Nutrien Ltd 6-K, filed Apr 6, 2021
Nutrien Ltd. (NTR)
About this 6-K
Nutrien Ltd filed this 6-K on April 6, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: April, 2021
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 500, 122 – 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit 99.3 to this report on Form 6-K shall be incorporated by reference into and as an exhibit to the registrant’s Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) and on Form F-10 (File No. 333-237068) under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NUTRIEN LTD. | ||||||
| Date: April 6, 2021 | By: | /s/ Robert A. Kirkpatrick | ||||
| Name: | Robert A. Kirkpatrick | |||||
| Title: | SVP & Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Notice of Meeting | |
| 99.2 | Notice – Notice-and-Access | |
| 99.3 | Management Proxy Circular | |
| 99.4 | Form of Proxy | |
Exhibit 99.1
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Notice of Meeting
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The annual meeting of shareholders of Nutrien Ltd. will be held:
Where: Virtual only meeting via live online webcast at https://web.lumiagm.com/ 430315424
When: Monday, May 17, 2021 5:30 p.m. (Eastern time) |
Items of business
The following items of business will be covered, as more fully described in the accompanying management proxy circular:
1. Receive our audited annual consolidated financial statements and the auditor’s reports thereon for the year ended December 31, 2020;
2. Elect the directors;
3. Re-appoint the auditor for the 2021 financial year;
4. Vote on a non-binding advisory basis on a resolution to accept the Corporation’s approach to executive compensation; and
5. Transact any other business as may properly be brought before the meeting or any adjournment or postponement of the meeting.
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Who has the right to receive notice and vote
You are entitled to receive notice of and to vote at the meeting if you are a shareholder of record at the close of business on March 29, 2021.
Virtual only format
Again this year, as a result of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our meeting in a virtual only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the meeting online regardless of their geographic location. Shareholders will not be able to physically attend the meeting.
Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the meeting online at https://web.lumiagm.com/430315424 (password: nutrien2021). Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but guests will not be able to vote or submit questions at the meeting.
Your vote is important
The accompanying management proxy circular includes important information about the meeting and the voting process. Please read it carefully and remember to vote.
To be used at the meeting, completed proxies must be returned to Computershare Investor Services Inc. (Computershare), Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or via internet at www.investorvote.com, no later than 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice, and the chair of the meeting is under no obligation to accept or reject any particular late proxy. | ||||
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| Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.
Shareholders who wish to appoint a third party as their proxyholder (i.e., persons other than the persons designated by Nutrien on the form of proxy or identified on their voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder)) must carefully follow the instructions in the management proxy circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online username and sign-in credentials and is required for them to vote at the meeting and, consequently, only being able to attend the meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder.
Notice and access
We are using “notice and access” to deliver our meeting materials. Accordingly, this notice of meeting and the accompanying management proxy circular, and our audited annual financial statements for the financial year ended December 31, 2020, along with the related management discussion and analysis, have been posted on our website at www.nutrien.com/investors/notice-and-access and under our profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
Questions
If you have any questions or need assistance to vote, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by toll-free telephone in North America at 1-866-581-0507 or collect call at 1-416-867-2272 outside North America, or by email at contactus@kingsdaleadvisors.com.
By Order of the Board of Directors
Robert A. Kirkpatrick, Q.C. Corporate Secretary
March 29, 2021 |
Exhibit 99.2
March 29, 2021
NOTICE RE ANNUAL MEETING OF SHAREHOLDERS OF NUTRIEN LTD.
NOTICE-AND-ACCESS
Meeting Date and Format
Nutrien Ltd. (“Nutrien,” “us” or “we”) will be holding its annual meeting (the “Meeting”) of shareholders on Monday, May 17, 2021 at 5:30 p.m. (Eastern time). This year, as a result of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold the Meeting in a virtual only format, which will be conducted via live online webcast at https://web.lumiagm.com/430315424 (password: nutrien2021). Shareholders will not be able to physically attend the Meeting.
A notice of meeting and management information circular (the “Circular”) in respect of the Meeting dated March 29, 2021 and the annual financial statements for the year ended December 31, 2020, along with the related management’s discussion & analysis, as set forth in our 2020 annual report (collectively, the “Materials”) have been posted at www.nutrien.com/investors/notice-and-access and on our profile on www.sedar.com and www.sec.gov/edgar.shtml.
The Meeting is being held to consider the matters as set out in the form of proxy accompanying this notice. These matters are set out in detail under the headings “Election of Directors”, “Financial Statements”, “Re-Appointment of Auditor” and “Advisory Vote on Executive Compensation” and can be found at pages 8 and 9 of the Circular.
How to obtain paper copies of the Materials
In lieu of mailing the Materials, we are using notice-and-access to provide access to an electronic copy of these documents to registered holders and beneficial owners of Nutrien’s common shares by posting them on the websites noted above. Registered holders and beneficial owners who have previously provided standing instructions will receive a paper copy of the Materials.
Registered Shareholders: For more information regarding notice-and-access, you may contact our transfer agent, Computershare Investor Services Inc. (“Computershare”), by phone at 1-866-964-0492 (toll-free) or by visiting www.computershare.com/noticeandaccess. To obtain a paper copy of the Materials before the date of the Meeting, you may contact Computershare, by phone at 1-866-962-0498 (toll-free within Canada and the U.S.) or 514-982-8716 (outside Canada and the U.S.) and enter your 15 digit control number as indicated on your form of proxy. To obtain a paper copy of the Materials after the date of the Meeting, please contact 1-800-564-6253.
Non-registered Shareholders: For more information regarding notice-and-access or to obtain a paper copy of the Materials before the date of the Meeting, you may contact Broadridge Investor Communications Solutions (“Broadridge”), by going to proxyvote.com or by phone at 1-877-907-7643 (toll-free within Canada and the U.S.) or 303-562-9305 (English) or 303-562-9306 (French) (outside Canada and the U.S.) and enter your 16 digit control number as indicated on your voting instruction form. To obtain a paper copy of the Materials after the date of the Meeting, please contact Broadridge, by phone at 1-877-907-7643 (toll-free within Canada and the U.S.) or 303-562-9305 (English) or 303-562-9306 (French) (outside Canada and the U.S.).
You must request a paper copy by: (i) May 4, 2021 in order to receive a paper copy prior to 5:30 p.m. (Eastern time) on May 13, 2021, which is the deadline for the submission of your voting instructions; and (ii) by 5:30 p.m. (Eastern time) on May 6, 2021 to receive paper copies before the date of the Meeting. Shareholders may request to receive a paper copy of the Materials by mail at no cost by calling the number above for up to one year from the date the Materials were filed on www.sedar.com. If you are a registered holder and have previously provided standing instructions indicating that you wish to receive paper copies of the Materials, you may revoke your instructions by calling Computershare at the number above.
Voting
To vote you must vote using the methods reflected on your enclosed form of proxy or voting instruction form.
Registered Shareholders: You may vote in the manner indicated in the enclosed form of proxy, which includes voting using the internet, telephone or fax, or by completing and returning the enclosed form of proxy to Computershare at the specified address by 5:30 p.m. (Eastern time) on Thursday, May 13, 2021, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, in order for your common shares to be voted at the Meeting.
Non-registered Shareholders: Non-registered (beneficial) shareholders should follow the instructions in the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.
Voting Online at the Meeting: Only registered shareholders and duly appointed proxyholders will be entitled to vote at the Meeting. Shareholders who wish to appoint a third-party as their proxyholder (i.e. persons other than the persons designated by Nutrien on the form of proxy or identified on the voting instruction form (including a non-registered shareholder who wishes to appoint themselves)) to represent them at the Meeting must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, by going to https://www.computershare.com/Nutrien, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username that will act as their online sign-in credentials and is required for them to vote or submit questions at the meeting and, consequently, only being able to attend the meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.
PLEASE REVIEW THE CIRCULAR PRIOR TO VOTING.
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Exhibit 99.3
Leading solutions for sustainable agriculture Nutrien Notice of Annual Meeting of Shareholders and Management Proxy Circular Annual Meeting of Shareholders Monday, May 17, 2021
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Message from Chair and Chief Executive Officer
| Dear Shareholder:
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| The annual meeting of shareholders of Nutrien Ltd. (Nutrien or the Corporation) will be held on May 17, 2021 at 5:30p.m. (Eastern time). Again this year, as a result of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our annual meeting in a virtual only format, which will be conducted via live online webcast at https://web.lumiagm.com/430315424 (password: nutrien2021). At this website, shareholders will be able to attend the meeting live online, submit questions and vote their shares while the meeting is being held. The vast majority of our shareholders vote in advance of the annual meeting by proxy using the various available voting channels, and these voting channels will continue to be available. We encourage shareholders to continue to vote in advance of the annual meeting by proxy. |
Detailed instructions about how to participate at our virtual meeting and a description of the items of business to be considered at the meeting can be found in the accompanying notice of annual meeting of shareholders and management proxy circular. The board of directors of the Corporation has approved the contents and the dissemination of this circular.
| We encourage you to vote on the items of business to be conducted at the meeting, which can easily be done by following the instructions enclosed with this circular. Following the formal portion of the meeting, we will provide a business update.
Supporting growers in their pursuit to feed the future is ingrained in everything we do. Nutrien is helping growers around the world to do more, grow more, feed more – all in an increasingly innovative and sustainable way. Nutrien is uniquely positioned with a value enhancing business model that provides a clear path for superior returns for shareholders. We are delivering leading whole-acre solutions backed by world class assets, and we are shaping the agricultural landscape of tomorrow.
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All of our director nominees come from diverse educational and professional backgrounds as detailed in their biographies starting on page 12. 58 percent of our nominees are under the age of 60, 42 percent reside outside of Canada and 33 percent are women. The talent and diversity of our nominees and their collective skills, perspectives, experience and expertise will continue to help Nutrien drive shareholder value at this important stage in its evolution.
Many of our public documents are available on our website under “Investors” at www.nutrien.com. We encourage you to visit our website for information about our company. To ensure you receive all the latest news on the Corporation, you can use the “email alerts” subscribe feature on the Corporation’s website. Additional information relating to the Corporation is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov/edgar.shtml.
We thank you for your ongoing support of Nutrien.
| Yours sincerely, |
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Mayo Schmidt Chair of the Board March 29, 2021 |
Chuck Magro President & Chief Executive Officer March 29, 2021 | |
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Notice of Meeting
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The annual meeting of shareholders of Nutrien Ltd. will be held:
Where: Virtual only meeting via live online webcast at https://web.lumiagm.com/ 430315424
When: Monday, May 17, 2021 5:30 p.m. (Eastern time) |
Items of business
The following items of business will be covered, as more fully described in the accompanying management proxy circular:
1. Receive our audited annual consolidated financial statements and the auditor’s reports thereon for the year ended December 31, 2020;
2. Elect the directors;
3. Re-appoint the auditor for the 2021 financial year;
4. Vote on a non-binding advisory basis on a resolution to accept the Corporation’s approach to executive compensation; and
5. Transact any other business as may properly be brought before the meeting or any adjournment or postponement of the meeting.
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Who has the right to receive notice and vote
You are entitled to receive notice of and to vote at the meeting if you are a shareholder of record at the close of business on March 29, 2021.
Virtual only format
Again this year, as a result of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our meeting in a virtual only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the meeting online regardless of their geographic location. Shareholders will not be able to physically attend the meeting.
Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the meeting online at https://web.lumiagm.com/430315424 (password: nutrien2021). Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but guests will not be able to vote or submit questions at the meeting.
Your vote is important
The accompanying management proxy circular includes important information about the meeting and the voting process. Please read it carefully and remember to vote.
To be used at the meeting, completed proxies must be returned to Computershare Investor Services Inc. (Computershare), Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or via internet at www.investorvote.com, no later than 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice, and the chair of the meeting is under no obligation to accept or reject any particular late proxy. | ||||
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| Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.
Shareholders who wish to appoint a third party as their proxyholder (i.e., persons other than the persons designated by Nutrien on the form of proxy or identified on their voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder)) must carefully follow the instructions in the management proxy circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online username and sign-in credentials and is required for them to vote at the meeting and, consequently, only being able to attend the meeting online as a guest. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder.
Notice and access
We are using “notice and access” to deliver our meeting materials. Accordingly, this notice of meeting and the accompanying management proxy circular, and our audited annual financial statements for the financial year ended December 31, 2020, along with the related management discussion and analysis, have been posted on our website at www.nutrien.com/investors/notice-and-access and under our profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
Questions
If you have any questions or need assistance to vote, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by toll-free telephone in North America at 1-866-581-0507 or collect call at 1-416-867-2272 outside North America, or by email at contactus@kingsdaleadvisors.com.
By Order of the Board of Directors
Robert A. Kirkpatrick, Q.C. Corporate Secretary
March 29, 2021 |
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Voting Instructions
TO BE COUNTED PROXIES MUST BE RECEIVED NO LATER THAN 5:30 P.M. (EASTERN TIME) ON THURSDAY, MAY 13, 2021.
In order to ensure that your proxy is received in time for Nutrien’s annual meeting of shareholders to be held on Monday, May 17, 2021, we recommend that you vote in the following ways:
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BENEFICIAL SHAREHOLDERS
If your shares are held with a broker, bank or other intermediary. |
Go to www.proxyvote.com and enter your 16-digit control number located on your voting instruction form. | Canadian: Call 1-800-474-7493
U.S.: Call 1-800-454-8683 and provide your 16-digit control number located on your voting instruction form. If you vote by telephone, you cannot appoint anyone other than the appointees named on your voting instruction form as your proxyholder.
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Canadian: Fax your voting instruction form to 1-905-507-7793 or toll-free to 1-866-623-5305 in order to ensure that your vote is received before the deadline.
U.S.: N/A |
Complete, sign and date your voting instruction form and return it in the envelope provided. | ||||||||||||
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REGISTERED SHAREHOLDERS
If your shares are held in your name and represented by a physical certificate or Direct Registration System advice. |
Go to www.investorvote.com and follow the instructions. You will need your 15-digit control number, which is on your proxy form. | Call 1-888-732-VOTE (8683) from a touch-tone phone and follow the voice instructions. You will need your 15-digit control number, which is on your proxy form. If you vote by telephone, you cannot appoint anyone other than the appointees named on your proxy form as your proxyholder.
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Complete, sign and date your proxy form and send it by fax to Computershare at 1-866-249-7775 | Complete, sign and date your proxy form and return it to Computershare, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 in the envelope provided. | ||||||||||||
Shareholders who wish to appoint a third party as their proxyholder (i.e., persons other than the persons designated by Nutrien on the form of proxy or identified on the voting instruction form (including a non-registered shareholder who wishes to appoint themselves)) to represent them at the meeting MUST submit their form of proxy or voting instruction form, appointing that proxyholder AND register that proxyholder by visiting http://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide Computershare the required proxyholder contact information so that Computershare may provide the proxyholder with a control number via email. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online user name and sign-in credentials and is required for them to vote at the meeting. See “Voting by Proxy” for additional information on registering proxyholders.
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Management Proxy Circular
This circular, dated March 29, 2021, solicits proxies by or on behalf of management of Nutrien Ltd. for use at the annual meeting of shareholders to be held on Monday, May 17, 2021 at 5:30 p.m. (Eastern time), or any adjournment or postponement of the meeting, for the purposes set forth in the accompanying notice of meeting. The meeting will be held in a virtual only format, which will be conducted via live webcast at https://web.lumiagm.com/430315424. Shareholders will not be able to physically attend the meeting. A summary of the information shareholders will need to attend the meeting online is provided below.
In this circular, unless the context requires otherwise:
| • | Agrium means Agrium Inc., one of Nutrien’s legacy entities; |
| • | circular means this management proxy circular, including the schedules to this circular; |
| • | common shares means common shares of Nutrien; |
| • | meeting or 2021 annual meeting means the annual meeting of shareholders of Nutrien to be held on Monday, May 17, 2021, or any adjournment or postponement of the meeting; |
| • | notice of meeting means the notice sent to shareholders of Nutrien showing the date and time of the meeting, and the link to this circular and other meeting materials posted on SEDAR and at www.nutrien.com/investors/notice-and-access; |
| • | Nutrien, the Corporation, we, us or our means Nutrien Ltd.; |
| • | NYSE means the New York Stock Exchange; |
| • | PotashCorp means the Potash Corporation of Saskatchewan Inc., one of Nutrien’s legacy entities; |
| • | shareholders or you means the holders of common shares of Nutrien; and |
| • | TSX means the Toronto Stock Exchange. |
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VOTING INFORMATION
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Section One: Voting Information
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WHERE TO FIND IT |
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You have one vote per common share held on March 29, 2021, the record date.
There were 570,211,172 common shares outstanding on March 29, 2021, the record date.
As of the record date, to the knowledge of Nutrien’s directors and executive officers, there are no shareholders that beneficially own or control, or direct, directly or indirectly, common shares carrying more than 10 percent of the votes attached to the common shares that may be voted at the meeting.
A quorum for the transaction of business at the meeting is two shareholders present including by duly appointed proxy, together holding or representing not less than |
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33 percent of the votes attached to the common shares that may be voted at the meeting. If a quorum is present at the opening of the meeting, shareholders present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. If a quorum is not present at the opening of the meeting or within a reasonable time thereafter as the shareholders may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place, but shareholders may not transact any other business.
As permitted by Canadian securities regulatory authorities and pursuant to exemptions from the sending of financial statements and proxy solicitation requirements granted by the Director of Corporations Canada, we are using notice and access to deliver our meeting materials, including this circular and our 2020 audited consolidated annual financial statements and related management’s discussion and analysis, to both our non-registered (beneficial) shareholders and registered shareholders. This means that our meeting materials are posted online for shareholders to access, instead of being mailed to shareholders. Notice and access reduces printing and mailing costs and is more environmentally friendly as it uses less materials and energy consumption.
You will receive a package in the mail which will include a form of proxy or voting instruction form, with instructions on how to vote your common shares and access the meeting materials electronically.
You may also request a paper copy of the meeting materials at no cost to you at any time prior to the meeting by contacting our transfer agent, Computershare (in the case of registered shareholders), by phone at 1-866-962-0498 (toll-free within Canada and the U.S.) or 514-982-8716 (outside Canada and the U.S.) or Broadridge Investor Communications Solutions (in the case of non-registered (beneficial) shareholders) by going to proxyvote.com or by phone at 1-877-907-7643 (toll-free within Canada and the U.S.) or 303-562-9305 (English) or 303-562-9306 (French) (outside Canada and the U.S.). If you are a registered or non-registered (beneficial) shareholder and have previously provided standing instructions indicating that you wish to receive paper copies of the meeting materials, you may revoke your instructions by calling Computershare at the number above.
If you request a paper copy of the meeting materials, you will not receive a new form of proxy or voting instruction form. Therefore, you should keep the original form sent to you in order to vote your common shares.
See “Other Information – Additional Information” if you would like to access the meeting materials and other information electronically or at any time after the meeting.
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VOTING INFORMATION
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Attending the Virtual Only Meeting
As a result of COVID-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our meeting in a virtual only format, which will be conducted via live webcast. Shareholders will not be able to physically attend the meeting.
Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the meeting online at https://web.lumiagm.com/430315424. Such persons may enter the meeting by clicking “I have a user name” and entering a valid control number (which acts as the user name) and the Password: nutrien2021 (case sensitive) before the start of the meeting. Guests, including non-registered (beneficial) shareholders who have not duly appointed themselves as a proxyholder, can login to the meeting by clicking “I am a guest” and completing the online form. Guests will be able to listen to the meeting, but will not be able to ask questions or vote at the meeting. See “How to Vote” for additional information on voting at the meeting and “Voting by Proxy” for additional information on appointing yourself as a proxyholder and registering with Computershare.
If you attend the meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the meeting. The meeting will begin promptly at 5:30 p.m. (Eastern time) on May 17, 2021, unless otherwise adjourned or postponed. Online check-in will begin one hour prior to the meeting, at 4:30 p.m. (Eastern time). You should allow ample time for online check-in procedures.
How you vote depends on whether you are a non-registered (beneficial) or registered shareholder. You are a non-registered (beneficial) shareholder if the shares you own are registered for you in the name of an intermediary such as a bank, trust company, securities broker or other nominee. You are a registered shareholder if the shares you own are registered directly in your name. You can vote online at the meeting or you can appoint someone to attend the meeting online and vote your shares for you (called voting by proxy). Please read these instructions carefully.
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Non-registered (beneficial) shareholders
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Registered shareholders
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| Are you a registered or beneficial shareholder? |
Your intermediary has sent you a notice and access notice and voting instruction form. We may not have records of your shareholdings as a non-registered (beneficial) shareholder, so you must follow the instructions from your intermediary to vote.
