RTK Rentech, Inc.

Q: Why am I receiving these materials?

Q: Will I be receiving printed copies of the 2015 Annual Meeting materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our 2015 Annual Meeting materials, which include this Proxy Statement and our Annual Report, over the Internet in lieu of mailing printed copies. The Notice will contain instructions on how to access and review the 2015 Annual Meeting materials over the Internet and vote online. This electronic access process is designed to expedite shareholders’ receipt of materials, lower the cost of the Annual Meeting and help conserve natural resources. The

Company encourages you to take advantage of the availability of the proxy materials on the Internet.

The Notice also will contain instructions on how you can request a printed copy of the 2015 Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner. By following the instructions in the Notice, you may request to receive, at no cost, a printed copy in paper or via e-mail of the 2015 Annual Meeting materials and materials for future proxy solicitations. Your request to receive materials in paper or via e-mail will remain in effect until you terminate it.

Q: I share an address with another shareholder, and we received only one copy of the Notice. How may I obtain a separate copy of the Notice?

Rentech, Inc.

Attn: Investor Relations

10877 Wilshire Blvd., 10^th Floor

Los Angeles, California 90024

Similarly, if you share an address with another shareholder and received multiple copies of the Notice, you may write us at the above address to make arrangements to receive a single copy of the Notice at the shared address in the future.

In addition, if you share the same address with another shareholder and request a printed copy of the 2015 Annual Meeting materials, you may write us at the above address to request that a separate copy of the 2015 Annual Meeting materials be delivered to each shareholder at the shared address.

Shareholders who hold shares in an account at a brokerage firm, bank or similar organization may contact their brokerage firm, bank or other similar organization to request information about householding.

Q: What does it mean if I get more than one Notice?

Computershare Trust Company, N.A.

PO Box 30170

College Station, TX 77842-3170

Telephone within USA, US territories & Canada: 800-962-4284

Telephone outside USA, US territories & Canada: 781-575-3120

Q: How can I get electronic access to the 2015 Annual Meeting materials?

This Proxy Statement and our Annual Report are also available without charge on the Corporate Governance section of our website at http://www.rentechinc.com. By referring to our website, we do not incorporate the website or any portion of the website by reference into this Proxy Statement.

Q: How may I obtain a copy of the Company’s 2014 Annual Report on Form 10-K?

Q: What items will be voted on at the Annual Meeting?

(2) To approve an amendment (the “Plan Amendment”) to the Tax Benefit Preservation Plan between Rentech and Computershare Trust Company, N.A., as rights agent, dated August 5, 2011 (the “Tax Benefit Preservation Plan”) in order to extend the expiration date of the rights granted under the Tax Benefit Preservation Plan (such proposal, the “Plan Amendment Proposal”). This proposal is also referred to as “Proposal 2.”

(3) To approve an amendment to Rentech’s Amended and Restated Articles of Incorporation (as heretofore amended, the “Articles”) to effect a reverse stock split (referred to as the “Reverse Stock Split”, and such proposal, the “Reverse Stock Split Proposal”). This proposal is also referred to as “Proposal 3.”

(4) In the event the shareholders approve the Reverse Stock Split Proposal, to approve an amendment to the Articles to decrease the number of authorized shares of the Company’s common stock (the “Authorized Share Amendment”, and such proposal, the “Authorized Share Amendment Proposal”). This proposal is also referred to as “Proposal 4.”

(5) To ratify the selection of PricewaterhouseCoopers LLP as Rentech’s independent registered public accounting firm (the “Auditor Ratification Proposal”). This proposal is also referred to as “Proposal 5.”

(6) Such other business as may properly come before the Annual Meeting.

Q: How does the Board recommend I vote on the proposals?

Q: Who is entitled to vote?

If your shares are held in an account at a brokerage firm, bank or similar organization, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how to direct that organization to vote your shares. See “What if my shares are held in an account at a brokerage firm, bank or similar organization?” below.

Q: How many shares can I vote?

Q: How do I vote?

If no specific instructions are given for a matter to be voted upon, the holders of the proxy cards will vote the shares covered by proxies received by them (i) FOR the election of each of Keith B. Forman and Halbert S. Washburn to the Board of Directors, each to serve for a term of three years and until his successor is duly elected and qualified, or such director’s earlier death, resignation or removal; (ii) FOR the Plan Amendment Proposal, the Reverse Stock Split Proposal and the Authorized Share Amendment Proposal; and (iii) FOR the Auditor Ratification Proposal.

Q: Can I mark my votes on the Notice and send it back to the Company or my broker?

Q: Can I change my vote after I have voted?

Q: What if my shares are held in an account at a brokerage firm, bank or similar organization?

If you do not provide the organization that holds your shares with specific voting instructions, under the rules of the NASDAQ Stock Market (“NASDAQ”) in effect as of the date of this Proxy Statement, that organization generally may vote on routine matters but cannot vote on non-routine matters. Non-routine matters include Proposals 1, 2, 3 and 4. Proposal 5 is a routine matter under NASDAQ rules. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of elections that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.” A broker non-vote will have the effects described under “What is a quorum?” and “What is required to approve each proposal?” below.

Q: What is a quorum?

Q: What is required to approve each proposal?

Proposal 2, the approval of the Plan Amendment Proposal, requires the affirmative “for” vote of a majority of those shares present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting. Any abstentions with respect to this proposal will count as votes against this proposal. Any broker non-votes with respect to this proposal will not count as shares entitled to vote on this proposal and therefore will be disregarded for purposes of determining the outcome of the vote on this proposal.

Proposal 3, the approval of the Reverse Stock Split Proposal, requires the affirmative “for” vote of a majority of those shares entitled to vote on this proposal at the Annual Meeting. Any abstentions or broker non-votes with respect to this proposal will count as votes against this proposal.

Proposal 4, the approval of the Authorized Share Amendment Proposal, requires the affirmative “for” vote of

a majority of those shares entitled to vote on this proposal at the Annual Meeting. Any abstentions or broker non- votes with respect to this proposal will count as votes against this proposal.

Proposal 5, the Auditor Ratification Proposal, requires the affirmative “for” vote of a majority of those shares present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting. Any abstentions with respect to this proposal will count as votes against this proposal.

Q: How will voting on any other business be conducted?

Q: What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?

Shareholder Proposals: For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the 2016 Annual Meeting of Shareholders, the written proposal must be delivered to or mailed and received by the Secretary of the Company at our principal executive offices no later than January 11, 2016, which is 120 days prior to the one-year anniversary of the date of this proxy statement, in order to be eligible for inclusion in our proxy statement and form of proxy. However, if the date of the 2016 Annual Meeting of Shareholders is moved more than 30 days before or after the anniversary date of the 2015 Annual Meeting of Shareholders, the deadline for inclusion of proposals in our proxy statement instead will be a reasonable time before we begin to print and mail our proxy materials. Such proposals also will need to comply with Rule 14a-8 under the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Rentech, Inc.

Attn: Secretary

10877 Wilshire Blvd., 10^th Floor

Los Angeles, California 90024

Under our bylaws, for business properly to be brought before the annual meeting of shareholders held in 2016, a shareholder must have given timely notice in proper written form to our Secretary at the address set forth on the first page of this Proxy Statement in accordance with the then current provisions of our bylaws. Our bylaws currently require that such notice be delivered to or mailed and received at our principal executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (i.e., no earlier than March 18, 2016 and no later than April 17, 2016). If, however, we advance the date of the next annual meeting by more than 30 days or delay such date by more than 60 days, notice by the shareholder must be given not earlier than the close of business on the 90th day in advance of such meeting and not after the later of (i) the close of business on the 60th day prior to such meeting, or (ii) the tenth day following the first public announcement of the date of such meeting.

Nomination of Director Candidates: Shareholders may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors, and should be directed to the Secretary. For additional information regarding shareholder recommendations for director candidates, see “Election of Directors (Proxy Item 1) — Nominating and Corporate Governance Committee and Shareholder Communications.”

Under our bylaws, for a shareholder to nominate a director for election at the 2016 Annual Meeting of Shareholders, a shareholder must have given timely notice in proper written form to our Secretary at the address set forth on the first page of this Proxy Statement in accordance with the then current provisions of our bylaws. Our bylaws currently require that such notice be delivered to or mailed and received at our principal executive offices not later than December 31, 2015. In addition, the shareholder must also provide the director nomination information required by our bylaws.

Copy of Bylaw Provisions: You may contact the Company’s Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.

Q: How is the Company soliciting proxies for the Annual Meeting?

Q: How can I find the voting results of the Annual Meeting?

Q: How may I communicate with the Company’s Board or the non-management directors on the Company’s Board?

Rentech, Inc.

