CF Industries Holdings, Inc. Non-Employee Director Compensation Policy
This policy outlines the compensation for non-employee directors of CF Industries Holdings, Inc. Non-employee directors receive an annual cash retainer of $40,000, with additional $10,000 retainers for the Audit Committee Chairperson and Lead Independent Director. Directors also receive annual restricted stock grants valued at $65,000, which vest at the next annual shareholder meeting or after one year. Meeting attendance is compensated, and reasonable expenses are reimbursed. The policy sets clear terms for director compensation and stock awards.
Exhibit 10.1
CF INDUSTRIES HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The following sets forth the compensation policy for non-employee members of the board of directors (the “Board”) of CF Industries Holdings, Inc.:
Annual Cash Retainer
$40,000, payable in arrears quarterly. The Chairperson of the Company’s Audit Committee and the Lead Independent Director shall also be paid an additional annual retainer of $10,000 which shall be paid in the same manner.
Annual Restricted Stock Grant
Each non-employee director will receive, upon joining the Board, a restricted stock grant with a fair market value of $65,000. The restricted stock grant will vest on the first annual meeting of the Company’s shareholders that follows the date of the grant or one year after the date of the grant, whichever occurs first. Thereafter, each continuing non-employee director will receive a restricted stock grant with a fair market value of $65,000 on the date of each annual meeting of the Company’s shareholders. These shares of restricted stock will vest as described above.
Meeting Fees
$1,500 for each Board meeting attended ($500 for telephonic attendance).
$1,250 for each Board committee meeting attended, other than Committee meetings held in conjunction with Board meetings ($425 for telephonic attendance).
Non-employee directors will be reimbursed for reasonably incurred out-of-pocket meeting expenses.