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We have sent you a notice and access notice and proxy form. A proxy is a document that authorizes someone else to attend the meeting online and vote for you. | ||
| If you want to attend the meeting and vote online |
If you wish to vote at the meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder and must follow all of the applicable instructions, including the deadline, provided by your intermediary.
If you do not duly appoint yourself as proxyholder then you will not be able to ask questions or vote at the meeting, but will be able to attend the meeting online as a guest. This is because we and our transfer agent, Computershare, do not have a record of the non-registered shareholders, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder. Guests will be able to listen to the meeting, but will not be able to vote or submit questions at the meeting.
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Do not complete the proxy form or return it to us. Simply login to the meeting and complete a ballot online during the meeting.
The control number located on the proxy form or in the email notification you received is your user name for purposes of logging in to the meeting. See “Attending the Virtual Only Meeting” for additional information on how to login to the meeting. | ||
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VOTING INFORMATION
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Non-registered (beneficial) shareholders
|
Registered shareholders
| |||
| Computershare will provide you with a control number that will act as your online user name and sign-in credentials by email after the proxy voting deadline has passed and you have been duly appointed. You must register with Computershare by visiting https://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide Computershare your contact information so that Computershare may provide you with a control number via email after the proxy voting deadline has passed. This control number is your user name for purposes of logging in to the meeting. See “Attending the Virtual Only Meeting” for additional information on how to login to the meeting and “Voting by Proxy” for additional information on appointing yourself as proxyholder and registering with Computershare.
|
||||
| If you do not plan to attend the meeting online |
Complete the voting instruction form and return it to your intermediary.
You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to attend the meeting online and vote your shares for you.
If you appoint a proxyholder other than the individuals designated by Nutrien on the voting instruction form, you must submit your voting instruction form appointing that proxyholder. You must register that proxyholder by visiting https://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide Computershare the required proxyholder contact information so that Computershare may provide the proxyholder with a control number via email. Computershare will then provide the proxyholder with a control number by email after the proxy voting deadline has passed. This control number is the proxyholder’s user name for purposes of logging in to the meeting. See “Attending the Virtual Only Meeting” for additional information on how to login to the meeting and “Voting by Proxy” for additional information on appointing and registering a proxyholder with Computershare.
|
You can either mark your voting instructions on the proxy form and return it to Computershare using one of the methods outlined below or you can appoint another person (called a proxyholder) to attend the meeting online and vote your shares for you.
If you appoint a proxyholder other than the individuals designated by Nutrien on the proxy form, you must submit your form of proxy appointing that proxyholder and register that proxyholder at www.computershare.com/Nutrien. Computershare will then provide the proxyholder with a control number by email after the proxy voting deadline has passed. This control number is the user name for purposes of logging in to the meeting. See “Attending the Virtual Only Meeting” for additional information on how to login to the meeting and “Voting by Proxy” for additional information on appointing and registering a proxyholder with Computershare. | ||
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VOTING INFORMATION
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Non-registered (beneficial) shareholders
|
Registered shareholders
| |||
| Returning the proxy form |
The voting instruction form tells you how to return it to your intermediary.
Remember that your intermediary must receive your voting instructions in sufficient time to act on them, generally one day before the proxy deadline below.
Computershare must receive your voting instructions from your intermediary no later than the proxy deadline, which is 5:30 p.m. (Eastern time) on Thursday, May 13, 2021. |
The proxy form tells you how to submit your voting instructions.
Computershare must receive your proxy, including any amended proxy, no later than the proxy deadline which is 5:30 p.m. (Eastern time) on Thursday, May 13, 2021.
You may return your proxy in one of the following ways:
• by mail, in the envelope provided;
• by fax, to 1-866-249-7775;
• using the internet, at: www.investorvote.com and follow the instructions online; or
• by telephone, call 1-866-732-VOTE (8683) (in Canada and the U.S.) from a touch-tone phone and follow the voice instructions. If you vote by telephone, you cannot appoint anyone other than the appointees named on your proxy form as your proxyholder.
| ||
| Changing your mind |
If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to attend the meeting and vote online, contact your intermediary to find out what to do. | If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to one of the following:
• our Corporate Secretary, by depositing an instrument in writing at our registered head office at the following address any time up to and including the last day (excluding Saturdays, Sundays and holidays) before the meeting:
Nutrien Ltd. Suite 500, 122- 1st Avenue South Saskatoon, SK Canada S7K 7G3 Attention: Corporate Secretary Email: corporatesecretary@nutrien.com
• the chair of the meeting, before the meeting starts or any adjourned or postponed meeting reconvenes.
The instrument in writing can be from you or your attorney, if he or she has your written authorization. If the common shares are owned by a corporation, partnership, trust or other legal entity the instrument in writing must be from its authorized officer, representative or attorney. You can also revoke your proxy in any other way permitted by law.
If you login to the meeting using your control number and you accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot.
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VOTING INFORMATION
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If you have any questions or need help voting, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by toll-free telephone in North America at 1-866-581-0507 or collect call at 1-416-867-2272 outside North America, or by email at contactus@kingsdaleadvisors.com.
|
Persons Making the Solicitation
This solicitation is made on behalf of management of the Corporation. In addition to soliciting proxies by this circular, directors, officers, employees and agents of the Corporation may solicit proxies personally, by telephone or by other means of communication. All costs of soliciting and preparing the notice and access notice, the notice of meeting, this circular and the proxy, as well as mailing the notice and access notice and the form of proxy or voting instruction forms will be paid by us. All applicable meeting related materials sent to beneficial holders will be indirectly forwarded to non-registered (beneficial) shareholders at the Corporation’s cost.
The persons named in the proxy are directors and/or executive officers of the Corporation. You have the right to appoint another person or company (who need not be a shareholder) to represent you at the meeting (a “third-party proxyholder”). If you appoint a third-party proxyholder, please make them aware that they must attend the meeting online for your vote to count.
The following applies to shareholders who wish to appoint a third-party proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate and vote at the meeting.
Shareholders who wish to appoint a third-party proxyholder to represent them at the meeting MUST submit their form of proxy or voting instruction form (as applicable), appointing that third-party proxyholder AND register that third-party proxyholder online, as described below. Registering your third-party proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online user name and sign-in credentials and is required for them to vote at the meeting.
| ✓ | Step 1: Submit your form of proxy or voting instruction form: To appoint a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction form and follow the instructions for submitting such proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. |
| ✓ | Step 2: Register your proxyholder: To register a third-party proxyholder, shareholders must visit http://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021, or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a control number via email. Without a control number, proxyholders will not be able to vote or submit questions at the meeting but will be able to participate as a guest. |
If you are a non-registered (beneficial) shareholder and wish to vote at the meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.
If you are a non-registered (beneficial) shareholder located in the United States and wish to vote at the meeting or, if permitted, appoint a third-party as your proxyholder, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After
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VOTING INFORMATION
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obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare by email at uslegalproxy@compuershare.com or by mail to: Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. Submissions must be labeled “Legal Proxy” and received no later than the voting deadline of 5:30 p.m. (Eastern time) on May 13, 2021, or, if the meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable. Requests for registration from non-registered shareholders located in the United States that wish to vote at the meeting, or if permitted, appoint a third-party as their proxy holder MUST be made by visiting http://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide Computershare the required proxyholder contact information so that Computershare may provide the proxyholder with a control number via email no later than 5:30 p.m. (Eastern time) on May 13, 2021 so that Computershare may provide the holder of legal proxy a control number that will act as their online user name and sign-in credentials via email. Without a control number the legal proxy holder will only be able to log in to the meeting as a guest and will not be able to vote.
If you want to vote by proxy you must ensure that your proxy is deposited so that it arrives by 5:30 p.m. (Eastern time) on Thursday, May 13, 2021 or, if the meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice, and the chair of the meeting is under no obligation to accept or reject any particular late proxy.
The Corporation may use the Broadridge QuickVote™ service to help non-registered shareholders vote their shares. Non-registered shareholders are contacted by Kingsdale Advisors to conveniently obtain voting instructions directly over the telephone. Broadridge Financial Solutions then tabulates the results of all instructions received and provides the appropriate instructions respecting the voting shares to be represented at the meeting.
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VOTING INFORMATION
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Financial and other information about the Corporation is available under Nutrien’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. Certain information is also available on our website at www.nutrien.com.
In addition, any shareholder who would like to receive a copy of this circular, our 2020 annual report or our 2020 environmental, social and governance report may do so free of charge by contacting our registered head office at the following address:
| Nutrien Ltd. | ||
| Suite 500, 122- 1st Avenue South Saskatoon, SK Canada S7K 7G3 | ||
| Attention: |
Corporate Secretary | |
| Email: |
corporatesecretary@nutrien.com | |
Any documents referred to in this circular, and any information or documents available on SEDAR, EDGAR or any other website including our own, are not incorporated by reference into this circular unless otherwise specified.
All references to $, U.S.$ or other dollar amounts are to U.S. dollars unless otherwise specified. All references to CAD$ are to Canadian dollars.
The information contained in this circular is given as of March 29, 2021, unless otherwise specified.
In this circular, we use certain financial measures (non-IFRS financial measures) that are not prescribed by, and do not have standardized meaning under, International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board. Please see “Non-IFRS Financial Measures Advisory” on page 70 for more information about these measures and why they are used.
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BUSINESS OF THE MEETING
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Section Two: Business of the Meeting
| Matters to be Voted On |
WHERE TO FIND IT |
|
8 |
| ||
|
You will be asked to vote on the following items of business:
1. the election of each director;
2. the re-appointment of the auditor;
3. our approach to executive compensation, on a non-binding advisory basis; and
4. such other business as may properly be brought before the meeting. |
| |||||
| Election of Directors | 8 | |||||
| Financial Statements | 8 | |||||
| Re-Appointment of Auditor | 8 | |||||
| Advisory Vote on Executive Compensation
|
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9 |
| |||
|
|
||||
| There are 12 directors standing for election to the board for a one-year term ending at the next annual meeting. Shareholders can vote for, or withhold their vote from, each individual nominee. If a nominee does not receive a majority of votes for, our Director Majority Voting Policy applies.
If there are more nominees for election as directors of the Corporation than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed, subject to our Director Majority Voting Policy. |
|
See “Section Three: Board of Directors and Corporate Governance” for information about our nominees and the Director Majority Voting Policy.
| ||
The board unanimously recommends that shareholders vote FOR the election of each director nominee listed in this circular. Unless instructed otherwise, the persons named in the proxy will vote FOR the election of all of such directors.
Our 2020 audited consolidated financial statements and the auditor’s report on those financial statements will be placed before the meeting.
For the second year, we are using notice and access, which means that the 2020 audited consolidated financial statements and the auditor’s report thereto are being posted online for shareholders to access. Instead of receiving a paper copy of the 2020 audited consolidated financial statements in the mail, you will receive a notice with instructions indicating how you can access those documents electronically, as well as how to request a paper copy. The 2020 audited consolidated financial statements and the auditor’s report on those financial statements are available on our website at www.nutrien.com/investors/notice-and-access and under our profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. Shareholders may request to receive paper copies at no charge by following the instructions on the notice and access notice.
|
KPMG LLP has acted as Nutrien’s sole external auditor since the Corporation’s 2018 annual meeting of shareholders, prior to which time KPMG LLP and Deloitte LLP were dual auditors of the Corporation.
The board unanimously recommends that shareholders vote FOR the re-appointment of KPMG LLP, Chartered Accountants, as our external auditor, to hold office until our next annual meeting. Unless instructed otherwise, the persons named in the proxy will vote FOR the re-appointment of KPMG LLP. |
The re-appointment of KPMG LLP as our external auditor was approved by over 99 percent of votes cast at the Corporation’s 2020 annual meeting of shareholders.
| |||
| Our Pre-Approval for Audit and Non-Audit Services Policy specifies the scope of permitted non-audit services provided by our external auditor so that their independence is not compromised by other services.
| ||||
All audit and permitted non-audit services provided by our external auditor are pre-approved by the Audit Committee and reviewed on a quarterly basis to determine whether these services affect our external auditor’s independence. All services performed by our auditor in 2020 complied with the Pre-Approval Policy for Audit and Non-Audit Services, and professional standards and securities regulations governing auditor independence.
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BUSINESS OF THE MEETING
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The following table sets out the following fees for professional services billed by KPMG LLP.
| Year |
2020 |
2019 (Restated)(1) |
||||||
| Category | ||||||||
| Audit Fees(2) |
$ | 6,477,700 | $ | 5,465,600 | ||||
| Audit-Related Fees(3) |
$ | 133,600 | $ | 114,700 | ||||
| Tax Fees(4) |
$ | 132,700 | $ | 368,800 | ||||
| All Other Fees(5) |
$ | 239,200 | $ | 344,300 | ||||
| Total |
$ | 6,983,200 | $ | 6,293,400 | ||||
Notes:
| (1) | 2019 fee disclosure – the comparative amounts have been restated to reflect fees billed in 2019 fiscal year. |
| (2) | For professional services rendered by KPMG LLP for the integrated audit of the Corporation’s annual financial statements, interim review of the Corporation’s interim financial statements, and audits of statutory financial statements of international subsidiaries. |
| (3) | For professional services rendered by KPMG LLP for specified audit procedures regarding financial assurances issued to certain government agencies, and services which are reasonably related to the performance of the audit of the Corporation’s financial statements and are not included in Audit Fees. |
| (4) | For professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning; review of tax filings; assistance with the preparation of tax filings; tax advice relating to asset dispositions; and other tax planning, compliance, and transaction services. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation services rendered in 2020 and 2019 in the amount of $122,300 and $317,100, respectively. |
| (5) | For professional services rendered by KPMG LLP for a cybersecurity maturity assessment, real-time assessment of a system implementation, and assurance advisory services over greenhouse gas emission and sustainability reporting. |
|
Accordingly, the board has determined to provide shareholders with the opportunity to vote FOR or AGAINST our approach to executive compensation through the following resolution: | ||
“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept Nutrien’s approach to executive compensation as described in the Corporation’s management proxy circular for the annual meeting of shareholders of the Corporation scheduled to be held on May 17, 2021.”
As this is an advisory vote, the results will not be binding upon the board. However, the board will consider the outcome of the vote as part of its ongoing review of executive compensation and, if there is a significant proportion of votes against the “Say on Pay” resolution, the board will take steps to better understand any shareholder concerns that might have influenced the voting. We have carefully reviewed our compensation benchmarking practices and relevant disclosures to identify and execute our approach to executive compensation.
The board unanimously recommends that the shareholders vote FOR the approach to executive compensation described in this circular. Unless instructed otherwise, the persons named in the proxy will vote FOR the approach to executive compensation described in this circular.
See “Section Five: General Information – Shareholder Engagement and Contacting the Board” for more information about our Say on Pay and Shareholder Engagement Policy.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Section Three: Board of Directors and Corporate Governance
| Section Index |
| |||
| 11 | ||||
| 11 | ||||
| 11 | ||||
| 12 | ||||
| 18 | ||||
| 18 | ||||
| 19 | ||||
| 19 | ||||
| 19 | ||||
| 19 | ||||
| 20 | ||||
| 20 | ||||
| 20 | ||||
| 21 | ||||
| 22 | ||||
| 23 | ||||
| 23 | ||||
| 24 | ||||
| 24 | ||||
| 25 | ||||
| Board, Committee and Individual Director Performance Evaluations |
25 | |||
| 26 | ||||
| 29 | ||||
| 29 | ||||
| 30 | ||||
| 31 | ||||
| 32 | ||||
| 33 | ||||
| 33 | ||||
| 34 | ||||
| 34 | ||||
| 34 | ||||
| 35 | ||||
| 35 | ||||
| 36 | ||||
| 36 | ||||
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
Key Information About Our Board
This year, 12 candidates have been nominated for election to the board for a one-year term that expires at the next annual meeting. All our nominees were elected at the Corporation’s 2020 annual meeting, except Nelson Luiz Costa Silva who was appointed on August 10, 2020 and Raj Kushwaha who will be nominated for election for the first time at the meeting. We believe that each nominee will be able to serve as a director, and has the right skills, perspectives, experience and expertise necessary for proper oversight and effective decision-making.
|
|
For more information about board tenure, succession planning and our Board Diversity Policy, see page 19, 20 and 21.