Attention: Secretary

10877 Wilshire Blvd., 10th Floor

Los Angeles, CA 90024

Our corporate secretary will forward all appropriate communications directly to our Board or to any individual director or directors, depending upon the facts and circumstances outlined in the communication. Any shareholder or other interested party who is interested in contacting only the independent directors or non-management directors as a group or the director who presides over the meetings of the independent directors or non-management directors may also send written communications to the contact above and should state for whom the communication is intended.

Keith B. Forman,

Chief Executive Officer, President and Director, Age 56—

Mr. Forman was appointed Chief Executive Officer, President and director of Rentech in December 2014. Mr. Forman was also appointed as the Chief Executive Officer of Rentech Nitrogen GP, LLC, the general partner of Rentech Nitrogen Partners, L.P. (NYSE: RNF), in December 2014 and was appointed as a director of Rentech Nitrogen GP, LLC in connection with the initial public offering of Rentech Nitrogen Partners, L.P. in November 2011. Rentech Nitrogen GP, LLC is one of our indirect wholly-owned subsidiaries and Rentech Nitrogen Partners, L.P. is one of our indirect majority-owned subsidiaries. Since April 2007, Mr. Forman has been a director of Capital Product Partners L.P., a publicly traded shipping limited partnership specializing in the seaborne transportation of oil, refined oil products, chemicals and dry cargoes. Mr. Forman currently serves as the Chairman of its conflicts committee and is a member of its audit committee. Since May of 2011, Mr. Forman has served as a Senior Advisor to Industry Funds Management (IFM). IFM is an Australian based fund investing in infrastructure projects around the world including making investments in energy

related infrastructure. Since November 2013, Mr. Forman has served as a director of Applied Consultants, Inc., a privately held (by Nautic Partners) company with a roster of over 1,500 consulting engineers who work in the midstream pipeline construction and maintenance industry. From November 2007 until March 2010, Mr. Forman served as Partner and Chief Financial Officer of Crestwood Midstream Partners LP, a private investment partnership focused on making equity investments in the midstream energy market. From January 2004 to July 2005, Mr. Forman was Senior Vice President, Finance for El Paso Corporation, a provider of natural gas services. From January 1992 to December 2003, he served as Chief Financial Officer of GulfTerra Energy Partners L.P., a publicly traded master limited partnership, and was responsible for the financing activities of the partnership, including its commercial and investment banking relationships. Mr. Forman received a B.A. degree in economics and political science from Vanderbilt University. The Board has determined that Mr. Forman brings to the Board accounting, financial and directorial experience, including extensive experience with master limited partnerships, and therefore he should serve our Board.

Halbert S. Washburn,

Director and Chairman of the Board, Age 55—

Mr. Washburn was appointed as a director of Rentech in December 2005, and has served as Chairman of the Board since June 2011. He also serves on the Compensation Committee and Finance Committee of the Board. In addition, Mr. Washburn served as a director of Rentech Nitrogen GP, LLC from July 2011 until April 2015. Mr. Washburn has over 25 years of experience in the energy industry. Since April 2010, Mr. Washburn has been the Chief Executive Officer of BreitBurn GP, LLC, the general partner of BreitBurn Energy Partners LP. From August 2006 until April 2010, he was the co-Chief Executive Officer and served on the board of directors of BreitBurn GP, LLC. In December 2011, he was reappointed as a member of the board of directors of BreitBurn GP, LLC. He has served as the co-President and a director of BreitBurn Energy Corporation since 1988. He also has served as a co-Chief Executive Officer and a director for

Pacific Coast Energy Holdings, LLC (formerly BreitBurn Energy Holdings, LLC) and as co-Chief Executive Officer and a director of PCEC (GP), LLC (formerly BEH (GP), LLC). Since September 2013, Mr. Washburn has served on the board of directors of Jones Energy, Inc., a publically traded oil and gas exploration and production company. Mr. Washburn previously served as Chairman on the Executive Committee of the board of directors of the California Independent Petroleum Association. He also served as Chairman of the Stanford University Petroleum Investments Committee and as Secretary and Chairman of the Wildcat Committee. The Board has determined that Mr. Washburn brings to the Board knowledge of our business, extensive experience in the field of energy and with the MLP structure, including his service as an executive officer and director of several BreitBurn entities, and familiarity with start-up and public energy companies, and therefore he should serve on the Board.

Edward M. Stern,

Director, Age 56—

Mr. Stern was appointed as a director of Rentech in December 2006 and he currently serves as chairperson of the Compensation Committee. He also serves on the Finance Committee and Nominating and Corporate Governance Committee of the Board. Mr. Stern is the President and Chief Executive Officer of PowerBridge, LLC, or PowerBridge, the leading developer of non-utility, privately financed electric transmission systems in the U.S. PowerBridge has developed, financed, constructed and now operates more than 1300 megawatts of transmission capacity, with a total investment in excess of $1.5 billion. PowerBridge has recently completed the development and construction of a natural gas line and is currently developing several billion dollars of new electric transmission facilities. Mr. Stern has nearly 30 years of experience leading the successful development, financing and operation of major energy and infrastructure projects. Under Mr. Stern’s guidance, PowerBridge developed and built the Neptune Regional Transmission System, completed in 2007, and the Hudson Transmission Project, completed in 2013. Both the Neptune Regional Transmission System and the Hudson Transmission Project are 660 megawatt HVDC underwater and underground electric transmission systems, managed by PowerBridge, that interconnect the PJM energy grid in New Jersey with power grids in New York. Both projects were completed on budget and ahead of schedule.

From 1991 through 2004, Mr. Stern was employed by Enel North America, Inc., the North American subsidiary of the Italian electric utility, Enel SpA, and its predecessor, CHI Energy, Inc., an energy company specializing in renewable energy technologies including hydroelectric projects and wind farms. While at Enel North America, Inc. and CHI Energy, Inc., Mr. Stern served as General Counsel and, commencing in 1999, as President, Director and Chief Executive Officer. Prior to joining CHI, Mr. Stern was a vice president with BayBanks, Inc., a Boston-based $10 billion financial services organization, where for six years he specialized in energy project finance, real estate restructurings and asset management. Mr. Stern also currently serves on the boards of CAN Capital, Inc., a financial services company, and Deepwater Wind, a developer of offshore wind projects and serves on the Advisory Board of Starwood Energy Group Global, LLC, a private equity firm specializing in energy and infrastructure investments. Mr. Stern received B.A., J.D. and M.B.A. degrees from Boston University. He is a member of the Massachusetts Bar and the Federal Energy Bar. The Board has determined that Mr. Stern brings to the Board significant management and legal experience at energy companies, including substantial project development experience, and his directorial and governance experience as a director at numerous companies, and therefore he should serve on the Board.

John A. Williams,

Director, Age 72—

Mr. Williams was appointed as a director of Rentech in November 2009 and he currently serves on the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Williams has over 40 years of business experience, principally in the real estate and banking industries. Since January 2004, Mr. Williams has served as the Chief Executive Officer, President and Managing Member of Corporate Holdings, LLC, a diversified holdings company, and since November 2004, he has served as Chief Executive Officer and Managing Member of Williams Realty Advisors, LLC, a real estate fund advisor to over $3 billion in assets. Mr. Williams is currently Chairman and Chief Executive Officer of Preferred Apartment Communities, Inc., a real estate investment trust. In 1970, Mr. Williams founded Post Properties, Inc., a developer, owner and manager of upscale

multifamily apartment communities in selected markets in the United States. Mr. Williams served as Chief Executive Officer of Post Properties from 1970 until 2002, and he served on its board from inception until 2004. Mr. Williams served as Chairman for Post Properties from inception until February 2003 and Chairman Emeritus from February 2003 until August 2004. Mr. Williams currently serves on the board of directors of the Atlanta Falcons of which he is also a minority owner. He previously served on a variety of boards of directors, including those of NationsBank Corporation, Barnett Banks, Inc. and Crawford & Company. Mr. Williams hold a B.S. degree in industrial management from Georgia Tech. The Board has determined that Mr. Williams brings to the Board over 40 years of business experience and directorial and governance experience on boards of directors, and therefore he should serve on the Board.

Michael S. Burke,

Director, Age 52—

Mr. Burke was appointed as a director of Rentech in March 2007. He serves as chair of the Audit Committee and is a member of the Compensation Committee. Mr. Burke was appointed as a director of Rentech Nitrogen GP, LLC in July 2011 and is a member of the Audit Committee of Rentech Nitrogen GP, LLC. Mr. Burke is the Chief Executive Officer and President of AECOM Technology Corporation, or AECOM, a global provider of professional technical and management support services to government and commercial clients. Mr. Burke was appointed chairman of the board of AECOM on March 4, 2015. From October 1, 2011 through March 5, 2014, Mr. Burke served as President of AECOM. From December 2006 through September 2011, Mr. Burke served as Executive Vice President, Chief Financial Officer of AECOM. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm, KPMG LLP, where he served in various senior leadership positions, most recently as a Western Area Managing Partner from 2002 to 2005. Mr. Burke also was a member of the board of directors of KPMG from 2000 through 2005. While on the board of directors of KPMG, Mr. Burke served as the Chairman of the Board Process and Governance Committee and a member of the Audit and Finance Committee. Mr. Burke also serves on the boards of directors of various charitable and community organizations. Mr. Burke received a B.S. degree in accounting from the University of Scranton and a J.D. degree from Southwestern University. The Board has determined that Mr. Burke brings to the Board extensive accounting, financial and business experience, including experience as an executive officer of a public company, and therefore he should serve on the Board.

