Remuneration
PotashCorp compensates directors and employees for their significant contributions and commitment to the company. Our compensation programs are designed to be competitive and
are aligned with our objective to create value for the company and its stakeholders.
Directors
To ensure their interests are aligned with those of shareholders, a director must, within five years of starting on the Board, own shares and/or deferred share units (DSU) with a value
equal to at least five times the annual retainer paid to directors.
In 2015, 10 of 11 of the current outside directors elected to receive all or a portion of his or her 2015 director retainer fees in the form of deferred share units.
BOARD 1 OWNERSHIP
REMUNERATION
(percentage)
($ million)


Learn more
Director Compensation
Employees
Our compensation program is designed to be competitive with our peers to attract, develop, engage and retain employees to establish and execute value-building strategies. Just as
our strategic priorities have different time horizons, so do the components of our compensation program. We believe the design, structure and implementation of our employee
compensation program should not encourage employees to take unapproved or inappropriate risks or engage in other improper behavior.
In addition, PotashCorp's compensation plans are designed and implemented to:
Motivate PotashCorp employees; actions to be aligned with the long-term interests of our shareholders and other stakeholders;
Reward performance in line with our strategic priorities and shareholder experience, with Board or committee discretion and flexibility to adjust awards – up or down – to address
unique circumstances, supported by well-disclosed rationale;
Support the appropriate level of risk-taking that balances short-, medium- and long-term objectives;
Provide an appropriate and affordable level of value sharing between our shareholders and employees;
Attract, develop, engage and retain quality employees; and
Create an ownership mentality in our management team.
As further described, the Board has approved changes to our short-, medium- and long-term incentive plans beginning in 2016.
The following table outlines key employee remuneration components in 2015:
Category
Component
2015
Impact
Design
Base Salaries
Salary and wages
(5,395 people)
$618
million
expense
The only fixed component of total direct compensation.
At-Risk Compensation
Short-Term
Incentive Plan
(STIP) (5,283
people)
$35
million
expense
Annual cash bonus – one-year performance period. Payout based on achieving a Board-
Performance Option
Plan (311 people)
$23
million
expense
established cash flow return (CFR) metric and achievement of certain safety, environmental and
operational targets.
Options vest based on the amount by which our CFR on investment exceeds the weighted
average cost of capital over a three-year performance period. Value of options, if any, is based on
share price performance.
Retirement Plans
Deferred Share
Units (DSU) (CEO
only)
$2 million
expense
Retirement benefits
$1,659
Vest on July 1, 2017, subject to the satisfaction of certain performance measures during the
period from July 1, 2014 to December 31, 2015. These performance measures were partially met.
Retirement Plans
Retirement benefits
$1,659
million
obligation
Employees are eligible to participate in either defined benefit or defined contribution pension plans,
some of which include a savings feature, a performance contribution feature or stock purchase
plan.
Learn more
Summary named executive compensation table
Compensation consultant and comparative compensation information
Compensation discussion and analysis
Chief Executive Officer Compensation
How Financial Performance Metrics Are Considered in 2015
STIP
Time frame: one year
CFR1
PLAN PAYOUT
(percentage)
(percentage of maximum)

POP

Time frame: 10 years
CFR1 VS WEIGHTED AVERAGE COST OF CAPITAL (WACC)
VESTED OPTIONS BY PLAN YEAR
(percentage)
(percentage)


Key Employee Remuneration Components in 2016
After an extensive review of the company’s short-, medium- and long-term incentive compensation programs in 2015, the human resources and compensation committee,
together with input from its independent compensation consultant and management, developed a number of compensation program changes. We believe these changes
result in a compensation strategy that is more competitive, engaging, cost- effective and aligned with the company’s corporate strategy.
Beginning in 2016, STIP will be based on adjusted EBITDA with greater weighting given to individual performance and safety and environmental metrics for most
employees, while maintaining operational targets. The company will also align performance management practices across the organization to facilitate goal transparency,
employee development and succession planning.
A stand-alone medium-term incentive plan will not be adopted, but medium-term incentives will be incorporated into the new long-term incentive plan (LTIP). As the most
significant component of the new LTIP, the medium-term incentives will be performance-based and will vest on the basis of relative total shareholder return and value
creation (CFR vs WACC). We will use a peer group of comparator fertilizer companies to evaluate performance. Less weight will be given to stock options, which will be
creation (CFR vs WACC). We will use a peer group of comparator fertilizer companies to evaluate performance. Less weight will be given to stock options, which will be
time-vested in the new LTIP.
Learn more
Future Short-Term Incentives
Future Long-Term Incentives