92% of our nominees are independent. | |||
Board and Committee Attendance
| Number of Meetings Held During 2020 |
Average Director Attendance | |||
| Board |
9 | 99% | ||
| Corporate Governance & Nominating Committee (CG&N Committee) |
5 | 100% | ||
| Audit Committee |
5 | 100% | ||
| Human Resources & Compensation Committee (HR&C Committee) |
6 | 100% | ||
| Safety & Sustainability Committee (S&S Committee)
|
4 | 100% |
Under our Corporate Governance Framework, as well as our board charter and each of our committee charters, independent directors meet separately at each board and committee meeting without any members of management present. The presiding director at these sessions of the board and committees is the board chair or committee chair, as applicable, or, in his or her absence, a director selected by those board or committee members present, as applicable.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Age: 59
Calgary, Alberta, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Finance / Audit & Risk • Mergers & Acquisitions • Strategy |
Christopher M. Burley
Christopher Burley is a Corporate Director and the former Managing Director and Vice Chairman of Energy for Merrill Lynch Canada Inc., an investment banking firm. He serves as the Chairman of WestJet Airlines, an Onex Corporation portfolio company and also serves on the ICD Climate Strategy Advisory Board. Mr. Burley is a graduate of the Institute of Corporate Directors’ Directors Education Program. He holds a Bachelor of Science with a Certificate of Honours Standing (Geophysics) and a Master of Business Administration from Western University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee |
5 of 5 | |||||||
| CG&N Committee |
5 of 5 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.86% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 32,000 | |||||||
| DSUs | 19,030 | |||||||
| Total Value of Securities Held(2) | $2,457,605 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| WestJet Airlines Ltd., an airline company (TSX) |
|
2015 to present (Chair, 2019 – present) |
| |||||
| Potash Corporation of Saskatchewan Inc. (TSX, NYSE) | 2009 to 2018 | |||||||
| Parallel Energy Inc., a natural resource company (TSX)(4) | 2011 to 2016 | |||||||
|
Age: 62
New York, New York, United States
Director since: 2018(1)
Independent
Key Skills and Experience • Finance / Audit & Risk • Mergers & Acquisitions • International Business |
Maura J. Clark
Maura Clark is a Corporate Director and the former President of Direct Energy Business, the commercial and industry energy business unit of Direct Energy L.P., a North American energy and energy-related services provider. Previously she was Executive Vice President of North American Strategy and Mergers and Acquisitions for Direct Energy. She is a director of Fortis Inc., Garrett Motion Inc., Newmont Corporation, and is a board member of Sanctuary for Families. Ms. Clark is a designated Chartered Professional Accountant and holds a Bachelor of Arts (Economics) from Queen’s University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee (Chair) |
5 of 5 | |||||||
| HR&C Committee |
6 of 6 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.81% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 5,230 | |||||||
| DSUs | 16,111 | |||||||
| Total Value of Securities Held(2) | $1,027,783 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Newmont Corporation, a gold mining company (TSX, NYSE) | 2020 to present | |||||||
| Garrett Motion Inc., an automotive parts company (NYSE)(5) | 2018 to present | |||||||
| Fortis Inc., an electric and gas utility company (TSX) | 2015 to present | |||||||
| Agrium Inc. (TSX, NYSE) | 2016 to 2018 | |||||||
| Elizabeth Arden Inc., a fragrance and beauty company (NASDAQ) | 2005 to 2016 | |||||||
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
|
|
Age: 58
Calgary, Alberta, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Mining & Exploration; Energy • Distribution • Public Policy & External Relations |
Russell K. Girling
Russ Girling is the former President and Chief Executive Officer of TransCanada Pipelines Limited and TC Energy Corporation, a North American energy infrastructure company. He is a member of the U.S. National Petroleum Council, the U.S. Business Roundtable and serves as a director of the American Petroleum Institute, the Business Council of Canada, and the Business Council of Alberta. Mr. Girling is a graduate of the Institute of Corporate Directors’ Directors Education Program and holds a Bachelor of Commerce and a Master of Business Administration (Finance) from the University of Calgary. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee (January 1, 2020 to June 25, 2020) |
5 of 5 | |||||||
| HR&C Committee |
6 of 6 | |||||||
| S&S Committee |
4 of 4 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 99.59% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
||||||||
| Common Shares | 13,780 | |||||||
| DSUs | 113,649 | |||||||
| Total Value of Securities Held(2) | $6,136,960 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| TC Energy Corporation, a diversified energy and pipeline company (TSX, NYSE) | 2010 to 2020 | |||||||
| Agrium Inc. (TSX, NYSE) | 2006 to 2018 | |||||||
|
Age: 54
Toronto, Ontario, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Finance / Audit & Risk • Mergers & Acquisitions • Sustainability |
Miranda C. Hubbs
Miranda Hubbs is a Corporate Director and the former Executive Vice President and Managing Director of McLean Budden Ltd., one of Canada’s largest institutional asset managers. She serves as a director of Imperial Oil Limited, PSP Investments and the Canadian Red Cross. She is a member of the ICD Climate Strategy Advisory Board and the Global Risk Institute Sustainable Finance Advisory Committee. Ms. Hubbs is a CFA charter holder, a SASB FSA credential holder, an NACD Governance Fellow and has earned the CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. She holds a Bachelor of Science (Biology) from Western University and a Master of Business Administration from the Schulich School of Business at York University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| CG&N Committee |
5 of 5 | |||||||
| S&S Committee |
4 of 4 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 99.64% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
||||||||
| Common Shares | 5,000 | |||||||
| DSUs | 23,345 | |||||||
| Total Value of Securities Held(2) | $1,365,074 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Imperial Oil Limited, a petroleum company (TSX, NYSE) |
2018 to present | |||||||
| Spectra Energy, a natural gas company (NYSE) |
2015 to 2017 | |||||||
| Agrium Inc. (TSX, NYSE) |
2016 to 2018 | |||||||
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|
Age: 53
New York, New York, United States
Director since: Not applicable(7)
Independent
Key Skills and Experience • Mergers & Acquisitions • Innovation / Technology & Security (including Cyber-Security Oversight) • Human Resources |
Raj S. Kushwaha
Raj Kushwaha is the Managing Director and Chief Digital Officer of Warburg Pincus LLC, a private equity firm specializing in consumer, energy, financial services, healthcare, industrial and business services, real estate and technology. He serves as a director of Cyren Ltd., Arise Virtual Solutions and Encora Inc. Mr. Kushwaha has numerous patents in the field of disruptive services technologies. Mr. Kushwaha holds an M.S. in Management of Technology from MIT, an M.B.A. from the University of Wisconsin at Madison and ISU; a B.S. in Electrical Engineering from India and completed the Advanced Management Program (AMP) from Harvard University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Not applicable(7) | Not applicable(7) | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | Not applicable(7) | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
||||||||
| Common Shares | Nil | |||||||
| DSUs | Nil | |||||||
| Total Value of Securities Held(2) | Nil | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | Not applicable | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Cyren Ltd., an information security technology company (NASDAQ) | 2018 to present | |||||||
|
Age: 65
Vancouver, British Columbia, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Finance / Audit & Risk • Human Resources • Innovation/Technology & Security (including Cyber- Security Oversight) |
Alice D. Laberge
Alice Laberge is a Corporate Director and the former President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions. Previously she was Senior Vice President and Chief Financial Officer of MacMillan Bloedel Ltd. She serves as a director of the Canadian Public Accountability Board, Russel Metals Inc., Mercer International Inc., and the British Columbia Cancer Foundation and has served as a director of the Royal Bank of Canada. Ms. Laberge is a Fellow of the Institute of Corporate Directors, and holds a Bachelor of Science (Speech Pathology & Audiology) from the University of Alberta and a Master of Business Administration from the University of British Columbia. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee |
5 of 5 | |||||||
| CG&N Committee |
5 of 5 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.77% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 6,800 | |||||||
| DSUs | 47,152 | |||||||
| Total Value of Securities Held(2) | $2,598,321 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Mercer International Inc., an operator of pulp mills and producer of bioelectricity (NASDAQ) | 2021 to present | |||||||
| Russel Metals Inc., a metal distribution company (TSX) | 2007 to present | |||||||
| Royal Bank of Canada, a financial services provider (TSX, NYSE) | 2005 to beginning of 2021 | |||||||
| Potash Corporation of Saskatchewan Inc. (TSX, NYSE) | 2003 to 2018 | |||||||
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|
|
Age: 60
Destin, Florida, United States
Director since: 2018(1)
Independent
Key Skills and Experience • Agri-Business • International Business • Retail Business |
Consuelo E. Madere
Consuelo Madere is the President and Founder of Proven Leader Advisory, LLC, a management consulting and executive coaching firm. Previously she was Vice President, Global Vegetables and Asia Commercial of Monsanto Company, a global provider of agricultural products. Ms. Madere serves as a director of Lindsay Corporation, and S&W Seed Company. She is a member of the Dean’s Advisory Council at the Louisiana State University Ogden Honors College. Ms. Madere is a National Association of Corporate Directors Board Leadership Fellow, and holds a CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. She holds a Bachelor of Science (Chemical Engineering) from Louisiana State University and a Master of Business Administration from the University of Iowa. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| CG&N Committee (Chair) |
5 of 5 | |||||||
| S&S Committee |
4 of 4 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 99.58% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 6.600 | |||||||
| DSUs | 10,961 | |||||||
| Total Value of Securities Held(2) | $845,741 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Lindsay Corporation, an agriculture irrigation and transportation infrastructure company (NYSE) | 2018 to present | |||||||
| S&W Seed Company, an agriculture seed company (NASDAQ) | 2018 to present | |||||||
| Potash Corporation of Saskatchewan Inc. (TSX, NYSE) | 2014 to 2018 | |||||||
|
Age: 51
Heritage Pointe, Alberta, Canada
Director since: 2018(1)
Non-Independent
Key Skills and Experience • Mergers & Acquisitions • Strategy • Operations (including Safety) |
Chuck Magro
Chuck Magro is the President & Chief Executive Officer of Nutrien. Previously he was the President & Chief Executive Officer of Agrium, one of the legacy companies of Nutrien. He serves as a director of Canpotex Limited (a potash export company 50% owned by Nutrien), the Canada Pension Plan Investment Board and serves as Chair of The Fertilizer Institute. He is a board member of the International Fertilizer Association, The Fertilizer Institute, the Business Council of Alberta, and the Business Council of Canada. Mr. Magro holds a Bachelor of Science (Chemical Engineering) from the University of Waterloo and a Master of Business Administration from the University of Windsor. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.88% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
||||||||
| For details regarding Mr. Magro’s equity ownership, see page 55. | ||||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Agrium Inc. (TSX, NYSE) |
2013 to 2018 | |||||||
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|
Age: 58
Eagle Ridge, Saskatchewan, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Finance / Audit & Risk • Public Policy & External Relations • Human Resources |
Keith G. Martell
Keith Martell is the President and Chief Executive Officer of First Nations Bank of Canada, a Canadian chartered bank providing financial services with a focus on the Indigenous marketplace. He serves as a director of River Cree Enterprises Ltd., as a trustee of the National Indian Brotherhood Trust and a governor of the University of Saskatchewan. He previously served as a director of the Canadian Chamber of Commerce, Public Sector Pension Investment Board of Canada and The North West Company Inc. Mr. Martell is a designated Chartered Professional Accountant and holds a Bachelor of Commerce and an Honorary Doctorate of Laws from the University of Saskatchewan. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee |
5 of 5 | |||||||
| HR&C Committee (Chair) |
6 of 6 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.20% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 3,800 | |||||||
| DSUs | 27,119 | |||||||
| Total Value of Securities Held(2) | $1,489,074 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Potash Corporation of Saskatchewan Inc. (TSX, NYSE) |
2007 to 2018 | |||||||
|
Age: 55
Toronto, Ontario, Canada
Director since: 2018(1)
Independent
Key Skills and Experience • Mining & Exploration; Energy • Finance / Audit & Risk • International Business |
Aaron W. Regent
Aaron Regent is the Founder, Chairman and Chief Executive Officer of Magris Resources Inc., a leading North American based industrial minerals company. Previously he was President and Chief Executive Officer of Barrick Gold Corporation, Senior Managing Partner of Brookfield Asset Management, Co-Chief Executive Officer of the Brookfield Infrastructure Group and President and Chief Executive Officer of Falconbridge Limited. Mr. Regent is the Board Chair of The Bank of Nova Scotia and serves on the Board of Plan International Canada, and the C.D. Howe Institute. He is the Governor of the Trails Youth Initiatives and the Co-Founder and Co-Chair of Mining4Life. Mr. Regent is a designated fellow of the Chartered Professional Accountants (Ontario) and holds a Bachelor of Arts (History) from Western University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors |
9 of 9 | |||||||
| Audit Committee |
5 of 5 | |||||||
| HR&C Committee |
6 of 6 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee |
| ||||||
| 2020 | 88.81% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 23,420 | |||||||
| DSUs | 31,010 | |||||||
| Total Value of Securities Held(2) | $2,621,362 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| The Bank of Nova Scotia, a financial services provider (TSX, NYSE) | 2013 to present | |||||||
| Potash Corporation of Saskatchewan Inc. (TSX, NYSE) | 2015 to 2018 | |||||||
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|
|
Age: 63
Las Vegas, Nevada, United States
Director Since: 2018(1)
Independent
Key Skills and Experience • Agri-Business • Retail Business • Distribution |
Mayo M. Schmidt
Mayo Schmidt is Chair of Nutrien. He is also a Corporate Director and former director, President and Chief Executive Officer of Hydro One Limited, an electricity transmission and distribution company. Previously he served as director, President and Chief Executive Officer of Viterra Inc., a global agri-business company. He serves as a member of Washburn University’s Board of Trustees and the Lincoln Society, the Harvard Kennedy School’s Private and Public, Scientific, Academic and Consumer Food Policy Group and as a mentor for the Catalyst Women on Board mentorship initiative. Mr. Schmidt holds a Bachelor of Business Administration and an Honorary Doctorate of Commerce from Washburn University. |
| ||||||
|
Board & Committee Membership |
2020 Meeting Attendance | |||||||
| Board of Directors (Chair) |
9 of 9 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | 98.99% | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | 8,548 | |||||||
| DSUs | 45,897 | |||||||
| Total Value of Securities Held(2) | $2,622,090 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Hydro One Limited, an electricity transmission and distribution company (TSX) | 2015 to 2018 | |||||||
| Agrium Inc. (TSX, NYSE) | 2013 to 2018 | |||||||
|
Age: 65
Rio de Janeiro, Brazil
Director Since: 2020
Independent
Key Skills and Experience • International Business • Mining & Exploration; Energy • Distribution |
Nelson Luiz Costa Silva Nelson Silva is a non-executive director of Compass Group PLC, Altera Infrastructure L.P. and has served as an executive director of Petróleo Brasileiro S.A. He is also an advisor to Appian Capital Advisory LLP and HSB Soloman Associates LLC. Mr. Silva was the former Chief Executive Officer of BG Group in South America, former President of the Aluminium business unit at BHP Billiton, former Sales and Marketing Director at Value, former Managing Director of Embraer Europe, former Chief Executive Officer of All Logistica, and former non-executive director of Cosan Limited. |
| ||||||
|
Board & Committee Membership(6) |
2020 Meeting Attendance | |||||||
| Board of Directors (from August 10, 2020) |
2 of 2 | |||||||
| HR&C Committee (from August 10, 2020) |
3 of 3 | |||||||
| S&S Committee (from August 10, 2020) |
2 of 2 | |||||||
|
2020 Annual Meeting Results |
Percentage of Votes Cast For Nominee | |||||||
| 2020 | Not applicable(6) | |||||||
|
Equity Ownership Interest as of December 31, 2020 |
| |||||||
| Common Shares | Nil | |||||||
| DSUs | 1,053 | |||||||
| Total Value of Securities Held(2) | $50,707 | |||||||
| Director Equity Ownership Requirement ($720,000)(3) | ✓ | |||||||
|
Other Public Issuer Directorships During the Last Five Years |
| |||||||
| Compass Group PLC, a multinational contract foodservice company (LON) | 2015 to present | |||||||
| Cosan Limited, a fully integrated renewable energy and infrastructure company (NYSE) | |
2019 to beginning of 2021 |
| |||||
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Notes:
| (1) | Other than Mr Silva and Mr. Kushwaha, all of our director nominees previously served as a director of one of Nutrien’s legacy entities commencing in the following years: Mr. Burley (2009); Ms. Clark (2016); Mr. Girling (2006); Ms. Hubbs (2016); Ms. Laberge (2003); Ms. Madere (2014); Mr. Magro (2013); Mr. Martell (2007); Mr. Regent (2015); and Mr. Schmidt (2013). |
| (2) | Based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16. |
| (3) | See page 34 for more information on our director equity ownership requirements. Directors have five years to comply with equity ownership requirements. Nutrien considers the requirement met if the target is achieved on a prorated basis. Amounts reported include DSUs credited as dividend equivalents. |
| (4) | Mr. Burley was a director of Parallel Energy Inc., (Parallel Energy) administrator of Parallel Energy Trust (Parallel Energy). On or about November 9, 2015, Parallel Energy and its affiliates filed applications for protection under the Companies’ Creditors Arrangement Act (Canada) and voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code. Mr. Burley resigned from the board of directors of Parallel Energy Inc. on March 1, 2016. The Canadian entities of Parallel Energy each filed an assignment in bankruptcy under the Bankruptcy and Insolvency Act on March 3, 2016. In 2015, securities regulators for the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec, Saskatchewan and New Brunswick issued cease trade orders in relation to the securities of Parallel Energy for the failure by Parallel Energy to timely file financial statements as well as related continuous disclosure documents. Such cease trade orders continue to be in effect. The TSX delisted the trust units and debentures of Parallel Energy at the close of business on December 11, 2015. |
| (5) | Ms. Clark has served as a director of Garrett Motion Inc. (Garrett Motion) since October 2018. In September 2020, Garrett Motion and certain affiliated companies filed voluntary petitions under Chapter 11 of Title 11 of the United States Bankruptcy Code. As of the date of this circular, proceedings related to Garrett Motion’s petition are still ongoing and the sale of certain assets of Garett Motion’s remains subject to court approval as well as other customary conditions. |
| (6) | Mr. Silva was appointed to the board on August 10, 2020. |
| (7) | Mr. Kushwaha will be nominated for election for the first time at the meeting. |
We are committed to setting the “tone from the top” to create a culture of integrity throughout the organization by engraining good corporate governance systems and principles in our business operations and culture. We believe that this plays an important role in our long-term success. See Nutrien’s website at www.nutrien.com for more information about our governance policies, including our Corporate Governance Framework, Code of Ethics and board chair position description.
Some highlights of our corporate governance practices are as follows:
| Corporate Governance ✓ 11 of 12 director nominees are independent ✓ Oversees execution of corporate strategy and risk oversight, including dedicated strategy focused meetings ✓ Board Diversity Policy • Gender diversity target of 30%, currently 36% • Aboriginal and Visible Minority Board members: 18% ✓ All committees are independent ✓ Board, committee and director evaluations annually ✓ Board orientation and education program ✓ Code of Ethics ✓ Supplier Code of Conduct ✓ In camera sessions at every board and committee meeting ✓ Audit Committee whistleblower procedures ✓ Written CEO, board chair and committee chair position descriptions ✓ No board interlocks
|
Shareholder Rights ✓ Annual election of directors ✓ Individual director elections ✓ Director Majority Voting Policy ✓ Written Say on Pay and Shareholder Engagement Policy ✓ Active shareholder engagement ✓ Annual advisory “Say on Pay” vote ✓ Advance Notice By-Law
|
Compensation Governance ✓ Independent advice ✓ Recoupment Policy ✓ Prohibition on hedging ✓ Director equity ownership requirement of 3x the board annual retainer ✓ Double-trigger change in control provisions ✓ Executive equity ownership requirements: • 5x base salary (President & CEO) • 2-3x base salary (Executive Vice Presidents) | ||
Each director’s independence is assessed annually against the independence standards set out in the NYSE Listing Standards, Canadian securities laws relating to governance practices and audit committees and our Corporate Governance Framework. For these purposes, “independent” means the director does not have a direct or indirect relationship with the Corporation which could, in the view of the board, be reasonably expected to interfere with the exercise of the director’s independent judgment, and is not otherwise deemed under applicable U.S. or Canadian securities laws or stock exchange rules not to be independent. Board committee members must also satisfy any additional requirements prescribed under applicable U.S. or Canadian laws and stock exchange rules.
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The board has determined that all of the proposed nominees, with the exception of Chuck Magro, are “independent” for purposes of the board independence standards described above. Mr. Magro is not independent because he is our President & CEO.
Director Majority Voting Policy
A nominee who does not receive the support of at least a majority of the votes cast at the meeting in his or her favour must immediately tender his or her resignation to the board chair, to be effective upon acceptance by the board. The CG&N Committee will expeditiously consider the nominee’s offer to resign and then make a recommendation to the board whether or not to accept it. Notwithstanding the foregoing, the board will accept the resignation absent exceptional circumstances. The board will make its decision within 90 days following the meeting and will announce its decision in a press release, including the reasons for rejecting the resignation, if applicable. The Director Majority Voting Policy does not apply to contested director elections, which occur at a meeting at which the number of directors nominated for election is greater than the number of seats available on the board.
Under the board’s Corporate Governance Framework, a director’s retirement age is generally 72 years, however, the board may request a director extend his or her term of service beyond such retirement age.
We do not limit the time that a director can serve on the board. While director term limits can assist with board refreshment, there may be circumstances where the board does not want to lose the deeper knowledge of the business and the experience of a longer-serving director.
Board performance evaluations, the board’s retirement policy and our director succession planning program, which includes updated assessments of our board competencies and skills matrix are all mechanisms used by the board to achieve board refreshment.
Board Interlocks and Overboarding
Under the terms of the Corporate Governance Framework, a board interlock arises when two of the Corporation’s directors also serve together on the board of another public company. As of the date of this circular, there are no board interlocks among board members.
The Corporate Governance Framework also describes Nutrien’s overboarding policy. Directors are expected to notify the board and CG&N committee chairs before accepting an invitation to serve on another public company board, to allow the chairs to reasonably assess whether the additional responsibilities will compromise the director’s availability and capacity to fulfill his or her commitment to the board, and whether any real or apparent conflict of interest will result. Executive officers must obtain the approval of Nutrien’s CEO before accepting an invitation to serve on a public company board. The Corporate Governance Framework limits the number of public company boards on which our directors and executive officers should serve.
The CG&N Committee has primary responsibility for board succession planning and for developing a list of nominees for election as directors at each annual meeting. The CG&N Committee Chair regularly reports to the board on the board succession planning process.
The CG&N Committee reviews and updates, as appropriate, the board competencies and skills matrix annually, with a view in particular to take into account the Corporation’s strategic plan and the needs of the board. The committee then reviews overall board composition to assess whether the board has the right mix of skills, perspectives, experience and expertise necessary for proper oversight and effective decision making, benchmarked against the skills matrix and the board’s diversity objectives.
The CG&N committee also considers expected turnover and board refreshment. Working with the board chair, the committee considers the expected term of office of each director and how close they are to retirement age in order to plan for potential departures.
The CG&N committee also reviews the annual board assessment results to determine whether changes are needed and reviews each candidates’ independence in light of legal and regulatory requirements.
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The board chair, CEO, certain committee chairs and other directors interview any suitable candidates, and the Corporation conducts background and conflict checks.
The board regularly evaluates committee membership, but has not instituted a strict rotation schedule as there may be reasons to keep a certain director on a committee for a longer period. Any changes are made by the board taking into account the recommendations of the board chair and the CG&N Committee.
The HR&C Committee has primary responsibility for overseeing management’s planning process for executive development and succession. The HR&C Committee Chair regularly reports to the board on executive succession planning.
At least annually, the HR&C Committee reviews succession planning, the management structure and executive development. It also reviews succession planning and leadership development below the senior executive level, which grows the pipeline of high performing executives to facilitate senior leadership renewal and orderly senior leadership transitions. The Corporation also uses succession planning as a tool to progress our Workforce Strategy including our Employee Equity, Diversity and Inclusion Strategy.
The Chief Executive Officer and the Chief Human Resources and Administrative Officer presents a succession plan report to the HR&C Committee, covering the organization’s most critical positions and our internal bench strength against each.
On a monthly basis, the Executive Leadership Team reviews the Corporation’s talent pool and pipeline for critical roles, and monitors development of candidates, to diversify exposure, experience, leadership training and business and functional skills.
In addition, the CEO identifies internal high potential successors for senior management positions throughout the Corporation to the HR&C Committee and the Corporation’s human resources leadership.
The HR&C Committee Chair actively participates in ongoing discussions with the Corporation’s human resources leadership relating to succession planning over the year. High potential internal candidates identified in the succession plans are encouraged to have direct interactions with the board so that it can get to know the candidates and appreciate their skills and expertise. Mechanisms used include presentations by these individuals at regular meetings, annual training sessions and social events.
As part of the executive succession planning process, the HR&C Committee, supported by the Chief Executive Officer and the Chief Human Resources and Administrative Officer, is responsible for reviewing CEO succession planning, with oversight from the board. The HR&C Committee meets in camera to discuss CEO succession no less than twice per year and regularly reports to the board. The development of several internal candidates is underway. In addition, a CEO succession plan in the event of the unexpected departure of the CEO is in place and is reviewed and updated annually.
