Independent
Tenure on this board
0.2 yrs
3 nominees · 3 ballot items.
Stockholders will vote to elect three directors to the Board, ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the named executive officer compensation for 2025.
Elect three nominees—Jonathan Z. Ackerman, Diana M. Peninger, and Lynn F. White—to the Board of Directors for three-year terms expiring in 2029.
Ratify the Audit Committee's selection of PricewaterhouseCoopers LLP (PwC) as the Company's independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory 'say-on-pay' resolution to approve the compensation of the Company's named executive officers for the fiscal year ended December 31, 2025 as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy, effectively endorsing the Compensation Committee’s pay-for-performance design. Management seeks approval to confirm that its mix of base salary, short-term incentives tied to safety, adjusted EBITDA and ammonia production metrics, and long-term equity awards (time-based RSUs and performance-based RSUs weighted to relative TSR and return-on-net-assets metrics) is aligned with stockholder interests. The Compensation Committee retains discretion to apply judgment to outcomes and uses an independent compensation consultant and a peer/TSR comparator group to set targets and measurement approaches. The board’s recommendation to vote FOR is justified by governance features including mandatory management stock ownership guidelines, a recoupment policy, independent committee oversight, and historically strong say-on-pay support (approximately 98% in 2025). Relevant context includes the Company's recent equity award design changes (including a 2026 side letter amending the CEO’s awards to include qualifying retirement acceleration), the shift in long-term metrics from absolute to relative TSR for recent grants, and the use of multi-year performance periods that may dilute a single-year influence. Because the vote is advisory, passage will not legally bind the Board, but a negative vote would signal investor concern and the Compensation Committee has committed to consider shareholder feedback when setting future compensation. Analysts should evaluate the proposal by weighing alignment of pay with multi-year financial performance (Adjusted EBITDA, TSR, net income), potential governance concerns arising from post-year-end amendments to CEO award vesting, the transparency of target-setting and adjustments, and the Company’s historical shareholder support for its compensation program. Given the described structures, a FOR vote reflects the Board’s view that the program appropriately balances retention, incentive alignment, and risk mitigation, while any significant dissent would prompt the Compensation Committee to revisit plan design, disclosure, and retirement/acceleration terms.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 3.3% | 2,350,122 | $35M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 2,347,057 | $35M |
| 3 | AMERICAN CENTURY COMPANIES INC | 3.2% | 2,296,001 | $34M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 2,244,317 | $33M |
| 5 | ROBOTTI ROBERT | 2.9% | 2,080,845 | $31M |
| 6 | BlackRock, Inc. | 2.8% | 2,038,043 | $30M |
| 7 | D. E. Shaw Co., Inc.Activist | 2.8% | 2,023,381 | $30M |
| 8 | Ghisallo Capital Management LLC | 2.6% | 1,900,000 | $28M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.5% | 1,792,506 | $27M |
| 10 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 2.3% | 1,689,557 | $25M |
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