01—Abstract
Summary
Summary of the 8-K filed January 6, 2025. Cited figures are marked; the original filing is the authoritative source.
CF Industries Holdings, Inc. filed this Form 8-K on January 6, 2025 to disclose a compensatory arrangement for an executive officer under Item 5.02.
On January 2, 2025, the Compensation and Management Development Committee of the Board approved a retention award under the Company's 2022 Equity and Incentive Plan to Susan L. Menzel, Executive Vice President and Chief Administrative Officer, consisting of 28,637 restricted stock units (RSUs). The RSUs are subject to Ms. Menzel's continued employment or qualifying service and will vest in full on January 2, 2028.
Vesting will accelerate upon a Change in Control (as defined in the Plan) or upon her death or Disability (as defined in the award agreement). The award uses the Company's standard form of award agreement, with one exception: it does not provide for pro-rata vesting if Ms. Menzel retires before the final vesting date.
For investors, the filing is a limited governance disclosure. It describes a multi-year retention incentive for a senior executive and does not report financial results, guidance, or other operational developments.
02—Key points
Key Highlights
- On January 2, 2025, the Compensation and Management Development Committee approved a retention award of 28,637 restricted stock units to Susan L. Menzel, EVP and Chief Administrative Officer.
- The RSUs were granted under the Company's 2022 Equity and Incentive Plan.
- The RSUs vest in full on January 2, 2028, subject to continued employment or qualifying service.
- Vesting accelerates upon a Change in Control (as defined in the Plan) or upon Ms. Menzel's death or Disability (as defined in the award agreement).
- Unlike the Company's standard form of award agreement, the award does not provide pro-rata vesting if Ms. Menzel retires before the final vesting date.
- The filing is limited to this executive compensation matter and does not report financial results or other operational information.
03—Questions
Frequently Asked Questions
Who received the retention award and what did they receive?
Susan L. Menzel, Executive Vice President and Chief Administrative Officer, received a retention award of 28,637 restricted stock units under the Company's 2022 Equity and Incentive Plan.
When do the restricted stock units vest?
The RSUs vest in full on January 2, 2028, provided Ms. Menzel remains employed by or provides qualifying service to the Company through that date.
Under what circumstances can vesting be accelerated?
Vesting accelerates in connection with a Change in Control (as defined in the Plan), or upon Ms. Menzel's death or Disability (as defined in the award agreement).
How does this award differ from the Company's standard award terms?
The award was made under the Company's standard form of award agreement, except that it does not provide for pro-rata vesting if Ms. Menzel retires before the final vesting date.
04—Continue