We believe that having a mix of directors on the board who are from varied backgrounds and who bring a diverse range of perspectives and insights fosters enhanced decision-making, promotes better corporate governance and builds board capacity.
| Our belief is reflected in our Board Diversity Policy, which recognizes that only highly qualified candidates with the right personal qualities (such as leadership skills, integrity, time and commitment), core business skills and industry experience will be considered as board members. While the qualifications of each individual director are paramount, diversity criteria relating to the director’s age, tenure, geographic location, education, gender and ethnicity must also be given due consideration. Our diversity criteria formally acknowledges the designated groups specifically identified under the Canada Business Corporations Act, including women, Aboriginal peoples, persons with disabilities and members of visible minorities, and confirms our commitment to diversity and inclusion and the diversity criteria that are always considered. | ||||||
|
|
Designated Groups are defined as women, Aboriginal peoples, persons with disabilities and members of visible minorities.
|
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| The Board Diversity Policy is reinforced by our board competencies and skills matrix, which is reviewed and updated annually by the CG&N Committee as appropriate, and the board succession planning and director recruitment process, which is the responsibility of the CG&N Committee. In seeking suitable candidates, the CG&N Committee recruitment practices will: |
See “Board Tenure” above for more information about our board refreshment practices.
|
| • | consider the benefits of diversity; |
| • | within the overall emphasis on merit, seek to fill Board vacancies by considering candidates that bring a diversity of background and industry or related expertise and experience; |
| • | have regard to factors such as skills, experience, education, gender, age, ethnicity, Aboriginal status, visible minority status and geographic location; and |
| • | include potential engagement of independent search firms to assist in identifying directors to recommend for election or appointment to the board, in order to broaden its reach for qualified and diverse director candidates who are unknown to the incumbent directors. |
The director recruitment processes undertaken by the CG&N Committee in 2020 and into 2021, which culminated in the appointment of Nelson Silva and nomination of Raj Kushwaha included a notable focus on identification, and consideration, of candidates that bring further diversity of background to the board.
|
Our Board Diversity Policy is available on our website at www.nutrien.com.
|
Of our current directors, four identify as a women (36 percent of the total number of directors), one identifies as an Aboriginal person (nine percent of the total number of directors) and one identifies as a member of a visible minority (nine percent of the total number of directors). None of our current directors identify as a person with a disability. | |||||||
Although we do not believe that mandatory quotas are the right approach, our Board Diversity Policy has always included a measurable diversity target that women comprise not less than 30 percent of the Corporation’s directors. This aligns with the objectives of the 30% Club Canada, an organization of which we are a member, which is working towards having women represent 30 percent of board members in Canada by 2022. We are pleased that we have exceeded the 30 percent target for women on the board since we were formed. 36 percent of our current directors are women, and 33 percent of our nominees (36 percent of our independent nominees) are women. Our Board Diversity Policy provides that if the percentage of women directors ever falls below 30 percent, the CG&N Committee will work to re-achieve this target.
At the present time, the board has not set any other targets relating to board diversity. The complexity of our business requires us to maintain flexibility to effectively address board refreshment, succession planning and diversity in its broadest sense in order to continue to attract and retain highly qualified individuals to serve as directors. The CG&N Committee may recommend changes or additional objectives in the Board Diversity Policy to the board for its approval.
The CG&N Committee is responsible for assisting the board by monitoring the implementation of the Board Diversity Policy. See “Section Three: Board of Directors and Corporate Governance – Committees of the Boards – Report of the CG&N Committee” for more information about board governance over our board diversity program.
We believe that a diverse workplace culture drives enhanced decision-making, increased innovation and positively influences employee attraction and retention, as well as customer satisfaction. Diversity in our business creates long-term value by aligning Nutrien’s business perspectives with an increasingly diverse customer base, building capability to operate in international markets and enabling Nutrien to recruit from a larger pool of talent.
Within Nutrien’s Executive Leadership Team, which is comprised of Nutrien’s executive officers, the level of representation from diverse groups is a criteria that is always given due consideration when identifying candidates for senior leadership roles. We do not mandate specific diversity targets at the level of Nutrien’s executive officers due to the small size of this group and the need to carefully consider a broad range of criteria.
Of our current Executive Leadership Team, one is a woman. None of our Executive Leadership Team self-identifies as an Aboriginal person, a person with a disability or a member of a visible minority.
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We believe the most effective way to realize our goal of increasing the representation of members of diverse groups at the senior leadership and executive levels is to continue to grow the pipeline and create a diverse and inclusive culture.
| We are committed to equity, diversity and inclusion within our workforce, our supply chain and the local communities where we carry on business, including Indigenous communities. This is reinforced in Nutrien’s workplace communications, Code of Ethics and Supplier Code of Conduct, and supported by Nutrien’s policies and procedures, including our Inclusive Workplace Commitment Statement, Respect in the Workplace Policy, Procurement Policies and Procedures and Indigenous Content Playbook. It is further supported by our confidential, externally administered Compliance Hotline that employees, suppliers and customers can access. Notably, equity, diversity and inclusion are core priorities of our sustainability strategy as described in our 2020 Environmental, Social and Governance Report. |
Our Code of Ethics, Supplier Code of Conduct, 2019, Indigenous Content Playbook and 2020 Environmental, Social and Governance Report are available on our website at www.nutrien.com.
|
Nutrien promotes an equitable, diverse and inclusive environment within the organization on many fronts. 2020 saw the establishment of an Inclusion Council for Nutrien sponsored by CEO and President, Chuck Magro. This council is comprised of senior leaders from our functional areas that most influence inclusion as well as those in positions of accountability from within the business. The council will increase leadership’s commitment to the equity, diversity and inclusion function and to equity, diversity and inclusion issues in our workplace. In 2021, we have added to our organizational alignment around equity, diversity and inclusion by establishing a new Center of Excellence (CoE) for Equity, Diversity and Inclusion led by a Vice President reporting directly to the Chief HR and Administrative Officer. This CoE will focus Nutrien’s efforts in building sustainable internal and external strategies for equity, diversity and inclusion and pushing accountability for results into the organization. Some other highlights of our equity, diversity and inclusion strategies include:
| • | Establishing inclusion as one of the four engagement principles upon which Nutrien’s global culture is based. |
| • | Employee and leader actions consistent with inclusion are evaluated as part of the Nutrien performance management system and link directly to both merit and incentive pay for in-scope employees. |
| • | Development of business unit specific plans and strategies appropriate to operational environments and local demographics to advance equity, diversity and inclusion across global operations. |
| • | Continuing to build competency in equity, diversity and inclusion within Nutrien leaders through our senior leadership. |
| • | Purpose Driven Leadership Program (including over 130 leaders) and other related programming at all levels. |
| • | Continuing to invest in diverse talent with programs such as our Indigenous Internship program, scholarships for Indigenous people in STEM (science, technology, engineering and math) post-secondary programs, and our women’s development program focusing on building internal business acumen. In 2021, an emerging talent (rotational) program is in development focusing on women and visible minorities using proven best practices from our Indigenous Internship Program. |
| • | Redesigning our recruitment processes, including establishing an Inclusive Interview Training Kit for leaders, to better attract diverse candidates and established external partnerships to better promote Nutrien opportunities to women and other underrepresented demographics. |
| • | Provide support to our global Employee Resource Groups (ERGs) – Women in Nutrien, Women in Non-Traditional Environments and Roles, LGBTQ employees (PRIDE@Nutrien), military employees (Military Strong) and the Young Professionals Network and our Black employee network. |
| • | Introducing an updated and more socially relevant Respect in the Workplace Policy for the organization and we are developing a campaign in support. |
| • | Deepening our engagement and support to build capacity with Indigenous Opportunity Partners in the potash supply chain while identifying further opportunities to diversify the supply chain in other markets. |
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Through these strategies, we concentrate our corporate efforts and resources on increasing Nutrien’s overall diversity and measuring our progress:
| • | Traditionally underrepresented in the agricultural industry, we continue to strive towards increasing the representation of women at senior levels of Nutrien. We started tracking the number and percentage of women in senior leadership in 2018 when the company formed. Women in senior leadership is defined as women in the organization at the Director level and above – all levels above Senior Manager up to and including Chief Executive Officer. We plan to increase the representation of women in senior leadership to 30% percent or more by 2025. At the end of 2020, we had 19 percent women in senior leadership roles. |
| • | Indigenous people also represent an important component of our future Canadian workforce, and we track the number of self-identified Indigenous applicants’ interviewed and hired versus non-Indigenous candidates. This information informs our hiring practices and where we make community investment in training and education to build capacity. |
Our new Equity, Diversity and Inclusion Center of Excellence, with oversight by the HR&C Committee, will be responsible for promoting equity, diversity and inclusion within the organization, both at the executive level and within our workforce. See “Section Three: Board of Directors and Corporate Governance – Committees of the Boards – Report of the HR&C Committee” for more information about board governance over our equity, diversity and inclusion strategy.
Our Board Charter provides that the board is responsible for the stewardship of the Corporation and the oversight of management and the activities of the Corporation. The board’s principal duties include appointment and oversight of the CEO, oversight and approval of the Corporation’s business strategy and strategic planning process, and oversight and approval as appropriate of the Corporation’s policies, procedures and systems for implementing strategy and managing risk.
The board exercises its duties directly and through its committees. The board has four standing committees: the CG&N Committee, the Audit Committee, the HR&C Committee and the S&S Committee. Our board and committee charters are available on our website at www.nutrien.com.
The board maintains responsibility for identification, monitoring and evaluation of transactions involving related parties of the Corporation. Such transactions occur infrequently, but should any such transaction arise, the board is positioned to address as a whole or through delegation to the appropriate committee based on the subject matter, in either case under the Corporation’s existing corporate policies which have been designed to identify and appropriately address conflicts that may be present.
The board oversees the execution of corporate strategy and management of risk, including a purposeful alignment of the strategy and risk management process. It participates, as a whole and through its committees, with our Executive Leadership Team, in identifying and approving the objectives and goals of the Corporation, and the strategies by which our Executive Leadership Team proposes to reach those objectives and goals. Each scheduled board meeting includes a meaningful focus on strategic matters and the board participates in the annual development and approval of a strategic planning process, including dedicated strategy focused meetings held in the third quarter.
Our risk management is governed by the board and the committees, who oversee our Executive Leadership Team in understanding the principal risks to our business and strategy, including climate-related risks. We strive to integrate risk management into key decision-making processes and strategy. By considering risk throughout our business, we seek to align our strategy with our vision and effectively manage the risks that could have an impact on our ability to deliver our strategy.
Details regarding our strategy and risk management approach can be found in our 2020 annual report.
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Board Competencies and Board Skills Matrix
Each director is expected to have an informed view on topics that are relevant to our business. Our board competencies and skills matrix is an essential tool to help guide the board on whether it has the right skills, perspectives, experience and expertise that is appropriate for proper oversight and effective decision-making by the board as a whole, with a view in particular to take into account the long-term strategy and ongoing business operations of the Corporation. The board competencies and skills matrix are designed to address the scale and diversity of our business, and are reviewed and updated annually as appropriate by the CG&N Committee.
|
Skills/Experience
|
Definition
| |||
| Senior Leadership (Former/Current CEO or CFO) |
Experience as a CEO or CFO or similar position for a large publicly listed or large private organization | |||
|
Core Business Skills
|
||||
| Health & Workplace Environment | Experience with direct control, accountability and responsibility for health and workplace environment, including managing reporting or information systems controls related to health and workplace environment | |||
| Human Resources | Experience in leadership continuity, succession planning, diversity and inclusion, compensation programs and management of compensation-related risks | |||
| Innovation/Technology & Security (including Cybersecurity Oversight) | Experience and education in digital technology tools and related platforms to enhance business operations, products, services, solutions and security | |||
| International Business | Experience in managing global operations or ex-North America background and experience | |||
| Operations (including Safety) | Experience with direct operations, including operational optimization and safety | |||
| Public Policy & External Relations | Regulatory, political, legal and public policy experience including private sector, regulatory body and public government relations | |||
| Strategy | Experience with and responsibilities for the development and implementation of business growth and optimization strategies | |||
| Sustainability | Experience with and responsibility for sustainable business practices, including environmental impacts and assessment and analysis of sustainability metrics | |||
|
Core Industry Experience
|
||||
| Agri-Business | Agricultural experience related to markets, regulatory and business environments | |||
| Distribution | Logistics, transportation and distribution experience | |||
| Finance/Audit & Risk | Experience as a professional accountant, corporate controller, investment banker or financial service professional with respect to a financial, audit or treasury function with an understanding of and responsibility for financial transactions, statements and corporate finance | |||
| Mergers & Acquisitions | Experience in mergers, acquisitions, integrations or other business combinations | |||
| Mining & Exploration; Energy | Experience in or with the mining and exploration or energy industries, including technical expertise. | |||
| Retail Business | Experience working with a retailer or distributor of products, services or solutions |
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Board, Committee and Individual Director Performance Evaluations
The CG&N Committee is responsible for developing and implementing the board, committee and individual director performance evaluation program. The CG&N Committee has adopted a structured performance evaluation program, under the board chair’s oversight with the involvement of external advisors, including the use of an external governance advisory firm as facilitator each second or third year. The objective of the performance evaluation program is to improve board, committee and individual director performance and effectiveness and to provide the board chair and the committee with information concerning possible changes to board and committee composition, practices and areas of focus, as well as to provide individual directors information concerning their individual performance, including in their role as a chair, as applicable. Our annual process in connection with the performance evaluation program includes formal questionnaires to be completed by each director, which seek subjective opinions and quantitative ratings covering overall board and committee performance, an evaluation of the board chair and each committee chair a self-evaluation and peer review of each fellow director (other than the CEO), and a one-on-one interview of each director conducted by the board chair.
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The 2020 process included the components summarized in the following table:
|
Review of
|
By
|
Action
| ||
| Whole Board | All Directors and Senior Management |
• Board members complete a questionnaire evaluating the board’s performance.
• Relevant members of senior management provide feedback on the board’s performance.
• Topic addressed during one-on-one interviews of each director with the board chair. | ||
| Board Chair | All Directors |
• Board members complete a questionnaire evaluating the board chair’s performance.
• Topic addressed during one-on-one interviews of each director with the board chair. | ||
| Board Committees | Committee Members and Senior Management |
• Committee members complete a questionnaire evaluating committee performance.
• Relevant members of senior management provide feedback on the committee performance.
• Topic addressed during one-on-one interviews of each director with the board chair. | ||
| Committee Chairs | Committee Members | • Committee members provide feedback evaluating committee chair performance.
• Topic addressed during one-on-one interviews of each director with the board chair. | ||
| Individual Directors | All Directors | • Board members complete a questionnaire evaluating their own performance.
• Board members complete a peer evaluation questionnaire to provide feedback on each of their fellow directors (other than the CEO).
• Topic addressed during one-on-one interviews of each director with the board chair. | ||
Board Orientation and Continuing Education
It is imperative that directors understand our business, including the size, complexity and risk profile of the Corporation, and stay current with corporate governance, regulatory, industry and other key issues to be effective members of our board. The CG&N Committee is responsible for the orientation and continuing education of directors.
Our orientation program helps new directors increase their understanding of their responsibilities and the Corporation’s operations as quickly as possible, so that they can be fully engaged and contribute meaningfully to the board and its committees. The orientation program is tailored to the skills, experience, education, knowledge and needs of each new director and consists of a combination of written materials, one-on-one meetings with senior management, site visits and other briefings and training as appropriate. Current directors may also participate in the orientation program to augment their knowledge or to re-familiarize themselves with the Corporation’s facilities through the site visits. As part of the orientation program, the Code of Ethics is reviewed and affirmed.
Our continuing education program provides regular and ongoing education to our director nominees, advancing their knowledge of our business, industry, regulatory environment, as well as other topical areas of interest, to enhance their effectiveness as directors and stewards of the Corporation. The CG&N Committee, with support from our Corporate Secretary, regularly solicits input from directors and members of management with respect to key education priorities for the board.
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In addition to full board or committee educational sessions that occurred during 2020, directors attended the following board orientation or education meetings.
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The board has four standing committees:
| • | the CG&N Committee; |
| • | the Audit Committee; |
| • | the HR&C Committee; and |
| • | the S&S Committee. |
|
Corporate Governance & Nominating Committee
| ||||
|
Consuelo E. Madere, Chair Christopher M. Burley Miranda C. Hubbs Alice D. Laberge
|
The board has determined that each member of the CG&N Committee is independent for the purposes of our board independence standards. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and stock exchange rules.
Our CG&N Committee Charter is available on our website at www.nutrien.com.
|
|||
The CG&N Committee has responsibility for the oversight of the Corporation’s governance and board committees, board succession planning and director recruitment, director orientation and continuing education, board and committee evaluations and director compensation. The Committee is also responsible for the oversight of Nutrien’s Board Diversity Policy.
A summary of the CG&N Committee’s key responsibilities and activities in 2020 is set out below.
| Key Responsibilities | Key Activities | |
| Corporate Governance Framework and related policies | • Conducted annual review of the Corporate Governance Framework and related policies and recommended changes for approval.
• Advised the board on committee charters, structure, functions and qualifications for membership. | |
| Board director recruitment processes and succession planning | • Conducted an extensive and detailed update and review of the board competencies and skills matrix, including in light of the COVID-19 pandemic and the other notable events of 2020.
• Oversaw, and implemented, a new director recruiting procedure and process, which included the appointment of the first new director since Nutrien’s formation in 2018.
• Recommended committee membership and chair appointments to independent directors. | |
| Director evaluation, orientation and education program | • Developed, and oversaw the implementation of, a comprehensive new director onboarding process that occurred in connection with appointment of Nelson Silva in 2020, the first new director since Nutrien’s formation in 2018.
• Reviewed the director continuing education director program and policies relating director orientation and continuing education.
• Oversaw and implemented, the 2020 board evaluation process as described starting on page 25, which included Nutrien’s first comprehensive internally conducted board evaluation process. | |
| Board Diversity Policy |
• Monitored the implementation and efficacy of the Board Diversity Policy and measured the annual and cumulative progress made under it.
• Updated the Board Diversity Policy and monitored compliance with applicable law relating to diversity disclosure. | |
| Director compensation |
• With the assistance of Willis Towers Watson, reviewed and recommended to the board for approval the individual directors’ compensation.
• Monitored compliance with individual directors’ equity ownership requirements. | |
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| Key Responsibilities | Key Activities | |
| Governance compliance |
• Monitored corporate governance trends and developments, assessing current corporate governance practices against emerging best practices and other applicable requirements.
• Reviewed and approved for recommendation to the board the Corporation’s disclosure documents containing significant corporate governance information, including this circular.
• Monitored compliance with applicable laws relating to corporate governance.
• Reviewed shareholder proposals and/or requisitions received by the Corporation and reviewed responses.
• Received and reviewed corporate governance ratings. | |
|
Audit Committee
| ||||
|
Maura J. Clark, Chair Christopher M. Burley Alice D. Laberge Keith G. Martell Aaron W. Regent
|
The board has determined that each member of the Audit Committee is independent for the purposes of our board independence standards and “financially literate” within the meaning of NI 52-110 – Audit Committees. Maura J. Clark has been determined to be an “audit committee financial expert” for the purpose of the Sarbanes-Oxley Act of 2002 and has accounting and related financial management experience or expertise for the purposes of the NYSE Listing Standards. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and stock exchange rules.
Our Audit Committee Charter is available on our website at www.nutrien.com.
|
|||
The Audit Committee has responsibility for oversight of the Corporation’s accounting and financial reporting processes and the reviews and audits of the Corporation’s financial statements. At these meetings, the committee met with senior members of the Corporation’s financial management team as well as the Corporation’s external auditor. Additionally, the committee had multiple private sessions with the CEO, CFO, Internal Audit, Chief Compliance Officer, Chief Legal Officer and Chief Integrity Officer (among others). At these meetings, the committee had candid discussions regarding Nutrien’s financial disclosures, financial and risk management practices and other legal, accounting, auditing and internal control matters.
A summary of the Audit Committee’s key responsibilities and activities in 2020 is set out below.
| Key Responsibilities | Key Activities | |
| Financial statements and related disclosures | • Approved (or recommended to the board) significant financial disclosure as per the mandate.
• Discussed with management and the external auditor their analysis of significant reporting issues, critical accounting policies and practices (and areas where judgment was applied) and other financial measures used in connection with the financial disclosure. | |
| Systems of internal controls over financial reporting | • Reviewed the effectiveness of the Corporation’s internal control systems and disclosure controls and procedures, including cybersecurity controls and information technology strategies.
• Reviewed management’s report and the external auditor’s related attestation of the Corporation’s internal controls over financial reporting.
