Benefit and Deferral Plan amounts.
Why was a retention award granted to Bert A. Frost?
The Compensation and Management Development Committee approved a retention award of 45,125 RSUs to Bert A. Frost, Executive Vice President, Sales, Market Development, and Supply Chain, effective June 17, 2024. The RSUs vest in full on January 3, 2027, subject to continued employment or qualifying service, and the award does not provide pro-rata vesting if he retires before that date. The filing does not state a specific reason beyond its retention purpose.
04—Continue