General (ret) Wesley K. Clark,

Director, Age 70—

General (ret) Wesley Clark was appointed as a director of Rentech in December 2010 and currently serves on the Audit Committee. General Clark is an active investment banker and strategic energy consultant in the oil, gas, biofuels, solar and wind industries in the United States, Europe, and Latin America. In 2003 General Clark founded his own strategic consulting firm, Wesley K. Clark and Associates, where he currently serves as Chairman and Chief Executive Officer. From 2000 to 2003 General Clark was a managing director at Stephens, Inc., an investment banking firm based in Arkansas. He acts as a Senior Advisor to the Blackstone Group with a focus in the energy sector. General Clark currently and historically has served on several public and private company boards in the areas of energy, infrastructure and technology. He serves on the board of directors of the following publically traded companies: BNK Petroleum Inc., an energy company focused on the acquisition, exploration and production of large oil and gas reserves; Bankers Petroleum Ltd., a Canadian based oil and gas exploration and production company; Amaya Gaming, a Canadian company in the electronic gaming industry; Root9B Technologies, Inc., a provider of cybersecurity, regulatory risk mitigation, and energy and controls solutions; Petromanas Energy Inc., a Canadian based oil and gas exploration production company; and The Grilled Cheese Truck, Inc., a food truck operator. General Clark retired a four star general from the United States Army in 2000, as NATO Supreme Allied Commander, Europe, following a 38 year Army career. He is a recipient of numerous U.S. and foreign awards, including the Presidential Medal of Freedom and Honorary Knighthoods from The United Kingdom and Netherlands. He graduated first in his class from the United States Military Academy at West Point and attended Oxford University as a Rhodes Scholar earning

degrees in philosophy, politics and economics. The Board has determined that General Clark brings to the Board extensive leadership experience, including having held high-ranking positions in the United States Army, and directorial and governance experience as a result of having served on boards of directors of numerous companies in the financial and energy sectors.

Ronald M. Sega,

Director, Age 62—

Dr. Sega was appointed as a director of Rentech in December 2007 and serves as chairperson of the Nominating and Corporate Governance Committee. Currently Dr. Sega serves as Director, Systems Engineering Programs and Special Assistant to the Chancellor for Strategic Initiatives at Colorado State University. From 2010 to 2013 he served as Vice President and Enterprise Executive for Energy and the Environment for both Colorado State University (CSU) and The Ohio State University (OSU), two Land-Grant universities engaged in efficient, sustainable development of practical products using natural resources (e.g. land/crops, forests, water, natural gas, etc.) through education, research and outreach. At CSU, he served as chair of the Sustainability, Energy, and Environment Advisory Committee. Dr. Sega also served as chair of the President’s and the Provost’s Council on Sustainability at OSU. Since 2008, Dr. Sega has served as a member of the board of directors of Woodward Inc., a public company that designs, manufactures and services

energy control systems and components for aircraft and industrial engines and turbines. From August 2005 to August 2007, Dr. Sega served as Under Secretary for the U.S. Air Force. In that capacity, he oversaw the recruiting, training and equipping of approximately 700,000 people and a budget of approximately $110 billion and was the first senior energy official for the Air Force. Designated as the Department of Defense (DoD) Executive Agent for Space, Dr. Sega developed, coordinated and integrated plans and programs for all Department of Defense space major defense acquisition programs. From August 2001 until July 2005, Dr. Sega was Director of Defense Research and Engineering, Office of the Secretary of Defense, serving as the Chief Technology Officer for the DoD. Dr. Sega worked for NASA from 1990 until 1996 and made two shuttle flights during his career as an astronaut. He serves on several non-profit boards: Alaska Aerospace Corporation, Energy Institute for 21st Century Energy of the U.S. Chamber of Commerce, Air University Board of Visitors, U.S. Army Science Board, and U.S. Space Foundation Board of Directors. Dr. Sega received a B.S. in mathematics and physics from the United States Air Force Academy in 1974, a master of science degree in physics from The Ohio State University in 1975, and a doctorate in electrical engineering from the University of Colorado in 1982. The Board has determined that Dr. Sega brings to the Board a strong background in sustainability, energy, environment, aerospace, technology research, and operations with significant experience in leadership positions, including those involving responsibility for large budgets, and therefore he should serve on the Board.

Under the Articles of Amendment for the Series E Preferred Stock, in the election of directors to the Board:

In addition to the rights under our articles of incorporation, pursuant to the agreement (the “Subscription Agreement”)

under which the shares of Series E Preferred Stock were purchased by the purchasers thereof (the “Series E Purchasers”), for so long as the Series E Purchasers in the aggregate have record and beneficial ownership of shares of Common Stock issued upon conversion of the Series E Preferred Stock (the “Conversion Shares”) that constitute at least 6% of our outstanding Common Stock, the Series E Purchasers’ collectively have the right to nominate one person for election to the Board. For so long as the Series E Purchasers in the aggregate have record and beneficial ownership of Conversion Shares that constitute more than 18% of our outstanding Common Stock and less than 42.5% of the Series E Preferred Stock issued on the date of the Subscription Agreement, the Series E Purchasers collectively are entitled to nominate a total of two nominees for election to the Board. For so long as the Series E Purchasers have the right to appoint or nominate at least one person to the Board in accordance with the Subscription Agreement, the Series E Purchasers collectively have the right to appoint one observer to the Board who must be reasonably acceptable to Rentech.

Douglas I. Ostrover,

Age 52—

Mr. Ostrover was appointed as a director of Rentech in April 2014 and serves as chairperson of the Finance Committee. Mr. Ostrover is senior managing director of the Blackstone Group and a founder of GSO Capital, an alternative asset management firm and a subsidiary of the Blackstone Group. Prior to co-founding GSO Capital in 2005, Mr. Ostrover held various positions at Credit Suisse First Boston (CSFB). He served as managing director and chairman of the Leveraged Finance Group, and global co-head of the Leveraged Finance

Group. Prior to joining CSFB, Mr. Ostrover was managing director in charge of high yield and distressed sales, trading and research at Donaldson, Lufkin & Jenrette. Mr. Ostrover is currently on the Board of Directors of the Michael J. Fox Foundation. Mr. Ostrover received a Bachelor of Arts in economics from the University of Pennsylvania and an MBA from the Stern School of Business of New York University. The Board has determined that Mr. Ostrover brings to the Board extensive financial and business experience, and therefore he should serve on the Board.

Dan J. Cohrs,

Executive Vice President, Chief Financial Officer and Treasurer, Age 62—

Mr. Cohrs was appointed Executive Vice President and Chief Financial Officer of Rentech in October 2008. Mr. Cohrs has more than 25 years of experience in corporate finance, strategy and planning, and mergers and acquisitions. From April 2008 through September 2008, Mr. Cohrs served as Chief Development and Financial Officer of Agency 3.0, LLC, a private digital advertising and consulting agency in Los Angeles, California and he was a Partner and a Board Member of Agency 3.0, LLC until September 2009. From August 2007 through September 2008, he served as Chief Development & Financial Officer of Skycrest Ventures, LLC, a private investment and consulting firm in Los Angeles that was related to Agency 3.0, LLC. From June 2006 to May 2007, Mr. Cohrs served as a consultant for finance and corporate development, as well as Interim Chief Financial Officer for several months during that period of time for Amp’d Mobile, a private mobile media entertainment company in Los Angeles. From 2003 to 2007, Mr. Cohrs worked as an independent consultant and advised companies regarding financings, investor presentations and business plans. Also from November 2005 to March 2006, Mr. Cohrs served as a Visiting Senior Lecturer at Cornell University’s Johnson School of Management in the area of corporate governance. From May 1998 to June 2003, Mr. Cohrs served as Executive Vice President and Chief Financial Officer of Global Crossing Ltd.

Prior to being employed at Global Crossing Ltd., Mr. Cohrs held senior positions in finance and strategy at Marriot Corporation, Northwest Airlines, Inc. and GTE Corporation, a predecessor of Verizon Communications, Inc. Mr. Cohrs earned M.S. and Ph.D. degrees in finance, economics and public policy from Cornell University’s Johnson Graduate School of Management and a B.S. degree in Engineering from Michigan State University. Mr. Cohrs was appointed Chief Financial Officer of Rentech Nitrogen GP, LLC, the general partner of Rentech Nitrogen Partners, L.P., in July 2011.

