Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CF INDUSTRIES HOLDINGS, INC. |
Entity Central Index Key | 0001324404 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay for Performance In accordance with SEC rules adopted in 2022, pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The compensation information presented in this table is intended to be provided in accordance with SEC rules, and may be different from the compensation information presented in “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail” beginning on page 56 Pay Versus Performance Year Summary (1) ($) Compensation (1)(2)(3) Average (1) ($) Average (1)(2)(4) Value of Initial Fixed $100 Net (6) ($, in Adjusted (7) ($, in Total Peer Group (5) ($) 2022 14,279,027 33,759,455 3,547,447 7,453,688 192.66 169.63 3,937 5,884 2021 11,685,670 31,665,177 3,034,079 6,990,851 157.58 160.73 1,260 2,743 2020 9,705,007 2,779,133 2,393,762 1,125,081 84.22 103.42 432 1,341 (1) Our principal executive officer (PEO) for each of the fiscal years 2022, 2021 and 2020 is Mr. Will. Our other named executive officers for each of the fiscal years 2022, 2021 and 2020 are Mr. Bohn, Mr. Barnard, Mr. Frost and Ms. Menzel. (2) The amounts shown as compensation actually paid have been calculated in accordance with SEC rules and do not reflect compensation actually realized or received by the company’s named executive officers. As described in footnote 3 of the summary compensation table, our assumptions with respect to the FASB ASC Topic 718 valuation of our equity awards granted in 2022 are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2022. In accordance with SEC rules, the aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date, which, for the PRSUs reflected in the summary compensation table for each of the fiscal years 2020, 2021 and 2022, was target level performance. In accordance with SEC rules, the change in fair value of the PRSUs as of the end of each of the fiscal years 2020, 2021 and 2022 is based upon the probable outcome of the performance conditions as of the last day of the applicable fiscal year. The amounts included in the columns in footnotes 3 and 4 below identified as “Year-End Fair Value of Equity Awards Granted During Applicable Year,” “Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End,” and “Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year,” are based on the probable outcome, as of the last day of the applicable fiscal year, of the PRSU performance conditions, reflecting the actual outcome of the performance conditions of the applicable PRSU awards to date as of the last day of such fiscal year. For more information regarding how we determine the number of PRSUs earned, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Review and Approval of 2022 Long-Term Incentives — How We Determine the Number of PRSUs Earned.” (3) The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table: Year Summary ($) Minus: ($) Plus: ($) Minus: ($) Plus: ($) Plus: ($) Plus: ($) Compensation ($) 2022 14,279,027 40,080 81,498 9,198,580 18,434,354 5,027,737 5,175,500 33,759,455 2021 11,685,670 72,771 73,194 6,767,986 18,506,213 7,552,436 688,411 31,665,177 2020 9,705,007 124,968 70,767 6,260,802 5,198,095 (3,581,626) (2,227,296) 2,779,133 (4) The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table: Year Summary ($) Minus: ($) Plus: ($) Minus: ($) Plus: ($) Plus: ($) Plus: ($) Compensation ($) 2022 3,547,447 22,240 31,035 1,867,438 3,769,427 1,019,332 976,124 7,453,688 2021 3,034,079 34,549 32,057 1,403,170 3,805,073 1,430,716 126,645 6,990,851 2020 2,393,762 51,596 31,215 1,185,711 982,623 (662,964) (382,248) 1,125,081 (5) Each of the peer group companies is a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are CVR Partners LP, Incitec Pivot Limited, LSB Industries, Inc., Nutrien Ltd., OCI N.V., The Mosaic Company and Yara International ASA. For Yara International ASA, Incitec Pivot Limited and OCI N.V., we used their respective home exchange stock prices, converted into U.S. dollars, to calculate their total shareholder return. (6) We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), an indirect subsidiary of CF Industries Holdings, Inc., which represents approximately 11% of the membership interests of CFN. Net income represents our net earnings, which includes net earnings attributable to CHS’s noncontrolling interest in the company. Our net earnings attributable to common stockholders for the years ended December 31, 2022, 2021 and 2020 was $3,346 million, $917 million and $317 million, respectively. For more information regarding our strategic venture with CHS, see Note 17 — Noncontrolling Interest in Notes to Consolidated Financial Statements in Item 8 of our 2022 Annual Report. (7) See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” on page 58 is calculated from net earnings attributable to common stockholders in our audited financial statements. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Our principal executive officer (PEO) for each of the fiscal years 2022, 2021 and 2020 is Mr. Will. Our other named executive officers for each of the fiscal years 2022, 2021 and 2020 are Mr. Bohn, Mr. Barnard, Mr. Frost and Ms. Menzel. | ||