• Reviewed reports from the Corporation’s disclosure committee, and discussed with the CEO and CFO disclosures made during the certification processes relating to internal controls.
• Reviewed and received updates from management on the Corporation’s digital transformation. | |
| Material financial and other risks | • On an ongoing basis, reviewed with management the financial and other risks within the committee’s mandate and discussed how such risks were assessed, mitigated and disclosed.
• Reviewed with management processes that identify, assess, monitor and manage such risks. | |
| Internal audit function |
• Reviewed with management, the external auditor and internal audit the charter, plans, activities and organizational structure of the internal audit function, with a view to internal audit’s effectiveness, objectivity and independence.
• Reviewed the adequacy of resources of the internal audit function. | |
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| Key Responsibilities | Key Activities | |
| External auditors |
• Engaged with external auditor and key related employees to assist, monitor and review the annual audit process.
• Assessed the external auditor’s annual qualification report.
• Reviewed the formal written statements of independence from the external auditor and assessed their independence, taking into account applicable auditor independence standards.
• In accordance with the Corporation’s Pre-Approval for Audit and Non-Audit Services Policy, approved all proposed external audit and permitted non-audit services for the coming year, and all audit and non-audit services during the year outside of previous approvals. | |
| Significant compliance policies and procedures | • Established and monitored both standard and confidential procedures for receiving complaints within the committee’s mandate.
• Reviewed with the Chief Legal Officer and Chief Integrity Officer significant compliance policies, reviewed the effectiveness of anti-fraud and anti-bribery laws and reviewed procedures relating to the communication of and compliance with the Corporation’s Code of Ethics. | |
|
Human Resources & Compensation Committee
| ||||
|
Keith G. Martell, Chair Maura J. Clark Russell K. Girling Aaron W. Regent Nelson Luiz Costa Silva
|
The board has determined that each member of the HR&C Committee is independent for the purposes of our board independence standards and within the meaning of NI 52-110 – Audit Committees. All of the members also have “human resources literacy” as defined in the HR&C Committee Charter, and also meet additional independence and financial literacy standards for audit committees under applicable U.S. and Canadian laws and stock exchange rules. Maura J. Clark has accounting and related financial management experience or expertise for the purposes of the NYSE Listing Standards.
None of Nutrien’s executive officers serve as a member of a compensation committee (or equivalent) of any other entity that employs a member of the HR&C Committee and no member of the HR&C Committee is currently CEO of a publicly-traded company.
Our HR&C Committee Charter is available on our website at www.nutrien.com.
|
|||
The HR&C Committee has responsibility for the oversight of the Corporation’s executive compensation, broad-based employee compensation, retirement and benefit programs and executive development and succession. The Committee is also responsible for the oversight of Nutrien’s diversity and inclusion initiatives in our workforce, including Indigenous outreach efforts. The HR&C Committee’s effectiveness in guiding the Corporation on its diversity and inclusion initiatives is a factor that is taken into account as part of the annual performance evaluations of the HR&C Committee.
A summary of the HR&C Committee’s key responsibilities and activities in 2020 is set out below.
| Key Responsibilities | Key Activities | |
| Executive compensation |
• Reviewed and approved the CEO’s annual corporate goals and individual objectives, assessed his performance in light of his goals and objectives and recommended his compensation to the independent members of the board for approval.
• Reviewed and approved the compensation structure and evaluation process for other executive officers, assessed their performance and recommended their compensation to the board for approval.
• Recommended the Compensation Peer Group for board approval. | |
| Compensation philosophy and governance | • Assessed the compensation philosophy for 2020, and whether the executive compensation program aligns with the Corporation’s compensation philosophy, taking into account the Corporation’s risk tolerance.
• Reviewed the independence of our compensation consultant, Willis Towers Watson.
• Monitored executive officer compliance with mandatory equity ownership guidelines.
• Reviewed a summary of labour relations activity.
• Reviewed the results of the employment engagement survey. | |
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| Key Responsibilities | Key Activities | |
| Incentive and equity based compensation program | • Approved the 2020 KPI Scorecard, monitored progress against the 2020 KPIs and associated projected payouts and approved annual incentive payouts for 2019 performance.
• Recommended the PSU metric applicable to the 2020 PSU awards and the PSU Peer Group.
• Recommended the 2020 long-term incentive grants for board approval. | |
| Retirement and benefit programs | • Approved changes to the DB SERP applicable to executives to support the attraction and retention of top executive talent.
• Reviewed a summary of the level and distribution of plan assets for each of the North American Pension and Savings plans, including recent investment returns relative to benchmarks.
• Oversaw the purchase of an annuity for a select portion of retirees, resulting in a one-time settlement gain while de-risking the pension plan. | |
| Succession plan for senior executives | • Oversaw the CEO succession plan including the Emergency Succession Plan, in the context of the COVID-19 pandemic.
• Oversaw the succession plan for other senior executives including the Emergency Succession Plan in the context of COVID-19 pandemic.
• Reviewed senior executive appointments and recommended them to the board for approval. | |
| Diversity and Inclusion Program | • Reviewed the effectiveness of diversity and inclusion initiatives, including Indigenous outreach efforts, and measured annual and cumulative progress made under it.
• Monitored corporate law developments and best practices in the area of diversity and inclusion. | |
| Disclosure of significant executive compensation information
|
• Reviewed and approved the executive compensation, and diversity and inclusion disclosures contained in this circular. | |
| Executive compensation compliance
|
• Reviewed trends in executive compensation and oversaw compliance with applicable laws. | |
| Safety & Sustainability Committee | ||||
| Miranda C. Hubbs, Chair Russell K. Girling Consuelo E. Madere Nelson Luiz Costa Silva
|
The board has determined that each member of the S&S Committee is independent within the meaning of the board independence standards. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and stock exchange rules.
Our S&S Committee Charter is available on our website at www.nutrien.com.
|
|||
The S&S Committee has responsibility for the oversight of the Corporation’s activities with respect to safety, health, the environment, cybersecurity and sustainability. In 2020, the Safety, Health, Environment & Security Committee was renamed the Safety & Sustainability Committee, to reflect its oversight of the Corporation’s general strategy and policies relating to safe and sustainable business practices, including: the environment, health, climate change related risks and opportunities and cybersecurity, as well as the additional broader components of sustainability. It directly reports to and advises the board on these matters.
In 2020, notable sustainability efforts by the Corporation’s management included overseeing the development of the organization’s sustainability and ESG strategy, including 2030 commitments. Alongside the attention placed on the COVID-19 pandemic, sustainability efforts remained focused on assessing climate risks and opportunities. Key to these efforts was the ability to report a baseline for Nutrien’s Scope 1 and 2 greenhouse gas emissions inventory, and Nutrien received limited assurance from KPMG on its 2018 baseline greenhouse gas emissions in 2020. It is Nutrien’s intent to pursue limited assurance on annual Scope 1 and 2 GHG emissions in future years. The Corporation issued its first Environmental, Social and Governance Report (ESG Report) in April 2020 and Nutrien achieved significant year-over-year improvements in its ESG ratings. Nutrien expects to issue an ESG Report annually with the 2021 ESG Report being issued in April 2021.
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As a result of management’s assessment of opportunities, the S&S Committee has supported several potential commitments to action. Nutrien plans to unveil a comprehensive long-term strategy and ESG targets in April 2021, incorporating action on these opportunities.
While there is an increased focus on climate change and its broader impacts on sustainability, safety and cybersecurity remains a top priority and the S&S Committee oversees the Corporation’s safety and cybersecurity activities and policies including the annual ESG Report, the Nutrien Global 2020 Safety, Health and Environment Virtual Summit, and a review of the maturity of our cyber security system and data governance.
A summary of the S&S Committee’s key responsibilities and activities in 2020 is set out below.
| Key Responsibilities | Key Activities | |
| Significant policies and management systems within the committee’s mandate | • Reviewed safety, health, environmental and cybersecurity performance summaries to identify any performance issues.
• Reviewed safety, health, environment and cybersecurity audit plan for the current and upcoming year, including Nutrien’s COVID-19 safety protocols.
• Reviewed with management the safety, environmental and cybersecurity emergency response planning processes.
• Oversaw the Safety & Sustainability vision and strategy – reviewed the five-year strategy and annual objectives.
• Oversaw policies relating to sustainability and progress towards sustainability goals.
• Oversaw Nutrien’s Environmental, Social and Governance Report.
• Oversaw Nutrien’s climate risk and greenhouse gas emission strategy. | |
| Risk and compliance requirements that come within the committee’s mandate | • Reviewed the Corporation’s remediation projects, environmental provisions and significant legal and regulatory developments.
• Reviewed risks (including insurance risks) related to safety, sustainability and cybersecurity (including climate related, technological, regulatory, data privacy and social risks).
• Studied cyber security risk in conjunction with the Audit Committee.
• Reviewed disclosure containing significant information within the committee’s mandate. | |
Nutrien’s director compensation program for our independent directors is designed to:
| • | attract and retain board members with the necessary skills, perspectives, experience and expertise; |
| • | reflect the responsibilities, commitments and risks that accompany board membership; and |
| • | align the interests of our board members with those of shareholders by requiring them to have a significant equity ownership interest in the Corporation. |
| The CG&N Committee annually reviews director compensation using the Compensation Peer Group, which is the same peer group used to benchmark executive compensation based on the advice of our independent compensation consultant, Willis Towers Watson. Director compensation is generally targeted near the median of the Compensation Peer Group.
Our executive director (the CEO) participates in the Corporation’s executive compensation program and is not entitled to additional compensation for director duties.
Our independent directors cannot participate in the Corporation’s executive compensation program or receive pensions, benefits or other perquisites. |
|
See “Section Four: Executive Compensation” for information about our Compensation Peer Group and compensation paid to our executive director.
| ||
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Compensation is paid to our independent directors in the form of annual retainers, which are payable in cash and deferred share units (DSUs) as follows:
| Annual Retainer | Fees Earned | |||
| Board Members |
||||
| Board Member |
$ | 240,000 | ||
| Board Chair |
$ | 440,000 | ||
| Additional Retainer for Committee Positions |
||||
| Committee Member |
$ | 10,000 | ||
| CG&N Committee Chair |
$ | 15,000 | ||
| Audit Committee Chair |
$ | 20,000 | ||
| HR&C Committee Chair |
$ | 20,000 | ||
| S&S Committee Chair |
$ | 15,000 | ||
| Other |
||||
| Travel Allowance (per meeting requiring travel out of the directors’ province or state of residence) |
$ | 1,000 | ||
Directors can redeem their DSUs for cash only when they leave the board for an amount equal to the market value of the common shares at the time of redemption. DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends are paid on our common shares, but do not give the holder voting or other shareholder rights. The following is a summary of the Nutrien DSU Plan:
| Eligible Participants |
• Authorizes the board to grant such number of DSUs to independent directors as it may determine. | |
| Credit to DSU Account |
• DSUs granted to the director are credited to his or her DSU account.
• The number of DSUs issued for a cash portion of the director’s remuneration is calculated by dividing the cash portion of the remuneration by the average closing price of the common shares on the NYSE over the 10 trading days prior to the date such cash portion is converted into DSUs (generally, the last business day of each quarter).
• Whenever cash dividends are paid on the common shares, equivalent DSUs are credited to holders. | |
| Vesting |
• DSUs fully vest upon grant. | |
| Redemption |
• Payouts of DSUs are made after the date on which the holder ceases to be a director of the Corporation for any reason including retirement or death.
• DSU payouts are equal to the market value of the redeemed DSUs on the date of redemption elected by the director or mandated by the Nutrien DSU Plan (less withholdings). | |
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2020 Summary of Director Compensation
Director Summary Compensation Table
The following table sets out the compensation earned by each individual who served as an independent director of Nutrien during the year ended December 31, 2020 in their capacity as independent directors:
| Director | Fees Earned(1) | All Other Compensation | Total | ||||||||||||||||
| Mayo Schmidt |
$442,000 | Nil | $442,000 | ||||||||||||||||
| Christopher Burley |
$260,000 | Nil | $260,000 | ||||||||||||||||
| Maura Clark |
$271,000 | Nil | $271,000 | ||||||||||||||||
| Russell Girling |
$260,000 | Nil | $260,000 | ||||||||||||||||
| Miranda Hubbs |
$263,500 | Nil | $263,500 | ||||||||||||||||
| Alice Laberge |
$261,000 | Nil | $261,000 | ||||||||||||||||
| Consuelo Madere |
$266,000 | Nil | $266,000 | ||||||||||||||||
| Keith Martell |
$272,000 | Nil | $272,000 | ||||||||||||||||
| Aaron Regent |
$261,000 | Nil | $261,000 | ||||||||||||||||
| Nelson Luiz Costa Silva(2) |
$101,033 | Nil | $101,033 | ||||||||||||||||
| John Estey(3) |
$ 93,459 | Nil | $ 93,459 | ||||||||||||||||
| David Everitt(4) |
$159,967 | Nil | $159,967 | ||||||||||||||||
Notes:
| (1) | Fees earned consists of the directors’ annual retainers and travel allowances paid in cash or DSUs. The grant date fair value of the DSUs is the average closing price of a common share on the NYSE over the 10 trading days prior to the conversion date. For the 2020 grants, the DSU grant date fair value was $28.79 (Q1), $34.91 (Q2), $40.04 (Q3) and $47.04 (Q4). The number of DSUs granted is calculated by dividing the value of the board member annual retainer to be paid in DSUs and the grant date fair value. Amounts reported exclude DSUs credited as dividend equivalents. |
| (2) | Mr. Silva’s annual retainer as a board member was prorated from August 10, 2020 until December 31, 2020. |
| (3) | On May 5, 2020, Mr. Estey retired from the board in connection with the 2020 annual meeting. |
| (4) | Mr. Everitt retired from the board on August 10, 2020. |
The following table provides a breakdown of the annual retainers and travel allowances paid to directors in respect of service provided in 2020 as identified in the “Fees Earned” column of the director compensation table (above):
| Director | Board, Committee and Committee Chair Retainers |
Board and Committee Attendance Fees |
Travel Allowance |
Total Payable | Percentage of Fees and Retainers Taken in DSUs |
Total Fees And Retainers Taken in Cash |
Grant Date Fair Fees and Retainers Taken in | |||||||||||||
| Mayo Schmidt |
$440,000 | Nil | $2,000 | $442,000 | 100% | Nil | $442,000 | |||||||||||||
| Christopher Burley |
$260,000 | Nil | Nil | $260,000 | 25% | $195,000 | $ 65,000 | |||||||||||||
| Maura Clark |
$270,000 | Nil | $1,000 | $271,000 | 50% | $135,500 | $135,500 | |||||||||||||
| Russell Girling |
$260,000 | Nil | Nil | $260,000 | 100% | Nil | $260,000 | |||||||||||||
| Miranda Hubbs |
$262,500 | Nil | $1,000 | $263,500 | 50% | $131,750 | $131,750 | |||||||||||||
| Alice Laberge |
$260,000 | Nil | $1,000 | $261,000 | 50% | $130,500 | $130,500 | |||||||||||||
| Consuelo Madere |
$265,000 | Nil | $1,000 | $266,000 | 25% | $199,500 | $ 66,500 | |||||||||||||
| Keith Martell |
$270,000 | Nil | $2,000 | $272,000 | 25% | $204,000 | $ 68,000 | |||||||||||||
| Aaron Regent |
$260,000 | Nil | $1,000 | $261,000 | 100% | Nil | $261,000 | |||||||||||||
| Nelson Luiz Costa Silva |
$101,032 | Nil | Nil | $101,033 | 50% | $ 54,402 | $ 46,630 | |||||||||||||
| John Estey |
$ 92,459 | Nil | $1,000 | $ 93,459 | 25% | $ 70,094 | $ 23,365 | |||||||||||||
| David Everitt |
$158,967 | Nil | $1,000 | $159,967 | 100% | Nil | $159,967 | |||||||||||||
Notes:
| (1) | See note (1) to the Director Summary Compensation Table for a description of the calculation of grant date fair value of DSUs. Amounts reported exclude DSUs credited as dividend equivalents. All directors also elected to receive the listed percentage of their travel allowance in DSUs, other than Nelson Luiz Costa Silva. |
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The following table provides details regarding the aggregate value as at December 31, 2020 of DSUs granted to individuals who served as independent directors of Nutrien during 2020 in their capacity as independent directors:
| Director | Number of Unredeemed DSUs(1) | Market Value of Unredeemed DSUs(2)(3) | ||||||||||||
| Mayo Schmidt |
45,897 | $2,210,419 | ||||||||||||
| Christopher Burley |
19,030 | $ 916,485 | ||||||||||||
| Maura Clark |
16,111 | $ 775,906 | ||||||||||||
| Russell Girling |
113,649 | $5,473,315 | ||||||||||||
| Miranda Hubbs |
23,345 | $1,124,274 | ||||||||||||
| Alice Laberge |
47,152 | $2,270,833 | ||||||||||||
| Consuelo Madere |
10,961 | $ 527,885 | ||||||||||||
| Keith Martell |
27,119 | $1,306,066 | ||||||||||||
| Aaron Regent |
31,010 | $1,493,454 | ||||||||||||
| Nelson Luiz Costa Silva |
1,053 | $ 50,707 | ||||||||||||
| John Estey |
15,462 | $ 744,664 | ||||||||||||
| David Everitt |
18,305 | $ 881,588 | ||||||||||||
Notes:
| (1) | All DSUs vest on the date of grant. Amounts reported include DSUs credited as dividend equivalents. |
| (2) | Amounts reported consist of vested but unredeemed DSUs as of December 31, 2020 and include DSUs credited as dividend equivalents. |
| (3) | Market value of unredeemed DSUs was based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16. |
DSU Awards – Value Vested or Redeemable During the Year
The following table provides details regarding the outstanding DSUs that vested and were redeemed or redeemable during the year ended December 31, 2020 for individuals who served as independent directors of Nutrien during 2020. The figures below are in reference to DSUs earned in their capacity as independent directors. DSUs are only redeemable when the director leaves the board of directors.
| Director | DSUs – Value vested and earned during the year(1)(2) |
DSUs – Value redeemed or redeemable during the year |
||||
| Mayo Schmidt |
$670,024 | Nil | ||||
| Christopher Burley |
$125,658 | Nil | ||||
| Maura Clark |
$209.886 | Nil | ||||
| Russell Girling |
$585,863 | Nil | ||||
| Miranda Hubbs |
$220,840 | Nil | ||||
| Alice Laberge |
$272,308 | Nil | ||||
| Consuelo Madere |
$109,781 | Nil | ||||
| Keith Martell |
$147,635 | Nil | ||||
| Aaron Regent |
$404,246 | Nil | ||||
| Nelson Luiz Costa |
$ 50,707 | Nil | ||||
| John Estey |
$143,360 | $1,612,882.58 | ||||
| David Everitt |
$287,605 | $ 359,682.61 | ||||
Notes:
| (1) | The value of DSUs was based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16. |
| (2) | Amounts reported consist of the value of DSUs that vested but were not redeemed as of December 31, 2020 and include DSUs credited as dividend equivalents. |
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Section Four: Executive Compensation
| Section Index |
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| Incentive Plan Awards – Value Vested or Earned During the Year |
60 | |||
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| Number of Securities Issuable and Issued as at December 31, 2020 |
61 | |||
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Message from the Chair of the HR&C Committee
|
Dear Shareholder:
On behalf of the Human Resources & Compensation (HR&C) Committee and the board, we welcome this opportunity to discuss events in 2020 and how they factored into executive compensation.
The central role of the HR&C Committee is oversight of executive compensation, and development and succession planning for the senior leadership team. We also oversee broad-based compensation, benefit, and retirement programs as well as diversity and inclusion initiatives. These areas were all closely intertwined with the impact the COVID-19 outbreak had on our company. |
|
Our executive team did an exemplary job responding to the pandemic and doing so in a way that embodied Nutrien’s core values of safety and integrity. The crisis worsened at the beginning of the spring planting season in North America, and our senior leaders quickly rallied, with the help of employees around the world. Safety protocols were adopted, which enabled us to effectively continue operating and serving our customers, fulfilling the vital role Nutrien plays in the global food supply chain. Deemed an essential service, our senior leaders immediately formed an international task force to address the crisis. Communication with customers, employees and other stakeholders was key to ensuring neither supply of product, quality of service, nor safety of customers and employees would be compromised. Notably, Nutrien has not received any COVID-19 related wage or operational subsidies provided by the various government bodies. Nor was any upward adjustment made to 2020 annual incentives to offset any negative impact the pandemic may have had on business results.
We also stepped up to support our communities, donating $1 million over and above our prior year contributions to food banks and charities throughout our regions as they struggled with increasing demand and slowing donations. The company donated masks, hand sanitizers and other personal protective equipment, where needed. We encouraged employees to lend a hand by expanding our volunteer program from one to five paid volunteer days.