On June 1, 2007, Amp’d Mobile, Inc. filed a petition for bankruptcy under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq., or the Bankruptcy Code, with the United States Bankruptcy Court for the District of Delaware. On January 28, 2002, Global Crossing Ltd., and certain of its direct and indirect subsidiaries, filed a petition for bankruptcy under chapter 11 of title 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. On April 11, 2005, the SEC, Global Crossing Ltd., Mr. Cohrs (at the relevant time, the Chief Financial Officer of Global Crossing Ltd.) and other members of Global Crossing Ltd.’s senior management reached a settlement related to an SEC investigation regarding alleged violations of the reporting provisions of Section 13(a) of the Exchange Act and the regulations thereunder. The parties to the agreement (other than the SEC)

agreed not to cause any violations of such reporting provisions in the future, and in connection with a parallel civil action, Mr. Cohrs agreed to pay a $100,000 civil penalty. In the SEC order, none of the allegations related to fraud, no party admitted liability and no other violations of securities laws were alleged. Also in connection with Global Crossing, Ltd., on July 16, 2004, Mr. Cohrs and the Secretary of the United States Department of Labor entered into a settlement agreement, the relevant restrictions of which expired on July 16, 2009, pursuant to which Mr. Cohrs agreed, among other things, that he would give notice to the Secretary, and if the Secretary objected, then he would not serve in a fiduciary capacity with respect to any plan covered by the Employee Retirement Income Security Act.

Sean Ebnet,

Senior Vice President of Wood Fibre, Age 48—

Mr. Ebnet was appointed Senior Vice President of Business Development of Rentech in October 2012, and subsequently retitled to Senior Vice President of Wood Fibre at Rentech on March 2, 2013. Mr. Ebnet is responsible for growing and managing Rentech’s wood fibre business. Mr. Ebnet began his career with the United States Forest Service before moving into the private sector where he worked as a consultant to numerous forest products companies, power utilities and government agencies. From 2000 to 2008, Mr. Ebnet served as an Executive Director of Alternative Energy Investment Group where he was responsible for the screening, research and development of privately funded renewable power projects. From 2008 to 2012, Mr. Ebnet served the British utility Drax Power Ltd. as Director of New Business and spearheaded the company’s transition of the 4,000 MW coal plant into the largest biomass co-firing power station in the world. Mr. Ebnet graduated from the University of Washington with a B.S. degree in Zoology and Environmental Sciences.

Colin M. Morris,

Vice President and General Counsel, Age 42—

Mr. Morris has served as Senior Vice President and General Counsel of Rentech since October 2011. From June 2006 to October 2011, Mr. Morris served as Vice President and General Counsel. Mr. Morris practiced corporate and securities law at the Los Angeles office of Latham & Watkins LLP from June 2004 to May 2006. From September 2000 to May 2004, Mr. Morris practiced corporate and securities law in the Silicon Valley office of Wilson, Sonsini, Goodrich and Rosati. Prior to that Mr. Morris practiced corporate and securities law in the Silicon Valley office of Pillsbury Winthrop Shaw Pittman LLP. Mr. Morris received an A.B. degree in government from Georgetown University and a J.D. from the University of California, Berkeley, Boalt Hall School of Law. Mr. Morris was appointed Senior Vice President, General Counsel and Secretary of Rentech Nitrogen GP, LLC, the general partner of Rentech Nitrogen Partners, L.P., in October 2011, and from July 2011 to October 2011, Mr. Morris served as Vice President, General Counsel and Secretary.

Jeffrey R. Spain,

Senior Vice President of Finance, Accounting & Administration of Wood Fibre, Age 49—

Mr. Spain joined Rentech in 2011 as Senior Vice President of Finance and Accounting. In December 2014, Mr. Spain was appointed Senior Vice President of Finance, Accounting & Administration for the Wood Fibre group. Mr. Spain’s experience spans over 20 years and includes investment banking, operations management and Chief Financial Officer roles of high growth companies. Mr. Spain’s past employers include Credit Suisse First Boston, Kimberly-Clark Corporation, LeadPoint, Inc. and eNutrition. At LeadPoint, Inc., an internet performance marketing company funded by Redpoint Ventures, Mr. Spain served as its CFO from 2004 until joining Rentech in 2011. Mr. Spain received his Masters of Business Administration from the Anderson Graduate School of Management at UCLA and earned his Bachelor’s degree in finance from Southern Methodist University.

On December 30, 2014 each of Messrs. Cohrs, Morris and Spain were granted 7,554, 4,648 and 1,877 phantom units, respectively, of Rentech Nitrogen Partners, L.P., a publicly traded Delaware limited partnership and one of our indirectly majority owned subsidiaries, or RNP. Such phantom units will vest in three equal installments on each of the next three anniversaries of December 14, 2014. Further, on July 1,

2014, each of Messrs. Burke, Forman and Washburn were granted 750, 1,490 and 750 phantom units, respectively, or RNP. Such phantom units will vest in full on July 1, 2015. In addition, on July 1, 2014, each of Messrs. Burke, Forman and Washburn were granted 1,490, 2,970 and 1,490 RNP common units, respectively.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities (collectively, the “Insiders”) to file initial reports of ownership and reports of changes in ownership with the SEC. Insiders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on its review of the copies of such reports furnished to us and/or written representations that no other reports were required to be filed during fiscal year 2014, all filing requirements under Section 16(a) applicable to our officers, directors and 10% shareholders were satisfied timely, except in the following instances. Form 4s were not timely filed by Mr. Burke and Mr. Patrick J. Moore (who resigned from the

Board as a Series E director effective April 13, 2015) related to the reporting of 992 and 893 shares of Common Stock, respectively, that were granted as compensation for serving on certain Board Committees but that did not vest on June 30, 2014 because Mr. Burke and Mr. Moore did not ultimately serve on such Committees in the second quarter of 2014. The corrected Form 4s were both filed on July 16, 2014 and reported that fewer shares vested on June 30, 2014 than were originally reported on Form 4s filed on April 2, 2014. Additionally, Mr. Ebnet had a vesting of 100,000 restricted stock units on September 17, 2014. The vesting of RSUs and withholding of shares to satisfy his tax obligation was properly reported by Mr. Ebnet on a Form 4 filed on September 26, 2014.

The Board held eight meetings during the year ended December 31, 2014. Actions were also taken during the year by written consent. Each of our incumbent directors attended

at least 75% of the aggregate of (i) meetings of the Board held during the period for which he has been a director and (ii) meetings of committees of the Board on which he served

during the period that he served. All nine of our then incumbent directors attended the annual meeting of shareholders held in 2014. Our directors are reimbursed for expenses incurred in attending meetings. We encourage all incumbent directors and director nominees to attend our annual meetings of shareholders. We have adopted a Corporate Governance Policy which provides that each member of the Board shall attend the annual meeting of shareholders in person, absent good cause.

The Board had three standing committees throughout 2014, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, as well as a standing Finance Committee that was formed in March 2014. The Board has determined that all the members of our Board, other than Mr. Forman, are “independent” within the meaning of the listing standards of NASDAQ, including each member of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Finance Committee. The Board has also determined that each member of the Audit Committee is “independent” within the meaning of the rules of the SEC.

The charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Finance Committee are available on the Corporate Governance section of our website at http://www.rentechinc.com. The Board regularly reviews developments in corporate governance and modifies these policies and charters as warranted. Modifications are reflected on our website at the address previously given. Information contained on our website is not incorporated into and does not constitute a part of this Proxy Statement. Our website address referenced above is intended to be an inactive textural reference only and not an active hyperlink to the website.

The Audit Committee of the Board is responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditor. The Audit Committee has been delegated responsibility for selection of the independent auditor; reviewing with the independent auditors the plans and results of the audit engagement; reviewing the adequacy, scope and results of the internal accounting controls and procedures; reviewing the degree of independence of the auditors; pre-approval of all audit services; and reviewing the Company’s audited financial

statements. The Audit Committee consists of Mr. Burke, Mr. Clark and Mr. Williams. Our Board has determined that Mr. Burke, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the rules of the SEC. The Audit Committee met six times during the year ended December 31, 2014. Actions were also taken during the year by written consent.

The Compensation Committee is currently chaired by Mr. Stern, and also includes Mr. Burke and Mr. Washburn. None of these individuals has ever served as our officer or employee or an officer or employee of any of our subsidiaries. None of our executive officers has served as a director or member of the compensation committee of another entity at which an executive officer of such entity is also one of our directors. The Compensation Committee reviews and approves executive officer compensation and equity grants, administers our equity plans, and establishes compensation philosophy for executive officers. Please see our Compensation Discussion and Analysis section of this Proxy Statement for a detailed description of the roles of our Compensation Committee, compensation consultants and Chief Executive Officer in determining compensation for our NEOs. The Compensation Committee met four times during the year ended December 31, 2014. Actions were also taken during the year by written consent.