Peer Group Issuers, Footnote [Text Block] | (5) Each of the peer group companies is a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are CVR Partners LP, Incitec Pivot Limited, LSB Industries, Inc., Nutrien Ltd., OCI N.V., The Mosaic Company and Yara International ASA. For Yara International ASA, Incitec Pivot Limited and OCI N.V., we used their respective home exchange stock prices, converted into U.S. dollars, to calculate their total shareholder return. | ||
PEO Total Compensation Amount | $ 14,279,027 | $ 11,685,670 | $ 9,705,007 |
PEO Actually Paid Compensation Amount | $ 33,759,455 | 31,665,177 | 2,779,133 |
Adjustment To PEO Compensation, Footnote [Text Block] | (3) The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table: Year Summary ($) Minus: ($) Plus: ($) Minus: ($) Plus: ($) Plus: ($) Plus: ($) Compensation ($) 2022 14,279,027 40,080 81,498 9,198,580 18,434,354 5,027,737 5,175,500 33,759,455 2021 11,685,670 72,771 73,194 6,767,986 18,506,213 7,552,436 688,411 31,665,177 2020 9,705,007 124,968 70,767 6,260,802 5,198,095 (3,581,626) (2,227,296) 2,779,133 | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,547,447 | 3,034,079 | 2,393,762 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 7,453,688 | 6,990,851 | 1,125,081 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table: Year Summary ($) Minus: ($) Plus: ($) Minus: ($) Plus: ($) Plus: ($) Plus: ($) Compensation ($) 2022 3,547,447 22,240 31,035 1,867,438 3,769,427 1,019,332 976,124 7,453,688 2021 3,034,079 34,549 32,057 1,403,170 3,805,073 1,430,716 126,645 6,990,851 2020 2,393,762 51,596 31,215 1,185,711 982,623 (662,964) (382,248) 1,125,081 | ||
Equity Valuation Assumption Difference, Footnote [Text Block] | (2) The amounts shown as compensation actually paid have been calculated in accordance with SEC rules and do not reflect compensation actually realized or received by the company’s named executive officers. As described in footnote 3 of the summary compensation table, our assumptions with respect to the FASB ASC Topic 718 valuation of our equity awards granted in 2022 are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2022. In accordance with SEC rules, the aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date, which, for the PRSUs reflected in the summary compensation table for each of the fiscal years 2020, 2021 and 2022, was target level performance. In accordance with SEC rules, the change in fair value of the PRSUs as of the end of each of the fiscal years 2020, 2021 and 2022 is based upon the probable outcome of the performance conditions as of the last day of the applicable fiscal year. The amounts included in the columns in footnotes 3 and 4 below identified as “Year-End Fair Value of Equity Awards Granted During Applicable Year,” “Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End,” and “Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year,” are based on the probable outcome, as of the last day of the applicable fiscal year, of the PRSU performance conditions, reflecting the actual outcome of the performance conditions of the applicable PRSU awards to date as of the last day of such fiscal year. For more information regarding how we determine the number of PRSUs earned, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Review and Approval of 2022 Long-Term Incentives — How We Determine the Number of PRSUs Earned.” | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid vs. Total Shareholder Return | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between Pay and Performance The graphs presented below describe the relationship between compensation actually paid (calculated in accordance with SEC rules), on the one hand, and our net income, Adjusted EBITDA, and cumulative total shareholder return, on the other hand, over the three-year period from 2020 to 2022. Compensation Actually Paid vs. Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid vs. Adjusted EBITDA | ||