The pandemic made for a year, unlike anything experienced before. Our senior leaders continue to learn from it and develop new operational, and health and safety protocols, which will ensure the company is ready for future crises. The effectiveness of Nutrien’s response showcases the commitment to our customers and employees and is a testament to the strength and leadership of our executive team.
The design and philosophy of our executive compensation program remains largely unchanged from prior years, closely linking strategy and performance with resulting awards. An emphasis on equity-based compensation focuses our executives on longer-term success and aligns compensation with shareholders’ interests. The program design ensures we deliver financial performance, while demonstrating a commitment to operating safely and reliably.
In 2020, we introduced three social responsibility metrics to our annual incentive scorecard to underline the importance of ESG. Other modifications include new strategic metrics to provide a more holistic assessment of results. These new measures reward the successful execution of in-year activities that are critical to the longer-term success of the organization while retaining a primary focus on financial performance. Also, corporate leaders, such as Mr. Magro and Mr. Farah, now have a portion of their 2020 annual incentive award based on metrics directly tied to the operating segments, thus supporting a culture of collaboration and shared achievements.
Despite the pandemic challenge, Nutrien was able to stay focused on longer term business strategy, capitalize on strengthening fundamentals and deliver strong performance across all our businesses in 2020 including:
| • |
Nutrien Ag Solutions (Retail) generated 16% higher adjusted EBITDA in 2020, year over year, due to double digit organic growth and contributions from acquisitions. |
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| • | Potash sales volumes in 2020 were the second highest on record due to strong domestic and offshore demand supported by improved agriculture fundamentals. |
| • | Nitrogen sales volumes increased by nearly 700,000 tonnes in 2020, driven by higher production resulting from debottlenecking projects and strong operating rates. |
| • | Nutrien closed the sale of its stake in Misr Fertilizers Production Company S.A.E. (MOPCO). Total net proceeds received from the transaction, including settlement of related legal claims were $540 million. |
| • | 2020 was our most successful year to date for safety, health and environmental (SH&E) metrics, which meant we sent more workers home safe every day and maintained a low level of environmental incidents. |
| • | Nutrien announced the launch of the agricultural industry’s most comprehensive carbon program, providing end-to-end support for growers to drive improved sustainability, boost yields and provide the opportunity to monetize improved carbon performance at the farm level through carbon credits. |
Our Executive Compensation Program
With a unified compensation program materially in place, the focus in 2020 was on continued governance to ensure alignment with business strategy and achievement of our desired compensation philosophy, while factoring in the company’s risk tolerance. In a final step towards post-merger alignment, Dr. Sully was moved into Nutrien’s DB SERP, effective July 1, 2020 and his annual incentive target was increased to reflect our compensation framework and align with that of his internal peers. There were no target changes made to our executive compensation framework in 2020. Though none of our Named Executive Officers (NEOs) received an increase on base pay in 2020, the earnings of U.S.-based employees increased from 2019 given the occurrence of 27 biweekly pay periods in the year. To support the attraction and retention of top executive talent, changes were introduced to Nutrien’s executive supplemental pension arrangement. To enhance our disclosure, we added a CEO Lookback table and Cost of Management Ratios to our circular this year. With the assistance of Willis Towers Watson, our independent compensation consultant, the Committee remains satisfied the executive compensation program at Nutrien has a sound governance structure and is in line with peers.
Though there are no changes to our NEOs from last year, we announced Mike Frank’s voluntary resignation in February 2021. His resignation was administered consistent with the applicable plan terms. Mr. Frank helped to advance our long-held strategy of bringing full acre solutions and technology to farmers around the world. We wish him all the best in his future endeavors.
More broadly, we continued to build a more diverse and inclusive workforce with employee programs that reflect our overall compensation philosophy while motivating and rewarding employees for delivering the business results desired by our shareholders.
President and Chief Executive Officer (CEO) Pay
The HR&C Committee and the board, with support of the independent compensation consultant and HR management, spend considerable time discussing CEO compensation each year. Through these discussions, we confirmed our confidence in and the competitiveness of Mr. Magro’s compensation package. As a result, no changes were made in 2020 to his base pay, annual incentive, or long-term incentive targets. Mr. Magro’s annual incentive payout for 2020 was $2,450,623 or 138% of his overall target, reflecting the excellent 2020 business results delivered under his direction, despite the challenges of COVID-19 and extraordinary weather events. This demonstrates the link between pay and performance, with 88% percent of his target total direct compensation being at risk and 72% tied directly to equity-based compensation.
We welcome shareholder input on our compensation programs. Though the Say on Pay vote is advisory and non-binding, we carefully consider the results and any feedback in future planning.
Yours sincerely,
Keith G. Martell
Chair of the Human Resources & Compensation Committee
March 29, 2021
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Compensation Discussion & Analysis
The five named executive officers, or NEOs, of Nutrien and its subsidiaries for the year ended December 31, 2020 include our CEO, CFO and the next three highest-paid executive officers. The five NEOs are as follows:
| NEO | Position | |
| Chuck Magro |
President & Chief Executive Officer | |
| Pedro Farah |
Executive Vice President & Chief Financial Officer | |
| Mike Frank(1) |
Executive Vice President & Chief Executive Officer, Retail | |
| Ken Seitz |
Executive Vice President & Chief Executive Officer, Potash | |
| Raef Sully |
Executive Vice President & Chief Executive Officer, Nitrogen and Phosphate | |
Notes:
| (1) | Mr. Frank has voluntarily resigned from the Corporation effective February 26, 2021. |
As the world’s largest provider of crop inputs and services, Nutrien plays a critical role in Feeding the Future by helping growers to increase food production in a sustainable manner.
As a result, we need to attract, motivate and retain the brightest talent with skills across a diverse set of capabilities. This allows us to keep innovating, which is essential for achieving shared success with our customers, investors and other stakeholders that rely on the long-term success of our business. Compensation is a critical tool that helps us accomplish this objective.
Our programs have been designed with a focus on sustainable performance using measures tied to both financial and operational performance with foundations in safety, health and the environment.
The following principles guide the HR&C Committee and management in the design and administration of Nutrien’s executive compensation program, while supporting the core value of our compensation philosophy of pay-for-performance:
| • | link to our business strategy and long-term value creation |
| • | achieve market competitiveness |
| • | align with good governance practices |
| • | mitigate compensation risk |
| • | assess internal pay equity |
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The following summarizes how we achieve our compensation principles, and highlights key risk-mitigating features incorporated into our processes and programs:
|
Compensation Design Features | ||
| ✓ |
Simple and transparent | |
| ✓ |
Balance between fixed and variable compensation, with most executive total direct compensation at-risk | |
| ✓ |
Level of fixed compensation to promote retention | |
| ✓ |
Compensation frameworks and processes in place to provide guidance in pay decisions while supporting our commitment to pay equity and inclusion | |
| ✓ |
Performance targets derived from Nutrien’s annual business plan and longer-term strategic business plan objectives | |
| ✓ |
Multiple performance objectives to capture a broader view of performance | |
| ✓ |
Multiple time horizons (from one to ten years) to balance the achievement of short and long-term performance and risk | |
| ✓ |
Annual and long-term incentive plans have threshold performance levels (below which payouts are not made) and are capped at two times target payout/units | |
| ✓ |
Benchmark total direct compensation versus relevant peers while also considering internal equity | |
| ✓ |
Post-retirement vesting of long-term incentive awards to encourage a long-term view of performance and risk | |
| ✓ |
Apply judgment to address extenuating circumstances | |
|
Corporate Governance | ||
| ✓ |
HR&C Committee oversees all aspects of executive compensation to assess potential impact on business risk (including human resource risk) | |
| ✓ |
HR&C Committee retains an external compensation consultant to provide independent advice | |
| ✓ |
Recoupment Policy applies to incentive compensation | |
| ✓ |
Mandatory executive equity ownership requirements | |
| ✓ |
Anti-hedging policy that applies to directors and officers | |
| ✓ |
Double trigger change in control provisions requiring both a change of control and termination of the executive are embedded in employment agreements and long-term incentive plans | |
| ✓ |
Severance arrangements limited to two years | |
| ✓ |
Review pay-for-performance sensitivity, payout modelling and back testing of compensation plan design | |
| ✓ |
No stock option repricing or granting stock options at a discount | |
| ✓ |
Shareholders have an annual “say on pay” vote | |
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The HR&C Committee reviews and recommends to the board the compensation philosophy, strategy and principles, and program design, as well as oversees the administration of executive compensation plans, policies and programs. |
HR&C Committee
| |||||
| Keith G. Martell, Chair | ||||||
| Maura J. Clark | Russell K. Girling | |||||
| Aaron W. Regent | Nelson Luiz Costa Silva | |||||
|
The HR&C Committee is composed of independent directors who have been determined by the HR&C Committee to possess human resources literacy, meaning an understanding of compensation theory and practice, human resources management and development, succession planning and executive development. Such knowledge and capability includes: (i) current or prior experience working as a chief executive or senior officer of a major organization (which provides significant financial and human resources experience), (ii) involvement on board compensation committees of other entities, and (iii) experience and education pertaining to financial accounting and reporting, which is integral to managing executive incentive compensation, and familiarity with internal financial controls.
This knowledge and experience, in conjunction with a comprehensive compensation decision process and the support of its independent compensation consultant, enables the HR&C Committee to formulate informed compensation recommendations for board approval.
| ||||||
One of the primary purposes of the committee is to assist the board in fulfilling its oversight responsibilities for executive compensation. Together with the board, the HR&C Committee is committed to getting Nutrien’s approach to human resources matters and compensation right, both for shareholders and for the Corporation’s long-term success.
The executive compensation elements of our committee’s charter focus on:
| • | evaluating executives’ performance and recommending appropriate compensation in light of that performance; |
| • | overseeing the instruments that deliver pay-for-performance; |
| • | mitigating compensation risk; and |
| • | putting in place a process to determine competitive compensation levels and overseeing the execution of this process. |
To support the decision-making process, the HR&C Committee receives input from management and independent advice from external advisors. The HR&C Committee considers the data provided by and advice of their independent consultant, as well as many other factors. Ultimately, all decisions and recommendations to the board are the committee’s own.
The HR&C Committee reviews the performance goals for the CEO, assesses the CEO’s performance, and makes compensation recommendations for the CEO to the independent members of the board for approval. With respect to the other executive officers, the CEO’s assessment of their performance is taken into account when making compensation decisions. The HR&C Committee reviews and approves the compensation structure and evaluation process for these other executives.
Willis Towers Watson has been engaged by the HR&C Committee as their independent consultant since 2018. Below is a summary of the work that was conducted in 2020:
| • | completed a competitive compensation review for executive positions; |
| • | evaluated the appropriateness of peer companies and metrics used in Nutrien’s compensation programs; |
| • | conducted an assessment of the risks inherent in Nutrien’s compensation programs; |
| • | reported on executive compensation best practices and evolving corporate governance trends; |
| • | conducted research, prepared studies and provided advice on matters as assigned by Nutrien’s HR&C Committee; |
| • | supported the review of Nutrien’s proxy circular; |
| • | analyzed the pay-for-performance alignment for Nutrien’s CEO on both a retrospective and prospective basis; |
| • | supported the design and administration of Nutrien’s executive supplemental pension arrangement; and |
| • | oversaw the review of Nutrien’s sales incentive plan for Retail employees. |
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Other distinct teams at Willis Towers Watson serve as management’s consultant with respect to Nutrien’s pension and benefit programs. The following represents the fees billed in 2019 and 2020 for services provided to the HR&C Committee and to management, which in 2019, included one-time fees related to the integration of our compensation, pension and benefit programs following the merger transaction that closed January 1, 2018:
| Billed 2019 ($)(1) |
Billed 2020 ($)(1) |
|||||||
| Director and Executive Compensation Related Fees(2) |
841,030 | 2,036,820 | ||||||
| Director and Executive Compensation Related Fees – Merger Integration(2) |
672,783 | Nil | ||||||
| All Other Fees |
967,607 | 4,509,047 | ||||||
| All Other Fees – Merger Integration |
2,423,843 | Nil | ||||||
| Total |
4,905,263 | 6,545,867 | ||||||
Notes:
| (1) | Fees incurred in Canadian dollars have been converted to U.S. dollars at a rate of $1.00 = CAD$1.3412 for 2020, $1.00 = CAD$1.3268 for 2019. |
| (2) | In addition to director and executive compensation services, includes other services related to the HR&C Committee executing its mandate. |
The HR&C Committee is aware of the potential conflict of interest associated with the non-executive compensation services and diligently ensures processes are followed to preserve the consultant’s independence. All work performed is and must be pre-approved by the committee, taking into account whether or not the work would compromise their independence. To date, the HR&C Committee is satisfied that Willis Towers Watson continues to provide the committee with impartial advice independent of direct or indirect influence of management. However, the committee may from time to time seek second opinions on substantive issues.
The HR&C Committee based its 2020 decision concerning the independence of Willis Towers Watson on the following:
| • | members of the executive compensation consulting team are not responsible for selling other services to Nutrien and receive no incentive or other compensation based on the fees charged to Nutrien for other services provided; |
| • | the executive compensation consulting team is separate and distinct from the teams that assist Nutrien’s management with the other services provided; |
| • | the executive compensation consultants do not have a business or personal relationship with any of the committee members or management, and do not own Nutrien shares other than possibly through mutual funds; and |
| • | Willis Towers Watson has strict protocols and processes to mitigate conflicts of interests and all consultants are required to adhere to a code of conduct. |
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Compensation Decision Processes
|
Compensation Program Risk Management
We mitigate executive compensation risk through appropriate corporate governance oversight, executive compensation plan design (as outlined above) and corporate governance policies. We also motivate certain behaviors that encourage appropriate risk-taking to drive performance in accordance with our risk profile.
As part of its mandate, the HR&C Committee:
| • | actively engages with the senior leaders to understand the connection between the executive compensation program and business strategy; |
| • | governs compensation plan design, the selection of peer groups, the elements of compensation, the level of executives that participate and award distribution, in order to assess potential impact on business risk (including human resource risk); |
| • | retains an external compensation consultant to provide independent advice on market data, plan design and current good corporate governance practices, and regularly commissions an independent risk assessment; |
| • | oversees a robust process to assess performance; and |
| • | considers the implications of the potential risks associated with Nutrien’s compensation policies and practices. |
In fulfilling its mandate related to risk management, the HR&C Committee worked with Willis Towers Watson to conduct a compensation program risk assessment. The HR&C Committee concluded that there are no risks arising from Nutrien’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.
Specific corporate governance policies related to risk management include:
| • | Recoupment Policy. Our Recoupment Policy allows for the discretionary recovery from a current or former executive officer of any excess incentive compensation granted or paid to the executive officer where the original award was contingent on the achievement of certain financial results that were later subject to a financial restatement by reasons of non-compliance with securities laws and the need for the restatement was caused by the executive officer’s intentional misconduct, dishonesty or fraud. |
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| • | Mandatory executive equity ownership requirements. Our executives are expected to meet their mandatory executive equity ownership requirements of five times salary for the President & CEO and two to three times salary for our Executive Vice Presidents. |
| • | Securities Trading Policy. Our Securities Trading Policy prohibits directors and officers from entering into derivative or similar transactions with respect to their securities of the Corporation, holding their securities in a margin account or pledging their securities as collateral for loans, because such arrangements could reduce the risk of equity ownership by directors and officers and negate the alignment of interests of directors and officers with those of shareholders. |
In accordance with our compensation philosophy, the salary, benefits, perquisites and retirement arrangements for executives provide the secure fixed compensation component necessary to attract and retain key executive talent. The combination of annual and long-term incentives is designed to motivate the execution of our business strategy in a manner that creates shareholder value while retaining executive talent and aligning executive interests with those of our shareholders.
The combination of the fixed and variable/at-risk compensation components provides our executives with a competitive compensation package that is designed to meet Nutrien’s needs and shareholders’ expectations.
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Please see the below chart for an explanation of our executive compensation framework.
| Element | Objective | Design | Term | Form | ||||||||
| Total Direct Compensation | ||||||||||||
|
Fixed
|
Short-term
|
Base Salary | Attraction and retention tool to maintain competitiveness
Reflect knowledge, skills and responsibilities of the executives |
• Reviewed annually
• Reflect market value, individual performance and experience, as well as recognize internal equity |
One year | Cash | ||||||
|
Variable / At-Risk |
Annual Incentive | At-risk compensation to motivate successful execution of annual goals related to Nutrien’s strategy | • Metrics, weighting and performance standards determined annually based on annual and strategic business plans
• Payouts are determined based on actual performance relative to pre-determined goals and are not guaranteed
• Maximum upside opportunity of two times target incentive |
One year | Cash | |||||||
|
Long-term Incentives
|
Performance Share Units (PSUs) | Align the interests of executives and shareholders and reward achievement of sustained long-term performance relative to peers |
• Represents 50% of long-term incentives
• Performance multiplier based on Total Shareholder Return (TSR) relative to PSU Peer Group
• Payouts are based on share price at the end of the performance period and the resulting performance multiplier
• Performance multiplier has a threshold level of performance required (no guaranteed payout) and a maximum multiplier of 200%
• Performance multiplier capped at 100% if TSR over the performance period is negative
• Overlapping awards align executives with the creation of shareholder value over successive three-year periods |
Three years | Cash | |||||||
| Stock Options | Align compensation with the creation of shareholder value | • Represents 50% of long-term incentives
• Potential value based on increase in share price from the date of grant
• Vest 25% per year over four years on anniversary date of grant |
Ten years | Equity | ||||||||
| Indirect Compensation | ||||||||||||
|
Fixed |
Other Elements
|
Retirement Arrangements | Attraction and retention tools that reflect competitive market practice and focus on the well-being of the executives |
• Defined Contribution/401(k) Plans and Defined Benefit (Dr. Sully only) with substantially the same terms as available to other employees
• Supplemental retirement arrangements for top executives
| ||||||||
| Benefits |
• Insurance, health, welfare and post-retirement benefits with substantially the same terms as available to other employees
| |||||||||||
| Perquisites | • Generally limited to an automobile allowance, financial counseling and an annual health examination
| |||||||||||
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Nutrien’s target total direct compensation for the NEOs has an emphasis on variable/at-risk compensation, supporting our strong pay-for-performance culture and creating alignment with shareholders.
Nutrien benchmarks NEO compensation levels using a peer group of companies (the Compensation Peer Group).
The HR&C Committee annually commissions its independent consultant to review the criteria and composition of the peer group. The criteria for inclusion in the Compensation Peer Group consists of:
| ✓ | autonomous, publicly traded companies |
| ✓ | companies in similar industries headquartered or with their executive team based in Canada or the U.S. |
| ✓ | companies of a similar size, measured by revenue (generally one half to two times Nutrien’s size) with consideration to assets, enterprise value and market capitalization |
The Compensation Peer Group utilized in making the compensation decisions described in this CD&A was comprised of the following companies:
|
• Air Products and Chemicals, Inc.
• Archer-Daniels-Midland Company
• Bunge Limited
• CF Industries Holdings, Inc.
• Deere & Company
• Eastman Chemical Company
|
• Ecolab Inc.
• Enbridge Inc.
• FMC Corporation
• Huntsman Corporation
• Linde plc
• LyondellBasell Industries N.V.
|
• Newmont Corporation
• PPG Industries, Inc.
• Suncor Energy Inc.
• The Mosaic Company
• The Sherwin Williams Company
• TC Energy Corporation |
In 2020, the HR&C Committee approved changes to the Compensation Peer Group to include Corteva Inc., Dow Inc., and Dupont de Nemours Inc. and remove Huntsman Corporation. The updated Compensation Peer Group will inform 2021 compensation decisions.
Overall, Nutrien targets the 50th percentile of the target total direct compensation (salary plus annual and long-term incentives at target) of the Compensation Peer Group, with the flexibility to recognize the unique roles and responsibilities of Nutrien’s incumbents, their particular expertise relative to market and internal pay equity.
