Philosophy, Reward Structure and Oversight
Our executive compensation policies are designed to achieve our objective of attracting and keeping world-class talent that drives our business forward and maximizes shareholder value. Our underlying principle is "pay for performance". Therefore, most compensation is variable, fluctuating based on individual and corporate performance.
Four primary elements comprise executive compensation, as explained in the detail below: base salary, short-term incentives, performance units under a Medium-Term Incentive Plan (MTIP) and performance stock options issued as long-term incentives. Medium- and long-term variable components like MTIP and performance stock options comprise about 60 percent of the total compensation package, while short-term incentives account for about 15 percent. Base salary makes up the remaining 25 percent.
The compensation committee of the Board of Directors oversees our executive compensation program and, among other responsibilities, carefully monitors the proportion of remuneration that is performance-related on a short-, medium- and long-term basis.
We do not have any non-qualified deferred compensation arrangements in place for management. Additionally, performance stock options are awarded once per year, following shareholder approval of the plan and with an exercise price no lower than the closing market price of our shares on the day before the options are granted.
| Compensation Element | Form | Eligibility | Performance Period | Determination |
|---|---|---|---|---|
| Base salary | Cash | All salaried employees | Annual |
|
| Short-term incentives | Cash | All executives and most salaried staff and union and non-union employees | 1 year |
|
| Medium-term incentives | Performance share units | All executives and senior management (67 people) | 3 years |
|
| Long-term incentives | Performance options | All executives, senior management and other select management (241 people) | 3 years (vesting) 10 years (option term) |
|
| 1 TSR is the total shareholder return on an investment in PotashCorp stock from the time the investment is made. TSR has two components: (1) growth in share price and (2) related dividend income on the shares. |
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