Total Shareholder Return Vs Peer Group [Text Block] | The graph presented below presents a comparison of the cumulative total shareholder return on the company’s common stock with the cumulative total return of a peer group of publicly traded manufacturers of agricultural chemical fertilizers (“Peer Group”), over the three-year period from 2020 to 2022. Comparison of Total Shareholder Return | ||
Tabular List [Table Text Block] | Most Important Financial Performance Measures Our compensation and management development committee selects performance metrics for our incentive compensation programs that align executive interests with those of our shareholders. See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program” on page 57 Metric Alignment Adjusted EBITDA Adjusted EBITDA is a cornerstone of our annual short-term incentive program. It is the primary metric by which we measure our profitability and by which investors measure our performance. Return on Net Assets (RONA) Our PRSU awards are subject to three-year vesting criteria based on RONA over three one-year periods. RONA is correlated with long-term total shareholder return and is viewed as an indicator of the results of management’s operating decisions. Total Shareholder Return (TSR) Our PRSU awards have a modifier pursuant to which the number of shares earned based on RONA may be increased or decreased by up to 20% based on our three-year TSR as compared to threshold, target and maximum levels of performance. Use of TSR as a performance measure establishes a clear linkage between executive incentives and shareholder value creation. | ||
Total Shareholder Return Amount | $ 192.66 | 157.58 | 84.22 |
Peer Group Total Shareholder Return Amount | 169.63 | 160.73 | 103.42 |
Net Income (Loss) | $ 3,937,000,000 | $ 1,260,000,000 | $ 432,000,000 |
Company Selected Measure Amount | 5,884,000,000 | 2,743,000,000 | 1,341,000,000 |
PEO Name | Mr. Will | ||
Additional 402(v) Disclosure [Text Block] | (6) We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), an indirect subsidiary of CF Industries Holdings, Inc., which represents approximately 11% of the membership interests of CFN. Net income represents our net earnings, which includes net earnings attributable to CHS’s noncontrolling interest in the company. Our net earnings attributable to common stockholders for the years ended December 31, 2022, 2021 and 2020 was $3,346 million, $917 million and $317 million, respectively. For more information regarding our strategic venture with CHS, see Note 17 — Noncontrolling Interest in Notes to Consolidated Financial Statements in Item 8 of our 2022 Annual Report. | ||
Percentage of Membership Interest | 11% | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ 3,346,000,000 | $ 917,000,000 | $ 317,000,000 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (7) See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” on page 58 is calculated from net earnings attributable to common stockholders in our audited financial statements. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Net Assets (RONA) | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return (TSR) | ||
PEO [Member] | Adj Type 1 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (40,080) | (72,771) | (124,968) |
PEO [Member] | Adj Type 2 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 81,498 | 73,194 | 70,767 |
PEO [Member] | Adj Type 3 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (9,198,580) | (6,767,986) | (6,260,802) |
PEO [Member] | Adj Type 4 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 18,434,354 | 18,506,213 | 5,198,095 |
PEO [Member] | Adj Type 5 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,027,737 | 7,552,436 | (3,581,626) |
PEO [Member] | Adj Type 6 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,175,500 | 688,411 | (2,227,296) |
Non-PEO NEO [Member] | Adj Type 1 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (22,240) | (34,549) | (51,596) |
Non-PEO NEO [Member] | Adj Type 2 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 31,035 | 32,057 | 31,215 |
Non-PEO NEO [Member] | Adj Type 3 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,867,438) | (1,403,170) | (1,185,711) |
Non-PEO NEO [Member] | Adj Type 4 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,769,427 | 3,805,073 | 982,623 |
Non-PEO NEO [Member] | Adj Type 5 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,019,332 | 1,430,716 | (662,964) |
Non-PEO NEO [Member] | Adj Type 6 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 976,124 | $ 126,645 | $ (382,248) |