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Base salaries are reviewed every year and adjusted (as needed) to maintain market competitiveness with the Compensation Peer Group and to reflect the distinct skill set of the individual executives. In 2020, based on the review completed, the HR&C Committee saw no need to increase base salaries of the NEOs.
| NEO | Position | Currency | 2019 | 2020 | Percentage Change | |||||||||
| Chuck Magro |
President & CEO | CAD | $1,700,000 | $1,700,000 | 0% | |||||||||
| Pedro Farah |
EVP & CFO | CAD | $ 975,000 | $ 975,000 | 0% | |||||||||
| Mike Frank |
EVP & CEO, Retail | USD | $ 932,000 | $ 932,000 | 0% | |||||||||
| Ken Seitz |
EVP & CEO, Potash | CAD | $ 800,000 | $ 800,000 | 0% | |||||||||
| Raef Sully |
EVP & CEO, Nitrogen and Phosphate | USD | $ 560,000 | $ 560,000 | 0% | |||||||||
Our Annual Incentive Plan is a key element in supporting our pay-for-performance philosophy. Each NEO’s annual incentive opportunity is determined by performance in up to four components, with an emphasis on key operating and financial metrics:
| 1. | safety, health and environmental (SHE) performance at both the corporate and operating segment (“segment”) levels; |
| 2. | Nutrien corporate performance reflecting results against both financial and strategic metrics that include Nutrien’s environmental, social and governance performance; |
| 3. | Nutrien segment performance (assessed as an average for Chuck Magro and Pedro Farah and for their respective lines of responsibility for Mike Frank, Ken Seitz and Raef Sully); and |
| 4. | individual performance. |
The Annual Incentive Plan was modified for the 2020 plan year to introduce strategic metrics at both the Nutrien and operating segment levels to measure and reward initiatives critical to the longer-term success of the organization. In addition, both Mr. Magro and Mr. Farah now have a portion of their award based on metrics directly tied to the operating segments, thus supporting a culture of collaboration and shared achievements. The incentive targets continue to be set as a percentage of salary, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual goals.
The HR&C Committee and the board have the ability to apply informed judgment to adjust outcomes based on market, operational and other realities that may not have been contemplated in the scorecard formula.
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Performance Component
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Magro
|
Farah
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Frank
|
Seitz
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Sully
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Performance Metrics
| ||||||||
| SHE |
Nutrien |
✓ | ✓ | ✓ | ✓ | ✓ | Leader Visibility in Safety Initiatives | |||||||
| Average Segment |
✓ | ✓ | Total Recordable Injury Frequency (TRIF) Lost Time Injury Frequency (LTIF) Environmental Incident Rate (EIR) | |||||||||||
| Retail |
✓ | |||||||||||||
| Potash |
✓ | |||||||||||||
| Nitrogen/Phosphate |
✓ | |||||||||||||
| Nutrien |
Corporate Performance |
✓ | ✓ | ✓ | ✓ | ✓ | Adjusted Net Earnings per Share (EPS)(1) | |||||||
| Adjusted Cash from Operations(1) | ||||||||||||||
| Cash Selling, General & Administrative Expenses (excluding Retail)(1) | ||||||||||||||
| Leadership Development | ||||||||||||||
| Demonstrated Progress Across ESG | ||||||||||||||
| Global Employee Engagement | ||||||||||||||
| Segment |
Average Segment |
✓ | ✓ | Operating Segment Adjusted EBITDA (All Segments) | ||||||||||
| Retail |
✓ | Operating Efficiency (Retail) Digital Platform Revenue (Retail) | ||||||||||||
| Potash |
✓ | Cash Cost of product manufactured per tonne(1) (Potash, Nitrogen, Reliability (Nitrogen, Phosphate) | ||||||||||||
| Nitrogen/Phosphate |
✓ | Investment and Project Delivery (Potash, Nitrogen, Phosphate) | ||||||||||||
Notes:
| (1) | We use non-IFRS financial measures to supplement our financial statements, which are presented in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board unless otherwise stated. Certain non-IFRS financial measures are used to measure performance and settle executive compensation. See page 70 for more information. |
Target Annual Incentive Opportunity
The table below outlines the annual incentive targets as at December 31, 2020 for our NEOs and the weighting of the various performance components applicable to each. The actual performance multiplier can range from 0% to 200% of target.
| 2020 Annual Incentive | Performance Component Weighting | |||||||||||||||||||||||||||||||||||||||
| NEO | 2020 Salary(1) | Target (% of Salary) |
Target | SHE | Corporate | Operating Segment |
Individual | |||||||||||||||||||||||||||||||||
| Chuck Magro |
$ | 1,267,522 | 140 | % | $ | 1,774,530 | 10 | % | 45 | % | 20 | % | 25 | % | ||||||||||||||||||||||||||
| Pedro Farah |
$ | 726,961 | 90 | % | $ | 654,265 | 10 | % | 45 | % | 20 | % | 25 | % | ||||||||||||||||||||||||||
| Mike Frank |
$ | 967,846 | 90 | % | $ | 871,062 | 11.5 | % | 31.5 | % | 32 | % | 25 | % | ||||||||||||||||||||||||||
| Ken Seitz |
$ | 596,481 | 90 | % | $ | 536,833 | 11.5 | % | 31.5 | % | 32 | % | 25 | % | ||||||||||||||||||||||||||
| Raef Sully |
$ | 581,538 | 90 | %(2) | $ | 523,385 | 11.5 | % | 31.5 | % | 32 | % | 25 | % | ||||||||||||||||||||||||||
Notes:
| (1) | Actual salary earned in 2020. None of our NEOs received an increase in base pay in 2020, however earnings of US-based employees increased from 2019 given the occurrence of 27 biweekly pay periods in the year. Salaries earned in Canadian dollars have been converted to U.S. dollars at a 2020 average annual exchange rate of $1.00 = CAD$1.3412. |
| (2) | In a final step towards post-merger alignment, Dr. Sully’s annual incentive target was increased to 90% to align with that of his internal peers. |
2020 Annual Incentive Plan Decisions
2020 Safety, Health & Environment (SHE) Results
We operate in an industry where our people are exposed to workplace situations with the potential to cause injury. Keeping them safe, healthy and secure is a core value. Our safety culture starts with our people leaders and extends to everyone
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involved in our business. That is why a key focus on our SHE score is based on leading indicators to entrench a safety culture in our business.
| • | Leader Visibility in Safety Initiatives measures the number of hours a week senior leaders are directly engaged in safety initiatives and activities, with reference to target hours across the entire organization. This includes activities such as leading a toolbox / tailgate meeting, safety inspections and pre-startup safety reviews. Direct engagement in safety activities by senior leaders is key to driving the right culture which supports safety performance and positive outcomes. |
| • | Total Recordable Injury Frequency (TRIF) measures the total number of recorded injuries per 200,000 hours worked. |
| • | Lost Time Injury Frequency (LTIF) measures the number of injuries resulting in lost time per 200,000 hours worked. |
| • | Environmental Incident Rate (EIR) measures the number of environmental incidents per 200,000 hours worked. |
| Corporate SHE Objectives | Threshold (50%) |
Target (100%) |
Maximum (200%) |
Results | 2020 Score |
Weighting |
Weighted | ||||||||||||||||||||||||||||
| Leader Visibility (% of target hours) |
80 | % | 100 | % | 120 | % | 175 | % | 200 | % | 60 | % | 120.0 | % | |||||||||||||||||||||
| Total Recordable Injury Frequency (TRIF) |
1.54 | 1.28 | 1.01 | 1.10 | 167 | % | 10 | % | 16.7 | % | |||||||||||||||||||||||||
| Lost Time Injury Frequency (LTIF) |
0.44 | 0.34 | 0.28 | 0.25 | 200 | % | 20 | % | 40.0 | % | |||||||||||||||||||||||||
| Environmental Incident Rate (EIR) |
0.14 | 0.10 | 0.06 | 0.07 | 175 | % | 10 | % | 17.5 | % | |||||||||||||||||||||||||
| Corporate SHE Score |
194 | % | |||||||||||||||||||||||||||||||||
| Retail SHE Score |
200 | % | |||||||||||||||||||||||||||||||||
| Potash SHE Score |
140 | % | |||||||||||||||||||||||||||||||||
| Nitrogen and Phosphate SHE Score |
182 | % | |||||||||||||||||||||||||||||||||
2020 Corporate and Operating Segment Results
We ensure our NEOs are aligned with the interests of our shareholders by employing financial and strategic metrics aligning with Nutrien’s longer term success.
| • | Corporate Objectives: Financial |
| o | Adjusted net earnings per share (EPS) closely measures near-term shareholder value creation and serves to align executive interests with those of shareholders. |
| o | Adjusted Cash from Operations measures the strength and performance of our operations and serves to focus executives on ensuring sufficient cash is generated from Nutrien’s core business to maintain and grow the company. |
| o | Cash Selling, General and Administrative Expenses (Cash SG&A)(Excl. Retail) governance ensures executives continued focus on cost control and management of Corporate overhead. |
| • | Corporate Objectives: Strategic |
| o | Leadership Development promotes the ongoing engagement, development and retention of key leaders, critical to Nutrien’s continued success. |
| o | Demonstrated Progress Across Sustainability Strategic Pillars serves to align near-term shareholder value creation with Nutrien’s longer term strategic initiatives related to environment, social and governance. |
| o | Global Employee Engagement Score ensures the continued focus on employee experience to attract, develop and engage our employees and deliver value through the strength of our people. |
| • | Operating Segment Objectives are listed on page 49, and include adjusted EBITDA, operating efficiency, reliability, cash cost or product manufactured and project related metrics. |
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2020 Corporate and Operating Segment Results
| Corporate Objective | Threshold (50%) |
Target (100%) |
Maximum (200%) |
Results | 2020 Score |
Weighting |
Weighted | ||||||||||||||||||||||||||||
| Adjusted EPS (US$/share) |
$ | 1.40 | $ | 2.10 | $ | 2.60 | $ | 1.80 | 79 | % | 28 | % | 22 | % | |||||||||||||||||||||
| Cash from Operations (US$ millions) |
$ | 2,675 | $ | 3,075 | $ | 3,355 | $ | 2,847 | 72 | % | 28 | % | 20 | % | |||||||||||||||||||||
| Cash SG&A (Excl. Retail) (US$ millions) |
$ | 320 | $ | 305 | $ | 290 | $ | 260 | 200 | % | 11 | % | 22 | % | |||||||||||||||||||||
| Financial Performance Indicators | 96 | % | 67 | % | 64 | % | |||||||||||||||||||||||||||||
| Strategic Performance Indicators(1) | 200 | % | 33 | % | 67 | % | |||||||||||||||||||||||||||||
| Corporate Score |
131 | % | |||||||||||||||||||||||||||||||||
| Retail Business Unit Score |
172 | % | |||||||||||||||||||||||||||||||||
| Potash Business Unit Score |
129 | % | |||||||||||||||||||||||||||||||||
| Nitrogen and Phosphate Business Unit Score |
119 | % | |||||||||||||||||||||||||||||||||
Notes:
| (1) | Strategic performance indicators, as described on page 50, ensure we align our NEO compensation with the execution of Nutrien’s strategy in support of our longer term success. In 2020, we had excellent outcomes related to these strategic metrics. In the area of Leadership Development, key senior leaders successfully completed their own training milestones and contributed to the development of a core curriculum to be rolled out to other key personnel. We successfully achieved significant improvement in ESG ratings year over year with enhanced disclosures and reporting tools and we published our first ESG Report. We also advanced our purpose driven culture and employee engagement as evidenced by an employment engagement score of 89%. |
2020 Individual Performance Achievements
| NEO | 2020 Key Results | Individual Score |
||||
| Chuck Magro |
• Delivered strong operational performance, including industry leading safety, health and environment results and progressed on all key metrics publicly identified in 2020, despite COVID-19, trade uncertainties, and cyclical low fertilizer prices. • Advanced strategic priorities by investing over $200 million in acquisitions for Retail, primarily in Brazil and the U.S., continued to progress our leading Retail digital platform, high-return Nitrogen brownfield expansions, and Potash automation as well as the sale of our equity stake in the Misr Fertilizers Production Company S.A.E (MOPCO) for $540 million. • Proactive management of the balance sheet and disciplined capital allocation to maintain our dividend and complete the strategic investments identified above which continue to grow and optimize our business. • Further advanced Nutrien’s purpose driven culture, employee development, and engagement which was evidenced by our 2020 employee engagement survey results of 89%. • Established a Global Inclusion Council, a new equity, diversity and inclusion center of excellence, and recruited a new Vice President to further progress outcomes on diversity and inclusion. • Significant progress made on sustainability, where ESG scores improved by approximately 20%, and launched Nutrien’s carbon management and sustainable agriculture program. |
131 | % | |||
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| NEO | 2020 Key Results | Individual Score |
||||
| Pedro Farah |
• Managed capital structure through the pandemic to support strong liquidity and stability, including bond issuance in the aggregate principal amount of $1.5 billion senior notes with average coupon rates below 3% and improved rating agency metrics. • Advanced Nutrien Financial; delivering continued improvements in credit and collection scores and reduced over 90 day past due receivables by more than 30%. • Successfully executed tax planning initiatives achieving discrete tax savings in 2020 and a 50% lower effective tax rate. • Returned over $1.2 billion to shareholders through dividends and share repurchase while maintaining a strong balance sheet and investment-grade credit rating. • Ensured continued effective cost controls reducing Corporate cash G&A spending by proactively managing budget expectations. |
135 | % | |||
| Mike |
• Drove clear strategic and tactical plans, focused on organic EBITDA growth in 2020, delivering a record increase of 10.5% growth, or $127 million, primarily through sustainable market share gains and pricing discipline. • Successful integration of the Ruralco acquisition valued at more than $400 million. Delivered synergies exceeding deal model target by 168%. • Grew Brazil operations with run-rate annual sales exceeding $500 million. • Grew online digital orders to more than $1.2 billion, more than doubling the 2020 target of $500 billion and the 2019 total of $260 million. • Sustained market share growth with a 1% gain in the U.S. crop protection market, growing the Nutrien Ag Solutions share from 25.7% to 26.7%. |
140 | % | |||
| Ken Seitz |
• Successfully met surging demand for fall application via production and supply chain execution, resulting in record full-year North American sales volumes. • Achieved a record low cash cost of product manufactured for the year of $59 per tonne through cost control and production efficiencies. • Successfully completed collective bargaining agreements at three mine sites further securing stable operations into the future. • Advanced Next Generation potash program with specific progress on the initial implementation of machine vision monitoring and autonomous mining, including operationalizing 100% of our mining fleet at our Rocanville site to run with the operator not present during shift changes as well as outfitting mining machines at our Lanigan site with surface remote operation capabilities. • Progressed self-generated heat and power initiatives that will improve reliability, reduce environmental footprint and reduce per tonne costs going forward. |
120 | % | |||
| Raef |
• Achieved record safety performance across leading and lagging safety indicators and led the launch of Nutrien’s new safety, health, and environmental strategy to grow a Culture of Care. • Delivered strong Nitrogen sales volumes supported by recent expansion projects and higher operating rates at our North American plants. • Lowered per tonne controllable cash costs through continuous improvement initiatives that improved plant reliability and reduced fixed costs. • Advanced Nitrogen brownfield projects that will further increase capacity, improve plant reliability, and increase energy efficiencies. • Progressed greenhouse gas emission reduction projects and emerging nitrogen production technologies, including low carbon ammonia and nutrient use efficiency products. |
170 | % | |||
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The table below outlines actual annual incentive payouts as at the year ending December 31, 2020 for our NEOs and the weighting of the various performance components applicable to each. The actual performance multiplier can range from 0% to 200% of target.
| 2020 |
Target (% of |
SHE Performance |
Corporate Performance |
Business Unit Performance |
Individual Performance |
Overall Score (%) of Target |
2020 Annual Incentive Payout(1) |
|||||||||||||||||||||||||||||||||||||
| NEO | Weight | Score | Weight | Score | Weight | Score | Weight | Score | ||||||||||||||||||||||||||||||||||||
| Chuck Magro | $ | 1,267,522 | 140% | 10% | 184% | 45% | 131% | 20% | 140% | 25% | 131% | 138% | $ | 2,450,623 | ||||||||||||||||||||||||||||||
| Pedro Farah | $ | 726,961 | 90% | 10% | 184% | 45% | 131% | 20% | 140% | 25% | 135% | 139% | $ | 910,081 | ||||||||||||||||||||||||||||||
| Mike Frank | $ | 967,846 | 90% | 11.5% | 198% | 31.5% | 131% | 32% | 172% | 25% | 140% | 154% | $ | 1,342,088 | ||||||||||||||||||||||||||||||
| Ken Seitz | $ | 596,481 | 90% | 11.5% | 156% | 31.5% | 131% | 32% | 129% | 25% | 120% | 130% | $ | 700,485 | ||||||||||||||||||||||||||||||
| Raef Sully | $ | 581,538 | 90% | 11.5% | 186% | 31.5% | 131% | 32% | 119% | 25% | 170% | 143% | $ | 749,669 | ||||||||||||||||||||||||||||||
Notes:
| (1) | Compensation paid in Canadian dollars has been converted into U.S. dollars at a 2020 average annual exchange rate of $1.00 = CAD$1.3412. |
The long-term incentive program provides the NEOs with an opportunity to receive variable compensation contingent on Nutrien’s long-term performance.
Long-term incentives are the most important component in Nutrien’s reward strategy, as these programs align the interests of NEOs, executives and senior leaders with the interests of our shareholders, motivate leaders to deliver shareholder value over various time horizons, mitigate potential compensation risk by virtue of the longer time horizon and allow us to attract, motivate and retain key talent. Nutrien achieves these objectives by using a combination of Performance Share Units and Stock Options. See “Schedule B – Nutrien Long-Term Incentive Plans” for the terms and conditions attached to the Nutrien 2020 long-term incentive awards.
The HR&C Committee believes that this mix of long-term awards will continue to focus our executives on long-term value creation and thereby align their interests with those of our shareholders. The HR&C Committee further believes that the long-term incentive program supports a balanced approach to risk management.
Performance Share Units (PSUs)
The PSUs cliff vest and are settled in cash at the end of three years, contingent on achievement of predetermined performance conditions over the three-year performance period. The performance criteria is currently based on Nutrien’s relative Total Shareholder Return (TSR). Looking forward to future PSU awards, Nutrien is reviewing the design of its PSU plan and intends to add a second performance metric for awards granted in 2022.
At the end of the three-year performance period, Nutrien’s TSR performance is compared to that of the PSU Peer Group (discussed below). Dividend equivalents accrue and are also cash settled at the end of the performance period. Performance is assessed at the end of each year, with the resulting three years averaged over the full performance period to determine the performance multiplier. The multiplier and vesting conditions apply to both the original grant and dividend equivalents.
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The graph below illustrates the performance range and multiplier that can range from 0% to 200% of target.
|
|
• No PSUs will pay out if Nutrien’s TSR is below the 25th percentile.
• The maximum performance multiplier is 200% of target, which is earned when the performance is at or above the 75th percentile.
• If Nutrien’s TSR is negative over the performance measurement period, the performance multiplier is capped at 100%. |
| Given the diverse nature of the Corporation’s business, the HR&C Committee has found it challenging to set a PSU Peer Group derived solely of Nutrien’s direct competitors. Therefore, a group of companies with some competitive overlap has been identified and used, consisting of competitors in one or more segments of our business, competitors for shareholder investment or companies with similar business models. The criteria for inclusion in the PSU Peer Group consists of:
✓ companies in the fertilizer or agricultural industries;
✓ companies with comparable market capitalization; and
✓ companies that have a similar risk profile.
It is anticipated that the PSU Peer Group will evolve over time to reflect these criteria, with a view to ensuring the change in peers does not result in unintended consequences. |
The HR&C Committee considers it appropriate to establish separate peer groups for compensation and performance assessment purposes. The Compensation Peer Group consists of North American companies that represent our primary market for executive talent, whereas the PSU Peer Group is a more global array of companies that represent reasonable investment alternatives for shareholders. | |||
The PSU Peer Group utilized for the 2020 grant was comprised of the following companies:
|
• AGCO Corporation
• Archer-Daniels-Midland Company
• Bunge Limited
• CF Industries Holdings, Inc.
• Corteva Inc. |
• Deere & Company
• FMC Corporation
• Incitec Pivot Limited
• Ingredion Incorporated |
• Israel Chemicals Ltd.
• K+S Aktiengesellschaft
• The Mosaic Company
• Yara International ASA |
For PSU awards to be granted in 2021, the HR&C Committee approved the addition of Sociedad Quimica v Minera.
Stock options align our executives with the expectations of shareholders as any value realized is dependent on an increase in Nutrien’s share price. They are long-term in nature, with a ten-year term and vesting period over four years which also encourages retention.