The Nominating and Corporate Governance Committee is currently chaired by Mr. Sega, and also includes Mr. Stern and Mr. Williams. The primary duties of the Nominating and Corporate Governance Committee are to identify and select qualified nominees for election to the Board of Directors and assist the Board of Directors with its corporate governance oversight responsibilities. The Nominating and Corporate Governance Committee met three times during the year ended December 31, 2014. Actions were also taken during the year by written consent.

The Finance Committee is currently chaired by Mr. Ostrover, and includes Mr. Stern and Mr. Washburn. The primary purpose of the Finance Committee is to assist the Board in overseeing and making decisions regarding the Company’s capital structure, financing needs and alternatives, strategic investments (including mergers, acquisitions and capital expenditure plans) and related financial matters. The Finance Committee was formed in 2014 and met three times during the year ended December 31, 2014.

Our Board does not have a policy on whether the offices of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the independent directors. Our Board believes that it should have the flexibility to make these determinations at any given time in

the way that it believes best to provide appropriate leadership for us at that time. Our Board has reviewed our current Board’s leadership structure in light of the composition of the Board, our size, the nature of our business, our peer group and other relevant factors. After carefully considering the benefits and risks of separating the roles of the Chairman of

the Board and Chief Executive Officer, the Board has determined that having an independent director serve as the Chairman of the Board is the most appropriate leadership structure for us and is in the best interest of our shareholders at this time. Separating the roles of the Chairman of the Board and Chief Executive Officer enables the independent directors to participate meaningfully in the leadership of the Board. The Board believes this structure provides an appropriate degree of oversight over our Chief Executive Officer and senior management. At the same time, the current Chairman of the Board is a director who has experience with other public companies, including publicly traded limited partnerships, and therefore has a strong understanding of organizations such as ours. For this reason, our Chairman of the Board is able to understand the unique challenges faced by management and serve as a liaison between the Board and management.

We face a variety of risks. An effective risk management system will identify the material risks we face in a timely manner, communicate necessary information to senior executives and the Board related to those material risks, implement appropriate and responsive strategies to manage

those risks, and integrate the process of risk management into regular decision-making. The Board has designated the Audit Committee to take the lead in overseeing risk management as the Audit Committee regularly reviews our internal audit reports, independent compliance audit reports, regulatory examination reports and financial information of us. In addition to the Audit Committee, the Board encourages management to promote a corporate culture that incorporates risk management into our strategies and day-to-day operations. The Compensation Committee is responsible for the assessment of risks related to the Company’s compensation programs. We maintain a clawback policy pursuant to which, in the event of an accounting restatement due to material non-compliance with any financial reporting requirements under the securities law, we will be entitled (but not required) to recoup from executive officers all cash bonuses and all contingent equity that would not have been paid if performance had been measured in accordance with the restated financials. This policy only applies to incentives paid (i) within three years of the date that the accounting restatement is required and (ii) on or after January 1, 2013.

2014 Highlights

We endeavor to structure our executive compensation program in a manner that reflects good corporate governance practices and aligns our NEOs’ pay with our performance, both operating and stock price. Pay-for-performance was a critical element of our compensation program for 2014, as demonstrated by the reduction in the overall compensation of our NEOs for 2014 and our increased use of performance based equity. Highlights of our 2014 executive compensation program included the following:

Pay for Performance

Pay for performance is a key component of our compensation philosophy. Consistent with this focus, our compensation program includes (i) annual performance-based incentives and (ii) long-term equity compensation that is performance-linked both in that its value derives from stock price appreciation and in that 100% of the 2014 long-term Company equity incentive awards granted to our NEOs (other than Mr. Forman) condition vesting on the attainment of challenging three-year TSR performance goals (the target is 100% TSR over three years and the minimum threshold for any vesting of these awards is 50% TSR over this period). For 2014, approximately 32% of our NEOs’ aggregate compensation (excluding Mr. Forman’s compensation) came from variable performance-based pay consisting of performance-based cash bonuses and performance-based restricted stock units.

The below chart, representing the 2014 target total direct compensation (“TDC”) for our former Chief Executive Officer, Mr. Ramsbottom, demonstrates the emphasis on incentive compensation and performance-contingent compensation elements for 2014. The below chart, representing the 2014 target TDC for our Chief Executive Officer, Mr. Forman, also demonstrates the emphasis on incentive compensation and

performance-contingent compensation elements for 2014. In setting Mr. Forman’s compensation, the Company intended to minimize his cash compensation and provide the majority of his compensation through performance-based equity awards which vest only if and when multi-year improvements in TSR are achieved. The elements of Mr. Forman’s 2014 TDC are described in greater detail below:

To serve the foregoing objectives, our overall compensation program is generally designed to be flexible rather than purely formulaic. In alignment with the objectives set forth above, the Compensation Committee and the Board have generally determined the overall compensation of our NEOs and its

allocation among the elements described above, relying on the analyses and advice provided by the Compensation Committee’s compensation consultant. The Compensation Committee has generally made these determinations in executive sessions without our management team present,

but has also sought input from our Chief Executive Officer with regard to individual NEO performance and compensation besides his own.

Our compensation decisions for our NEOs with respect to 2014 are discussed in detail below. This discussion is intended to be read in conjunction with the executive compensation tables and related disclosures that follow this Compensation Discussion and Analysis.

Compensation Program Objectives

The following discussion and analysis describes our compensation objectives and policies for each of our NEOs for 2014, who consisted of:

During fiscal year 2014, Mr. Ramsbottom served as our Chief Executive Officer and President through December 9, 2014, and Mr. Forman served as our Chief Executive Officer and President from December 9, 2014 through December 31, 2014.

To succeed in achieving our key operational goals, we need to recruit and retain a highly talented and seasoned team of executive, technical, sales, marketing, operations, financial and other business professionals. As such, our compensation packages are designed to incentivize the achievement of these goals, and to recruit, reward and retain our employees, including our NEOs.

We have focused on building an experienced management team that is capable of managing our day-to-day operations during a period of growth while working to achieve our long-term operational goals. We believe it is important both to retain our key executives, including our NEOs, and to recruit the additional talent we need to expand the Company and attain our organizational objectives. Accordingly, our policy is to hire executives who are not only highly qualified for their positions at our current size, but who also have the skills we believe are necessary to perform their roles at the same high standard if we are successful in our commercial development, and we achieve significantly greater size and complexity.

Each of the key elements of our executive compensation program is discussed in more detail below under “—Core Components of Executive Compensation.”

Compensation Consultant

During 2014, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“Cook”) as an independent compensation consultant to analyze our existing executive compensation programs, assist with the design of future compensation programs that more closely align our executive officers’ interests with those of our shareholders, and ensure that the levels and types of compensation provided to our executives (including our NEOs) and directors continue to reflect market practices. Cook also assisted our Board and Compensation Committee in creating a compensation package for Mr. Forman when he was hired as our new Chief Executive Officer in December 2014. Cook serves at the discretion of the Compensation Committee and Cook may be terminated by the Compensation Committee in its discretion. The Compensation Committee has assessed the independence of Cook pursuant to the rules prescribed by the SEC and has concluded that no conflict of interest existed in 2014 or currently exists that would prevent Cook from serving as an independent consultant to the Compensation Committee.

Services Provided With Respect to 2014 Compensation

Services provided by Cook in 2014 included the following:

Comparison to Market Practices

The Compensation Committee provides levels and elements of executive compensation, including base salaries, target annual incentives as a percentage of salary, total cash compensation, long-term incentives and total direct compensation, based on information gathered from the public filings of our peer group companies as well as industry-specific published survey data (discussed in more detail below).

From September 2013 through June 2014, our peer group was comprised of companies selected in 2013 based on

discussions among the members of the Compensation Committee, certain of our executive officers and Cook (the “2013 Peer Group”). In June 2014, the Compensation Committee, certain of our executive officers and Cook reviewed and discussed the composition of the 2013 Peer Group. The discussions considered the manner in which the Company’s business had changed since the 2013 Peer Group was constructed. Based on these discussions, changes were made to our peer group in order to (i) remove nine companies that were no longer appropriate to our peer group based on size, industry and/or market value, and (ii) add nine companies that are more similar to us in terms of industry, revenue and market value. In general, the peers removed were more closely aligned with our alternative energy technologies, a discontinued component of our business, By contrast, the peers added tended to focus on wood-related and paper-related lines of business, which comprise an increasing component of our business. We refer to our current peer group (after giving effect to the changes discussed above) as the “2014 Peer Group.”

