01—Abstract
Summary
Summary of the 8-K filed May 5, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 5, 2026, CF Industries Holdings, Inc. announced that Andrew T.
Scribner has been elected executive vice president and chief financial officer (principal financial officer), effective May 26, 2026. Mr. Scribner, 47, most recently served as vice president, global controller and head of corporate finance planning and analysis at Kimberly-Clark Corporation (June 2025 to May 2026), and previously as chief financial officer of Kimberly-Clark North America (January 2023 to June 2025). He also held CFO roles at the Banana Republic and Athleta brands of Gap, Inc., and spent 13 years at The Kraft Heinz Company and its predecessor Kraft Foods Group.
Compensation under his employment arrangements includes a $140,000a lump sum cash sign-on payment, an annual base salary of $675,000, and a target annual incentive equal to 80% of base salary. He will also receive a fiscal year 2026 long-term equity award with an aggregate value of $2 million, split 40% restricted stock units and 60% performance restricted stock units. The PRSUs are tied to the company's average return on net assets over three one-year periods, with a three-year total shareholder return modifier, consistent with awards made to executive officers since 2018.
He will enter into the company's standard change in control agreement, which provides, after a qualifying termination, a lump sum equal to two times the sum of base salary and target annual incentive, along with benefits continuation and related payments. The press release furnished as Exhibit 99.1 states that Mr. Scribner will report to Christopher D.
Bohn, president and chief executive officer, and will serve on the company's senior leadership team. The filing also notes Mr. Scribner has no material interest in any related-person transaction required to be disclosed under Item 404(a) of Regulation S-K.
02—Key points
Key Highlights
- Andrew T. Scribner elected executive vice president and chief financial officer, effective May 26, 2026, reporting to CEO Christopher D. Bohn.
- Scribner, 47, previously served as vice president, global controller and head of corporate finance planning and analysis at Kimberly-Clark Corporation and as CFO of Kimberly-Clark North America.
- Prior experience includes CFO roles at the Banana Republic and Athleta brands of Gap, Inc., and 13 years at The Kraft Heinz Company and Kraft Foods Group.
- Base salary of $675,000, target annual incentive of 80% of base salary, and a $140,000 lump sum cash sign-on payment.
- Fiscal 2026 long-term equity award valued at $2 million, comprising 40% RSUs and 60% PRSUs under the 2022 Equity and Incentive Plan.
- PRSUs are earned based on average return on net assets over three one-year periods, with a three-year total shareholder return modifier; the 2026 RONA levels will be disclosed in the 2027 proxy statement.
- Standard change in control agreement provides a lump sum of two times base salary plus target bonus upon a qualifying termination within 24 months after a change in control.
03—Questions
Frequently Asked Questions
Who is the new CFO of CF Industries and when does the appointment take effect?
Andrew T. Scribner, 47, has been elected executive vice president and chief financial officer (principal financial officer), effective May 26, 2026. He will report to Christopher D. Bohn, president and chief executive officer.
What is Mr. Scribner's compensation package?
He will receive a $140,000 lump sum cash sign-on payment, an annual base salary of $675,000, and a target annual incentive opportunity equal to 80% of base salary. He will also receive a fiscal 2026 long-term equity award valued at $2 million, made up of 40% RSUs and 60% PRSUs.
How are the performance restricted stock units structured?
The PRSUs are earned 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, and vest following certification after the performance period ending December 31, 2028. The structure matches the PRSUs granted to executive officers every year since 2018 and awarded in January 2026. The fiscal 2026 RONA performance levels and payout percentages will be disclosed in the 2027 proxy statement.
What severance protections does the new CFO have in a change in control?
Under the standard change in control agreement for senior executives, if he is terminated without cause or resigns for good reason within 24 months after (or in certain cases before) a change in control, he will receive 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 year of termination, and two years of 401(k) and Supplemental Benefit and Deferral Plan contributions in cash.
04—Continue