Our 2013 Peer Group consisted of alternative energy, energy, energy technology, chemical, fertilizer and wood fiber companies, in each case, with (i) annual revenues ranging from $160 million to $1.3 billion and (ii) market values ranging from $170 million to $2.0 billion at the time the peer group was selected. Following are the companies that comprise our 2013 Peer Group:

Our 2014 Peer Group consists of energy, energy technology, chemical, fertilizer and wood fiber companies, in each case, with (i) annual revenues ranging from approximately $265 million to $2.2 billion and (ii) market values ranging from approximately $170 million to $2.9 billion at the time the peer group was selected. Following are the companies that comprise our 2014 Peer Group:

In September 2014, the Compensation Committee conducted a review of compensation data provided by Cook with regard to the levels and types of compensation provided to our NEOs (other than Mr. Forman who was hired by us in December 2014). The information provided by Cook included data gathered from the public filings of our 2014 Peer Group (instead of our 2013 Peer Group). The Compensation Committee considered this data when determining the final incentive awards earned by our NEOs for 2014 under our annual incentive compensation programs and the levels and types of equity awards granted to our NEOs during 2014. We expect to continue to use our New 2014 Peer Group for purposes of assessing our compensation programs through at least 2015.

During its 2014 review, the Compensation Committee reviewed the compensation of our NEOs relative to the 2014 Peer Group with respect to total compensation and for individual components of compensation and determined it was within the desired market range and in line with our compensation philosophy. The study provided by Cook to the Committee found that target total annual cash, which is the sum of base salaries and target bonus opportunities, was generally below the median of similarly situated executives in our 2014 Peer Group companies, including for our former CEO. Our new CEO’s 2015 target annual cash compensation opportunity is the lowest of the CEOs in the Peer Group. A comparison of 2014 long-term equity incentives showed (i) above-median equity award levels for our NEOs (with respect to the 2014 Peer Group), and (ii) that our NEOs’ December 2014 annual awards were weighted considerably more toward performance-based vesting than the equity awards granted to similarly-situated executives of our 2014 Peer Group (i.e., 60% of long-term incentives at Rentech versus about 30% for peer company officers on average). Equity compensation grant values were approximately 45%-50% lower in 2014 than in 2013 for our NEOs (excluding our new CEO Mr. Forman). Resulting target total direct compensation values were, on average, near the median for our NEOs (excluding our new CEO) and was about 10%-15% lower than in 2013.

Core Components of Executive Compensation

Through the Compensation Committee, we design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. Compensation of our NEOs consists of the following elements:

We view each component of our executive compensation program as related but distinct, and we have historically reassessed the total compensation of our NEOs periodically to ensure that overall compensation objectives are met. In addition, in determining the appropriate level for each compensation component, we have considered, but not exclusively relied on, our understanding of the competitive market based on the collective experience of members of the Compensation Committee (and our Chief Executive Officer with regard to the other NEOs), our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executives, our overall financial and operational performance and other relevant considerations.

We have not adopted any formal or informal policies or guidelines for allocating compensation between currently-paid and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. Generally, we offer a competitive, but balanced, total compensation package that provides the stability of a competitive, fixed income while affording our executives the opportunity to be appropriately rewarded through cash and equity incentives if we attain our goals and perform well over time. However, we are increasingly using performance-based metrics to incentivize our employees and specifically our NEOs.

Each of the primary elements of our executive compensation program is discussed in more detail below. While we have identified particular compensation objectives that each element of executive compensation serves, our compensation programs are intended to be flexible and complementary and

to collectively serve all of the executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as a part of our overall executive compensation policy, each individual element, to a greater or lesser extent, serves each of our compensation objectives.

Cash Compensation

We provide our NEOs with cash compensation in the form of base salaries and annual cash incentive awards. Our cash compensation is structured to provide a market-level base salary for our NEOs while creating an opportunity to exceed market levels for total cash compensation if short- and long-term performance exceeds expectations. We believe that this mix appropriately combines the stability of non-variable compensation (in the form of base salary) with variable performance awards (in the form of annual cash incentives) that reward the performance of the Company and individual contributions to the success of the business.

Base Salary

Base salaries for our NEOs were initially set in arm’s-length negotiations during the hiring processes. These base salaries have historically been reviewed annually by the Compensation Committee (with input from our Chief Executive Officer with respect to the other NEOs) and were again reviewed at the end of 2014 for purposes of determining 2015 salaries. Our NEOs are not entitled to any contractual or other formulaic base salary increases. The Compensation Committee determined not to increase our NEOs’ base salaries for 2015. Mr. Forman’s base salary was set in December in connection with his hiring as our Chief Executive Officer and was, at the time Mr. Forman became our Chief Executive Officer, the lowest salary of any CEO in our 2014 Peer Group.

We maintain an annual incentive program to reward executive officers, including our NEOs, based on our financial and operational performance, achievement of specific milestones related to operation and expansion of our businesses, financing and project development work, and the individual NEO’s relative contributions to the Company’s performance during the year (referred to below as the our “annual incentive

program”). We recognize that successful completion of short-term objectives is critical in achieving our planned level of growth and attaining our long-term business objectives. Accordingly, our annual incentive program is designed to reward executives for successfully taking the immediate steps necessary to implement our long-term business strategy.

Annual Incentive Program

During 2014, each of our NEOs (excluding Mr. Forman, whose employment with us commenced in December 2014) was eligible to receive an incentive payment pursuant to our annual incentive program. Under our annual incentive program, cash incentives were determined and paid by reference to (i) the achievement of certain pre-established operational and financial goals and commercial and project development criteria, and (ii) target bonus amounts (as set forth in the NEOs’ respective employment agreements). The goals are weighted based on importance for the year. In the beginning of 2014, as in prior fiscal years, our CEO and other senior officers developed a series of broad objectives for us, which were then reviewed and revised by the Compensation Committee and our Board. Following that review, our Board set the 2014 performance goals for our annual incentive program, but retained discretion based on input from the Compensation Committee (and our Chief Executive Officer with respect to the other NEOs) to increase or decrease annual incentive award payouts to levels as high as 200% of the NEO’s target bonus and as low as zero, in each case, based on performance during the relevant period. The goals were designed to be challenging with no guarantee that any portion of the target award would actually be earned. The 2014 annual incentive awards were targeted for Messrs. Cohrs, Ebnet, Morris and Spain at 60%, 50%, 50% and 40% of their respective base salaries (in accordance with their respective employment agreements where applicable). Mr. Ramsbottom’s 2014 annual incentive award was targeted at 100% of his base salary (in accordance with his employment agreement); however, he was not eligible to receive an annual incentive award payment for 2014 because his employment ceased prior to the end of fiscal year 2014. Payment of annual incentive awards to our NEOs was based on the achievement by us of the specific targets and goals set forth below for the applicable annual incentive program, as well as the performance of the individual executive (and was subject to adjustment as described above). Mr. Forman was not eligible to participate in our 2014 annual incentive program and is not eligible to participate in our 2015 annual incentive program; instead, his incentive compensation consists primarily of performance-based long-term equity incentives.

Annual Incentive Program Performance Goals

The 2014 performance goals applicable to our NEOs (excluding Mr. Forman) under our annual incentive program are set forth below, along with determinations as to the attainment of these goals (parentheticals following the description of each goal provide guidelines indicating the approximate weight given to the attainment of each goal).

Result: Goal not attained. Safety performance was strong during 2014, with an OSHA recordable rate of 2.94 recordable incidents for every 200,000 hours worked at Rentech facilities in fiscal year 2014; however, the Company experienced 6 reportable environmental release events.

Result: Goal attained. We completed all required training.

Result: Goal attained. We completed required process review action items.

Result: Goal not attained. Total ammonia production for the fiscal year ending December 31, 2014 equaled 327,000 tons.

Result: Goal not attained. Total ammonium sulfate production for the fiscal year ending December 31, 2014 equaled 522,000 tons.

Result: Goal not attained. RNP EBITDA for the year ended December 31, 2014 equaled $65.0 million.

Result: Goal not attained. EBITDA for our wood fibre business for the year ended December 31, 2014 equaled $3.0 million.

Result: Goal not attained. Unallocated S,G&A expense for the year ended December 31, 2014 equaled $25.0 million.

Result: Goal attained. Capital of $100.0 million was raised for our wood fibre business during the year ended December 31, 2014.

Result: Goal not attained. Alternative energy technologies were sold, but EBITDA targets and performance milestones were not achieved.

Result: Goal not attained. Wood pellets not produced by summer of 2014.

Result: Goal not attained. Final construction costs will exceed budget.

Result: Goal not attained. Production was not increased by December 2014.

Result: Goal attained. The Atikokan and Wawa wood pellet plants and the acquisition of New England Wood Pellet, LLC achieved this goal.

Result: The Compensation Committee did not exercise its discretion to take into account any additional factors which contributed to Rentech’s success or adjust the results of the performance goals.

Final incentive payments for our NEOs were determined by the Compensation Committee based on our performance compared to the set goals under the annual incentive program. Messrs. Cohrs, Ebnet, Morris and Spain received 2014 annual incentive payments equal to approximately 15% of their respective target bonuses based on the performance results described above (or 9%, 8%, 8% and 6% of their respective base salaries). These payments were determined

based on the achievement of the formulaic goals set forth above for each NEO with no bonus adjustment based on individual assessment.

Long-Term Equity Incentive Awards

The Compensation Committee and our Board believe that senior executives, including our NEOs, should have an ongoing stake in the success of their employer to closely align their interests with those of its shareholders. The Compensation Committee also believes that equity awards provide meaningful retention and performance incentives that appropriately encourage our executive officers, including our NEOs, to remain employed with us and put forth their best efforts and performance at all times. Accordingly, long-term equity incentive awards covering shares of our Common Stock have historically been a key component of our compensation program, including during 2014, as these awards create an ownership stake for management that aligns the interests of our NEOs with those of our shareholders and incentivize our NEOs to work toward increasing value for our shareholders. During 2014, we granted equity awards to our NEOs (excluding Messrs. Ramsbottom and Forman) under our 2009 Incentive Award Plan. In addition, RNP granted awards under its 2011 Long-Term Incentive Plan to Messrs. Cohrs, Morris and Spain.

In December 2014, in connection with Mr. Forman’s commencement of employment with us, we granted Mr. Forman a nonqualified stock option and an award of performance-vesting restricted stock units. These awards were provided as an inducement to Mr. Forman’s commencement of employment with us and were granted outside of our 2009 Incentive Award Plan in accordance with applicable stock exchange rules. The aggregate value of Mr. Forman’s 2014 equity awards was above the median of the 2014 Peer Group to compensate for his significantly below-median cash compensation levels in a way that promotes alignment of the CEO’s interests with those of shareholders. However, his total compensation remained below the median of the total compensation of 2014 Peer Group CEOs.

During 2014, in order to promote the share ownership, performance and retention goals described above, we granted performance-vesting restricted stock units (“PSUs”) to our NEOs (except for Mr. Ramsbottom) and, with respect to Mr. Forman only, nonqualified stock options, and RNP granted awards of time-vesting RNP phantom units to Messrs. Cohrs, Morris and Spain. Each PSU and phantom unit confers upon its holder the right to receive one share of our Common Stock or, in the case of phantom units, one common unit of RNP without payment if such awards vests. Awards were granted at the end of 2014 in order to allow the amounts to be calibrated to reflect total shareholder return performance during the year and performance versus internal goals.

Mr. Ramsbottom’s employment ceased before we and RNP granted equity awards to our and its respective executive officers in respect of 2014 services. Accordingly, Mr. Ramsbottom did not receive grants of equity awards from us or from RNP in respect of his services during 2014. All of our other NEOs, except Mr. Forman, received 100% of their Company equity awards in the form of PSUs which are only earned upon the achievement of challenging future TSR performance criteria. Mr. Forman received approximately 70% of his equity in the form of PSUs and approximately 30% in the form of time-vested stock options. In addition, Messrs. Cohrs, Morris and Spain received time-vested RNP phantom units, which we believe puts a shareholder-oriented emphasis on the shareholder return improvement before NEOs’ awards are earned and paid. The study of peer practice provided by Cook shows that the Company’s mix of performance-based awards to time-based awards is significantly more performance-based than awards granted to the average New 2014 Peer Group company executive officers, which is approximately 45% performance-based and 55% time-based.

Options

The stock option granted to Mr. Forman in 2014 vests and becomes exercisable with respect to one-fourth of the shares subject thereto on the first anniversary of the vesting commencement date, and with respect to one-forty-eighth of the shares subject thereto on each monthly anniversary of the vesting commencement date thereafter, subject to Mr. Forman’s continued service through the applicable vesting date. The stock option is subject to “double trigger” accelerated vesting in full upon a termination of Mr. Forman’s employment with us without “cause” or for “good reason” (each such term as defined in Mr. Forman’s employment agreement with us), in either case, within two years following a change in control. Any such accelerated vesting is subject to Mr. Forman’s execution and non-revocation of a general release of claims.

PSUs

The PSUs granted to our NEOs (other than Mr. Ramsbottom) in 2014 require both continued service and the attainment of challenging TSR performance criteria as conditions to vesting, thereby providing both retention and enhanced performance incentives. Specifically, the PSUs confer upon the NEOs the right to receive a number of stock-settled PSUs determined based on our TSR over a four-year period commencing on December 14, 2014 or, with respect to Mr. Forman, December 9, 2014 (in either case, the “Vesting Commencement Date”). PSUs are subject to threshold vesting upon the attainment of TSR of at least 50% during the performance period, and are forfeited if this threshold TSR level is not attained. Payout of PSUs at target level requires attainment of TSR of at least 100% during the four-year performance period, and PSUs provide for a maximum payout upon TSR attainment of at least 200% during the performance period.

Each PSU also confers upon its holder the right to dividend equivalent payments for dividends declared over the portion of the performance period during which such PSU is outstanding; however, such dividends are payable only if and when the underlying PSUs vests following TSR achievement (i.e., accumulated dividends are forfeited if the underlying PSUs are not earned based on actual TSR performance). The Compensation Committee determined to grant PSUs that vest based on our TSR achievement because it believes that long-term TSR is a key measure of our performance for our shareholders.

For purposes of the PSUs, TSR is generally calculated as the per share increase in value equal to the sum of (i) our per share stock price increase, with stock price generally calculated as the trailing thirty trading-day stock price average through the date on which TSR is measured (or, if the applicable measurement date is the date on which a change in control of us occurs, the per share change in control transaction proceeds), plus (ii) our aggregate per share dividends, in each case, over the performance period (or relevant portion thereof).

Generally, an amount ranging from (i) 0% to 100% of the target PSUs are eligible to vest on the second anniversary of the Vesting Commencement Date and (ii) 0% to 200% of the target PSUs are eligible to vest on each of third and fourth anniversaries of the Vesting Commencement Date and any date on which a change in control occurs prior to the fourth anniversary of the Vesting Commencement Date, in each case, based on our per share TSR (and the executive’s continued service) through the applicable anniversary or date on which the change in control occurs (each such date, a “measurement date”). The number of PSUs that actually vest on each measurement date is determined based on our per share TSR from the date of grant through the applicable measurement date. With respect to the measurement date occurring on the second anniversary of the Vesting

Commencement Date (the “year 2 measurement date”), 100% of the target PSUs will vest upon our attainment of per share TSR at the maximum level (e.g., upon the increase of our per share TSR by 200% through the year 2 measurement date), and zero PSUs will vest if per share TSR is attained at less than the maximum level. The table below (the “PSU Vesting Table”) sets forth the percentage of target PSUs that will vest on the measurement dates occurring on the third and fourth anniversaries of the Vesting Commencement Date (the “year 3 measurement date” and “year 4 measurement date,” respectively) at the threshold, target and maximum levels (e.g., upon the increase of our per share TSR by 50%, 100% and 200%, respectively, through the applicable measurement date):

If we achieve an increase in per share TSR between the achievement levels specified in the above table, then the number of PSUs that will vest on the applicable measurement date will be determined based on straight-line interpolation between the applicable attainment levels.

PSUs will be paid to our NEOs in shares of our stock as and when they are earned and vest, subject to the executive’s continued service through the applicable measurement date. Dividend equivalents that become payable with respect to earned and vested PSUs will generally be paid in cash upon or shortly after vesting of the underlying PSU to which such dividend equivalents relate (only if and when the underlying PSU ultimately vests).

RNP Phantom Units

During 2014, RNP also granted phantom units, which include distribution equivalent rights for dividends paid by RNP, to each of Messrs. Cohrs, Morris and Spain under its 2011 Long-Term Incentive Plan to compensate these executives for their services as officers of RNP, which is a separate publicly traded fertilizer master limited partnership in which Rentech owns a 59.7% equity stake, and to create incentives aligned with the interests of the unit holders of RNP. These RNP units

were considered part of each officer’s total compensation package by the Compensation Committee. The values of these phantom units are included in the figures and tables reported herein. These phantom units vest in annual installments over a three-year period, subject to continued service through the applicable vesting date and, like our equity awards, are intended to provide retention incentives linked to equity value and to encourage equity ownership in order to align the interests of these executives with those of RNP’s unit holders (including the Company). For more information on these phantom unit awards, please see RNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 16, 2015 (the “RNP Annual Report”).

The 2014 PSUs, options and phantom units are subject to accelerated vesting in certain circumstances as described under “—Potential Payments upon Termination or Change-in-Control” below. We believe that the applicable vesting periods provide an important retention incentive, while accelerated vesting (where appropriate) protects executives against forfeiture of their awards in appropriate circumstances and aligns management’s incentives more closely with the interests of our shareholders.

In determining appropriate levels of equity grants for 2014, we considered, among other things, the role(s) and responsibilities of each NEO and the perceived need to reward and retain the NEO. The table below sets forth the 2014 Awards that we and RNP granted to our NEOs during

2014. All grants were made on December 19, 2014, other than the grants to Mr. Forman, which were made on December 30, 2014 in connection with his commencement of employment as our CEO, and the grants of phantom units which were also made on December 30, 2014.

We believe that vulnerability to termination of employment at the senior executive level, both within and outside of the change in control context, creates concern and uncertainty for our NEOs that is appropriately addressed by providing severance protections which enable and encourage these executives to focus their attention on their work duties and responsibilities in all situations. We operate in a volatile and acquisitive industry that heightens this vulnerability in the change-in-control context. Accordingly, in order to attract and retain our key managerial talent, we enter into employment agreements with certain of our NEOs which provide for specified severance payments and benefits in connection with

certain qualifying terminations of employment. In addition, we believe that change in control and severance benefits are essential in order to fulfill our objective of attracting and retaining key managerial talent. We are party to employment agreements with each of Messrs. Forman, Cohrs, Ebnet and Morris. Mr. Spain does not have an employment agreement with us. For a description of the specific terms and conditions of each agreement, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “—Potential Payments upon Termination or Change-in-Control” below.

We maintain a standard complement of health and retirement benefit plans for our employees, including our NEOs, that provide medical, dental, and vision benefits, flexible spending accounts, a 401(k) savings plan (including an employer-match component), short-term and long-term disability insurance, accidental death and dismemberment insurance and life insurance coverage. These benefits are generally provided to our NEOs on the same terms and conditions as they are

provided to our other employees. We believe that these health and retirement benefits comprise key elements of a comprehensive compensation program. Our health benefits help provide stability and peace of mind to our NEOs, thus enabling them to better focus on their work responsibilities, while our 401(k) plan provides a vehicle for tax-preferred retirement savings with additional compensation in the form of an employer match that adds to the overall desirability of our executive

compensation package. Our employee benefits programs are designed to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We periodically review and adjust these employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market.

As part of the compensation package, we also provide our NEOs (other than Mr. Forman) with a monthly car allowance

and these executives (other than Messrs. Forman, Ebnet and Spain) also receive reimbursement of certain financial advisor costs. Messrs. Cohrs, Ebnet and Morris are also entitled to company-paid physical examinations. The purpose of these benefits and perquisites is to ensure that our NEOs are able to devote their full business time to our affairs, to project the proper corporate image for Rentech, and to make employment at Rentech attractive at a relatively modest cost for shareholders.

Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any individual remuneration in excess of $1 million paid in any taxable year to its chief executive officer and each of its other named executive officers, other than its chief financial officer. However, remuneration in excess of $1 million may be deducted if it qualifies as “performance-based compensation” within the meaning of the Internal Revenue Code.

Where reasonably practicable, to the extent that the Section 162(m) deduction disallowance becomes applicable to our NEOs, the Compensation Committee may seek to qualify the variable compensation paid to our NEOs for an

exemption from such deductibility limitations. As such, in approving the amount and form of compensation for our NEOs, the Compensation Committee will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Internal Revenue Code. The Compensation Committee may, in its judgment, authorize compensation payments that do not comply with an exemption from the deductibility limit in Section 162(m) of the Internal Revenue Code, as it has under its 2014 annual incentive program, when it believes that such payments are appropriate to attract and retain executive talent.

Section 280G of the Internal Revenue Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Section 4999 of the Internal Revenue Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Internal Revenue Code based on the executive’s prior compensation. In approving compensation arrangements for our NEOs in the future, we expect to consider all elements of the cost of providing such compensation, including the potential impact of Section 280G of the Internal Revenue Code. However, we may authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Internal Revenue Code and the imposition

of excise taxes under Section 4999 of the Internal Revenue Code if we feel that such arrangements are appropriate to attract and retain executive talent.

Under their employment agreements with us, which were not entered into or amended during 2014, Messrs. Cohrs and Morris are, and Mr. Ramsbottom was (prior to his cessation of employment with us) entitled to gross-up payments in the event that any excise taxes are imposed on them. We have historically provided these protections to these senior executives to ensure that they will be properly incentivized in the event of a potential change in control of the Company to maximize shareholder value in a transaction while minimizing concern for potential consequences of the transaction to these executives. The need for such protection is enhanced by our emphasis on performance-based equity compensation, which has higher values if accelerated in connection with a successful transaction than if the equity compensation awards had been time-vested. We have committed not to provide any new tax gross-up rights to any executives that do not currently have such protection.

Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of

the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service

providers to accelerated income tax liabilities, substantial additional taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and

benefit plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Internal Revenue Code.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, restricted stock, RSUs and other equity-

based awards under equity incentive award plans have been and will be accounted for under ASC Topic 718. We expect that we will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

At our annual meeting of shareholders held in July 2014, we provided our shareholders with the opportunity to cast an advisory vote on our executive compensation program, or a “say-on-pay proposal”. A significant majority of the votes cast on our say-on-pay proposal at that meeting (91%) were voted in favor of the proposal. The Compensation Committee believes this affirms our shareholders’ support of our approach to executive compensation, and, accordingly, did not materially change its approach to executive compensation during 2014 in connection with the say-on-pay proposal. However, the Compensation Committee is always open to improving the Company’s compensation governance practices and believes that increasing the amount of

Company equity awards that are subject to performance-based vesting to 100% in 2014 and significantly reducing the cash compensation (and increasing the equity-based compensation) of our Chief Executive Officer provide meaningful improvements for shareholders. The Compensation Committee expects to take into consideration the outcome of our shareholders’ future say-on-pay proposal votes when making future compensation decisions for our NEOs. Our Board previously determined to hold a say-on-pay advisory vote on the compensation of our NEOs every three years. Accordingly, we expect that our next say-on-pay proposal will be submitted to shareholders for an advisory vote at our annual meeting of shareholders in 2017.

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, the Compensation Committee determined that the Compensation Discussion and Analysis should be included in this Proxy Statement.

COMPENSATION COMMITTEE

Edward M. Stern, Chairman

Michael S. Burke

Halbert S. Washburn

The employment arrangements with our NEOs are all “at will” and may be terminated at any time by us, subject to the severance provisions thereof.

Each of Messrs. Forman, Cohrs, Ebnet and Morris are, and Mr. Ramsbottom was (during his employment with Rentech), party to an employment agreement with us. The employment agreements for Messrs. Cohrs, Ebnet and Morris have terms that continue through October 22, 2015, November 3, 2015, and November 3, 2015, respectively, subject in each case to automatic one-year renewals absent 90-days’ advance notice from either party to the contrary. Mr. Forman’s employment agreement does not have a set term and Mr. Spain does not have an employment agreement. Mr. Ramsbottom’s employment agreement terminated in December 2014, when Mr. Ramsbottom ceased to serve as the chief executive officer and president of Rentech.

Under their respective employment agreements, Messrs. Forman, Cohrs, Ebnet and Morris are entitled, respectively, to (i) current base salaries, effective January 1, 2015, of $200,000, $464,000, $295,000, and $315,000, and (ii) in the case of Messrs. Cohrs, Ebnet and Morris, annual incentive bonuses for 2015 targeted at 60%, 50% and 50%, respectively, of the applicable executive’s base salary (with actual bonus eligibility for each executive ranging from zero to twice the applicable target). Mr. Spain’s current base salary is $291,346 and his annual incentive bonus target for 2015 is 40%. Mr. Ramsbottom’s employment agreement provided for a base salary which, during 2014, was $650,000 and an annual incentive bonus targeted at 100% of his base salary (with actual bonus eligibility ranging from zero to twice the applicable target).

The employment agreements entitle our NEOs to certain severance payments upon qualifying terminations of employment. The employment agreements also entitle Messrs. Ramsbottom, Cohrs and Morris to a “gross-up” payment from the Company equal to any excise taxes that the executive incurs by operation of Internal Revenue Code Section 280G (and any taxes on such gross-up payment) in connection with a change in control of the Company, but we note that these gross-up payments are legacy rights and that none of these employment agreements which contain gross-up payments were entered into or amended in any way during 2014. Mr. Ramsbottom’s gross-up provision terminated in connection with his ceasing employment with us. In addition, the employment agreements (other than Mr. Forman’s employment agreement) provide for monthly auto allowances, as well as customary indemnification, health, welfare, retirement and vacation benefits. The agreements also contain customary confidentiality and other restrictive covenants. Each of the executives covered by an employment agreement has also executed a corporate confidentiality and proprietary rights agreement. Though not addressed in the employment agreements, each of our NEOs is entitled to accelerated vesting of certain equity awards in the event of a change in control of the Company. For a discussion of the severance and change-in-control benefits for which our NEOs are eligible under their employment agreements, see “—Potential Payments upon Termination or Change-in-Control” below.