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2020 PSU and Stock Option Grants
At the beginning of 2020, Nutrien granted long-term incentives to the following NEOs.
| Target Award Value (% of salary) |
Long-term Incentive Mix | Number Granted | ||||||||||||||||||||||||||||
| NEO | Performance Share Units |
Stock Options | Performance Share Units(1) |
Stock Options(2) | ||||||||||||||||||||||||||
| Chuck Magro |
625 | % | 50 | % | 50 | % | 84,803 | 604,069 | ||||||||||||||||||||||
| Pedro Farah |
275 | % | 50 | % | 50 | % | 21,400 | 152,439 | ||||||||||||||||||||||
| Mike Frank |
215 | % | 50 | % | 50 | % | 21,066 | 150,057 | ||||||||||||||||||||||
| Ken Seitz |
250 | % | 50 | % | 50 | % | 65,448 | (3) | 113,707 | |||||||||||||||||||||
| Raef Sully |
250 | % | 50 | % | 50 | % | 14,718 | 104,841 | ||||||||||||||||||||||
Notes:
| (1) | Number of PSUs granted was based on Nutrien’s average share price for the month of December 2019 on the NYSE of $47.56. |
| (2) | Number of stock options granted was based on an exercise price of $42.23 per share and the option value ratio used for financial reporting purposes of 16%. |
| (3) | In order to compensate Mr. Seitz for unvested equity awards forfeited from his previous employer, he received a one-time transitional grant of 49,485 PSUs in addition to his annual grant. See “2020 Executive Compensation – Summary Compensation Table – Note 9”. |
Management Equity Ownership Requirements
NEOs and certain other designated executive officers are expected to hold an amount of equity equal to a multiple of base salary within five years of their appointment. PSUs (which track the value of the common shares at the target level of achievement) count towards the equity ownership requirements, capped at one-third of the number of PSUs held by the NEO for each year that the PSUs are tracking at or above target. To determine compliance with the equity ownership requirements, the value of common shares is assessed at the higher of (i) the original common share purchase price, and (ii) the market value of the common shares. The value of PSUs is based on market value. Stock options do not count towards the equity ownership requirements. The HR&C Committee reviews the equity ownership of senior executives on a semi-annual basis. All of our NEOs are in compliance with their equity ownership requirements.
See page 45 for information about our Securities Trading Policy, which prohibits directors and officers from entering into certain transactions that could reduce the risk of equity ownership.
The following table sets out the equity ownership interests of our NEOs as at December 31, 2020:
| NEO | Equity Ownership Requirement(1) | Equity Ownership | NEO’s Equity-at-Risk(2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Multiple of Base Salary |
2020 Ownership Requirement(3) |
Common Shares (#) |
Eligible PSUs (#)(4) |
Common Shares |
PSUs(4) | Total Equity Ownership |
Multiple of Base Salary | |||||||||||||||||||||||||||||||||||||||||||
| Chuck Magro |
5x | $ | 6,675,900 | 85,101 | 63,389 | $ | 4,098,464 | $ | 3,052,814 | $ | 7,151,278 | 5.36 | ||||||||||||||||||||||||||||||||||||||
| Pedro Farah |
3x | $ | 2,297,295 | 1,000 | 37,599 | $ | 48,160 | $ | 1,810,768 | $ | 1,858,928 | 2.43 | (5) | |||||||||||||||||||||||||||||||||||||
| Mike Frank |
3x | $ | 2,796,000 | 51,300 | 14,928 | $ | 2,470,608 | $ | 718,932 | $ | 3,189,540 | 3.42 | ||||||||||||||||||||||||||||||||||||||
| Ken Seitz |
3x | $ | 1,884,960 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||||||||||||||||||||||
| Raef Sully |
3x | $ | 1,680,000 | 24,047 | 10,010 | $ | 1,158,103 | $ | 482,082 | $ | 1,640,185 | 2.93 | (5) | |||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Executive officers have five years to comply with equity ownership requirements. Nutrien considers the requirement met if the target is achieved on a prorated basis. |
| (2) | Based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16. |
| (3) | Base salaries paid to NEOs in Canadian dollars have been converted into U.S. dollars at the Bank of Canada exchange rate on December 31, 2020 of $1.00 = CAD$1.2732. |
| (4) | Amounts reported include PSUs credited as dividend equivalents. |
| (5) | On track to comply with management equity ownership requirements within the prescribed five-year period from appointment. |
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Total Shareholder Return – Share Performance Graph
The following graph illustrates Nutrien’s Total Shareholder Return in Canadian dollars, assuming an initial investment of CAD$100 in our common shares on their first day of trading, January 2, 2018 (assuming reinvestment of dividends) and compares it to the return of the S&P/TSX Composite Index during that same three-year period. Long-term incentives represent a significant portion of our NEOs compensation, where the value realized is tied directly to share price performance.
Nutrien’s compensation philosophy aims to align executive interests with those of our shareholders. The Nutrien CEO lookback table, prepared in Canadian dollars, compares the actual value(1) of CEO compensation from each $100 of total direct compensation awarded to the CEO each year, to the value earned by shareholders during the same time period. The intention is to demonstrate the degree of alignment between CEO pay and shareholder return. As is shown in the summary below, shareholder return has exceeded that of Nutrien’s CEO compensation in the one-, two- and three-year time periods shown.
| Year | Value of $100 | |||||||
| Period | Nutrien CEO(1) | Nutrien Shareholders | ||||||
| 2020 |
Jan 1, 2020 to Dec 31, 2020 | $102 | $105 | |||||
| 2019 |
Jan 1, 2019 to Dec 31, 2020 | $ 64 | $106 | |||||
| 2018 |
Jan 1, 2018 to Dec 31, 2020 | $ 81 | $106 | |||||
Notes:
| (1) | Nutrien CEO value of $100 represents the actual value (realized and realizable) to the CEO for each $100 of total direct compensation awarded for each time period specified above. Whereby: the actual value includes the realized and realizable value of the awards granted each year as at December 31, 2020. Realized value includes salary, vested share-based awards, gains realized from stock options exercised and non-equity incentive plan compensation. Realizable value includes the value of share-based awards that have not vested at target performance, and the value of outstanding option-based awards that are in-the-money. Total direct compensation includes salary, share-based awards, options-based awards and non-equity incentive plan compensation as reported in the Summary Compensation Table each year. |
The cost of management ratio expresses the total compensation paid or awarded to the NEOs (including the CEO) as disclosed in the three-year Summary Compensation Table, as a percentage of net earnings and market capitalization of the Corporation:
| 2020 | 2019 | 2018 | ||||||||||
| Total compensation reported for the named executives ($ millions)(1) |
28 | 30 | 46 | |||||||||
| Net Earnings ($ millions) |
459 | 992 | 3,573 | |||||||||
| Market Capitalization ($ millions) |
27,416 | 27,450 | 28,601 | |||||||||
| Cost of Management Ratio (based on Net Earnings) |
6.18% | 3.01% | 1.30% | |||||||||
| Cost of Management Ratio (based on Market Capitalization) |
0.10% | 0.11% | 0.16% | |||||||||
Notes:
| (1) | Total NEO compensation for the top five most highly paid NEOs as set forth in the management proxy circular for that year. |
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|
The following table provides a summary of the compensation earned by our NEOs for services rendered in all capacities during 2020, 2019 and 2018. Nutrien maintains executive compensation in its home currency (Canadian based NEOs are paid in Canadian dollars and U.S. based NEOs are paid in U.S. dollars). All figures, however, are reported in U.S. dollars unless otherwise indicated. Specific aspects of this compensation are dealt with in further detail in the tables and notes on the following pages:
| NEO | Position | Year | Salary(1) ($) |
Share-based Awards(2) ($) |
Option-based Awards(3) ($) |
Non-Equity ($) |
Pension Value(4) ($) |
All Other Compensation(5) ($) |
Total Compensation(6) ($) | ||||||||||||||||||||||||||||||||||||
| Chuck |
President & |
|
2020
|
|
|
1,267,522
|
|
|
3,581,231
|
|
|
4,081,573
|
|
|
2,450,623
|
|
|
725,999
|
|
|
104,305
|
|
|
12,211,253
|
| ||||||||||||||||||||
|
|
2019
|
|
|
1,260,987
|
|
|
4,630,568
|
|
|
4,101,255
|
|
|
1,754,789
|
|
|
514,815
|
|
|
103,865
|
|
|
12,366,279
|
| ||||||||||||||||||||||
| 2018 | 1,234,854 | 3,834,877 | 3,834,890 | 3,405,727 | 540,930 | 38,577 | 12,889,855 | ||||||||||||||||||||||||||||||||||||||
| Pedro |
EVP & CFO |
2020 | 726,961 | 903,722 | 1,030,000 | 910,081 | 418,562 | 39,018 | 4,028,344 | ||||||||||||||||||||||||||||||||||||
| 2019 | 652,887 | 5,571,854 | (7) | 1,034,966 | 573,790 | 272,353 | 143,024 | (7) | 8,248,874 | ||||||||||||||||||||||||||||||||||||
| Mike |
EVP & CEO, |
|
2020
|
|
|
967,846
|
|
|
889,617
|
|
|
1,013,905
|
|
|
1,342,088
|
|
|
467,937
|
|
|
25,724
|
|
|
4,707,117
|
| ||||||||||||||||||||
|
|
2019
|
|
|
923,385
|
|
|
1,092,377
|
|
|
967,495
|
|
|
754,175
|
|
|
283,004
|
|
|
19,400
|
|
|
4,039,836
|
| ||||||||||||||||||||||
| 2018 | 900,000 | 901,615 | 901,620 | 1,175,310 | 315,105 | 88,743 | 4,282,393 | ||||||||||||||||||||||||||||||||||||||
| Ken |
EVP & CEO, |
2020 | 596,481 | 2,763,869 | (8) | 768,295 | 700,485 | 314,642 | 18,615 | 5,162,387 | |||||||||||||||||||||||||||||||||||
| 2019 | 136,824 | Nil | Nil | 542,659 | (8) | 60,471 | 1,816,342 | (8) | 2,556,296 | ||||||||||||||||||||||||||||||||||||
| Raef |
EVP & CEO, |
2020 | 581,538 | 621,541 | 708,390 | 749,669 | (454,813 | )(9) | 31,155 | 2,237,480 | |||||||||||||||||||||||||||||||||||
|
|
2019
|
|
|
522,692
|
|
|
705,657
|
|
|
624,998
|
|
|
376,926
|
|
|
235,840
|
|
|
155,810
|
|
2,621,923 | ||||||||||||||||||||||||
| 2018 | 500,000 | 626,115 | 626,129 | 642,188 | 198,626 | 9,454 | 2,602,512 | ||||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Amounts reported represent the base salary amount paid to NEOs in the years indicated. None of our NEOs received an increase in base salary in 2020, however earnings of U.S.-based employees increased from 2019 given the occurrence of 27 biweekly pay periods in the year. |
| (2) | Amounts reported for 2020, 2019 and 2018 represent the grant date fair value of PSUs awarded in 2020, 2019 and 2018, respectively. The values shown below are derived at a point in time and will be different than the value upon vesting. As such, the 2020, 2019 and 2018 PSU awards are reported on this basis. See page 58 “Outstanding Share-Based and Option-Based Awards” for the value of outstanding PSU awards at December 31, 2020. |
| Assumptions | 2020 Grant Value | 2019 Grant Value | 2018 Grant Value | ||||||||||||
| Grant date fair value |
$ | 42.23 | $ | 53.54 | $ | 44.50 | |||||||||
| Expected life in years |
3 | 3 | 3 | ||||||||||||
| Accounting fair value |
$ | 41.88 | $ | 77.25 | $ | 42.69 | |||||||||
| (3) | Amounts reported for 2020, 2019 and 2018 represent the grant date fair value of stock options awarded in 2020, 2019 and 2018 as calculated for financial reporting purposes (accounting fair value). Grant date fair value has been calculated using the Black-Scholes-Merton option pricing model. Consistent with prevailing market practice, the HR&C Committee approved the use of the accounting value for determining stock option awards to simplify the process and mitigate differences in values between what is delivered and what is reported. As such, the 2020, 2019 and 2018 stock option awards are reported on this basis. Underlying assumptions and values are outlined in the table below. The values shown are “theoretical values” derived at a point in time and will be different than the value upon exercise. See page 58 “Outstanding Share-Based Awards and Option-Based Awards” for the value of outstanding option-based awards at December 31, 2020. |
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| Assumptions | 2020 Grant Value | 2019 Grant Value | 2018 Grant Value | ||||||||||||
| Share price on date of grant |
$ | 42.23 | $ | 53.54 | $ | 44.50 | |||||||||
| Expected life in years |
8.5 | 7.5 | 7.5 | ||||||||||||
| Expected volatility |
29% | 27% | 29% | ||||||||||||
| Expected annual dividend yield |
4.36% | 3.22% | 3.58% | ||||||||||||
| Option value ratio |
16% | 21% | 22% | ||||||||||||
| (4) | Amounts reported include all compensatory items related to the defined benefit and defined contribution plans, including service costs, plan changes and above market earnings. |
| (5) | Amounts reported represent all perquisites and include items such as car allowance, financial planning, vacation payout and executive medicals. In 2020 and 2019, Mr. Magro received vacation payouts from prior years of $68,251 and $71,456, respectively. |
| (6) | For 2020, 2019 and 2018 cash compensation data amounts for compensation paid in Canadian dollars has been converted into U.S. dollars at the average annual exchange rate of U.S. $1.00 = CAD$1.3412, U.S. $1.00 = CAD$1.3268 and U.S. $1.00 = CAD$1.2957, respectively. Defined benefit pension obligations have been converted from Canadian dollars to U.S. dollars using the 2020, 2019 and 2018 Bank of Canada exchange rates on December 31 of $1.00 = CAD$1.2732, $1.00 = CAD$1.2988 and $1.00 = CAD$1.3642, respectively. Equity compensation is denominated in U.S. dollars and thus does not require the application of an exchange rate. |
| (7) | In February 2019, Mr. Farah left a senior position at Walmart to become our Executive Vice President & Chief Financial Officer. In order to compensate him for the market value of his unvested equity awards from his previous employer which were forfeited when he left the company, he received a one-time transitional grant in 2019 of PSUs valued at $3,900,000. This award was solely in connection with the hiring of Mr. Farah and will not be included for purposes of calculating any severance payments. |
| (8) | In October 2019, Mr. Seitz left a senior position at Canpotex to become our Executive Vice President & Chief Executive Officer, Potash. His 2019 salary of $602,954 was prorated to reflect his start date of October 1, 2019. His 2019 target annual incentive opportunity of $542,659 was annualized and paid in full in lieu of his annual incentives which were forfeited when he left his previous employer. In order to compensate him for the market value of his unvested long-term incentive awards from his previous employer which were forfeited when he left the company, he received a 2019 cash bonus of $1,808,863 and a one-time transitional grant in 2020 of PSUs valued at $2,353,520. These awards were solely in connection with the hiring of Mr. Seitz and will not be included for purposes of calculating any severance payments. |
| (9) | To complete post-merger alignment, Dr. Sully was moved into Nutrien’s DB SERP, the same DB SERP in which the rest of Nutrien’s NEOs participate, effective July 1, 2020. This alignment and move to the Nutrien DB SERP resulted in a one-time reduction of $659,418 to the present value of Dr. Sully’s defined benefit obligation in Nutrien’s financial statements. |
Outstanding Share-Based Awards and Option-Based Awards
| The following table provides details regarding outstanding options and share-based awards as of December 31, 2020. In the case of Chuck Magro and Mike Frank, prior to 2018, stock options were granted under the Agrium Stock Option and Tandem SAR Plan. In the case of Raef Sully, prior to 2018, stock options were granted under the applicable PotashCorp 2016 Long-Term Incentive Plan or PotashCorp Performance Option Plan. |
See “Schedule C – Summary of Agrium Legacy Long-term Incentive Plans” and “Schedule D – Summary of PotashCorp Legacy Long-term Incentive Plans” for the terms and conditions attached to the legacy long-term incentive awards.
|
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|
| Option-based Awards(1) | Share-based Awards(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Option Grant Date |
Number of Securities Underlying Unexercised Options |
Options Exercise Price ($) |
Options Expiration Date |
Aggregate ($) |
PSU Grant Date |
Number of PSUs that have not Vested(2) (#) |
Market Value of PSUs that have not Vested (Performance to Date)(2)(3) ($) |
Market Value ($) |
Payout Value ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Chuck Magro | 24-Feb-11 | 6,223 | $ | 40.87 | 24-Feb-21 | $ | 45,366 | 20-Feb-18 | Nil | Nil | Nil | $ | 3,929,205 | |||||||||||||||||||||||||||||||||||||||||||||||
| 20-Feb-12 | 21,825 | $ | 39.59 | 20-Mar-22 | $ | 187,040 | 19-Feb-19 | 93,741 | $ | 4,514,567 | $ | 4,514,567 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 25-Feb-13 | 47,405 | $ | 45.35 | 25-Feb-23 | $ | 133,208 | 18-Feb-20 | 88,780 | $ | 3,420,516 | $ | 4,275,645 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 24-Feb-14 | 199,700 | $ | 40.60 | 24-Feb-24 | $ | 1,509,732 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 25-Feb-15 | 402,452 | $ | 51.96 | 25-Feb-25 | Nil | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 26-Feb-16 | 551,793 | $ | 37.84 | 26-Feb-26 | $ | 5,694,504 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22-Feb-17 | 479,111 | $ | 46.29 | 22-Feb-27 | $ | 895,938 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20-Feb-18 | 391,715 | $ | 44.50 | 20-Feb-28 | $ | 1,433,677 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 364,770 | $ | 53.54 | 19-Feb-29 | Nil | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18-Feb-20 | 604,069 | $ | 42.23 | 18-Feb-30 | $ | 3,582,129 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 3,069,063 | $ | 13,481,594 | Total | 182,521 | $ | 7,935,083 | $ | 8,790,212 | $ | 3,929,205 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Pedro Farah | 19-Feb-19 | 92,051 | $ | 53.54 | 19-Feb-29 | Nil | 19-Feb-19 | 112,797 | $ | 5,432,304 | $ | 5,432,304 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 18-Feb-20 | 152,439 | $ | 42.23 | 18-Feb-30 | $ | 903.963 | 18-Feb-20 | 22,404 | $ | 863,181 | $ | 1,078,977 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 244,490 | $ | 903,963 | Total | 135,201 | $ | 6,295,485 | $ | 6,511,281 | Nil | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mike Frank | 20-Feb-18 | 92,096 | $ | 44.50 | 20-Feb-28 | $ | 337,071 | 20-Feb-18 | Nil | Nil | Nil | $ | 923,807 | |||||||||||||||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 86,050 | $ | 53.54 | 19-Feb-29 | Nil | 19-Feb-19 | 22,114 | $ | 1,065,010 | $ | 1,065,010 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 18-Feb-20 | 150,057 | $ | 42.23 | 18-Feb-30 | $ | 889,838 | 18-Feb-20 | 22,054 | $ | 849,697 | $ | 1,062,121 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 328,203 | $ | 1,226,909 | Total | 44,168 | $ | 1,914,707 | $ | 2,127,131 | $ | 923,807 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ken Seitz | 18-Feb-20 | 113,707 | $ | 42.23 | 18-Feb-30 | $ | 674,283 | 18-Feb-20 | 68,517 | $ | 2,639,823 | $ | 3,229,779 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | 113,707 | $ | 674,283 | Total | 68,517 | $ | 2,639,823 | $ | 3,299,779 | Nil | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Raef Sully | 16-May-13 | 8,000 | $ | 109.45 | 16-May-23 | Nil | 20-Feb-18 | Nil | Nil | Nil | $ | 641,502 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 15-May-14 | 8,789 | $ | 92.83 | 15-May-24 | Nil | 19-Feb-19 | 14,285 | $ | 687,966 | $ | 687,966 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 12-Dec-14 | 7,460 | $ | 87.68 | 12-Dec-24 | Nil | 18-Feb-20 | 15,408 | $ | 593,639 | $ | 742,049 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 12-May-15 | 12,376 | $ | 80.80 | 12-May-25 | Nil | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11-May-16 | 5,000 | $ | 40.38 | 11-May-26 | $ | 38,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20-Feb-17 | 14,154 | $ | 46.80 | 20-Feb-27 | $ | 19,249 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20-Feb-18 | 63,956 | $ | 44.50 | 20-Feb-28 | $ | 234,079 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 55,588 | $ | 53.54 | 19-Feb-29 | Nil | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18-Feb-20 | 104,841 | $ | 43.23 | 19-Feb-30 | $ | 621,707 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 280,164 | $ | 913,935 | Total | 29,693 | $ | 1,281,605 | $ | 1,430,015 | $ | 641,502 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Outstanding awards granted before 2018 have been converted to Nutrien common shares with corresponding adjustments to the exercise prices. December 31, 2020 values are based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16. |
| (2) | Includes PSUs credited as dividend equivalents. |
| (3) | For the 2019 and 2020 PSU grants, reflects the market value of PSUs that have not yet vested based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16 and tracking performance to December 31, 2020 (as applicable). |
| (4) | PSUs granted to Mr. Magro, Mr. Frank and Dr. Sully in 2018 that matured in 2020 were paid out in March 2021 based on Nutrien’s average share price for the month of December 2020 on the NYSE of $48.51 and the performance multiplier of 84% for the period based on Nutrien performance for 2018, 2019 and 2020. |
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|
Incentive Plan Awards – Value Vested or Earned During the Year
The following table provides details regarding the option-based, share-based and non-equity incentive-based awards that vested or were earned during the year ended December 31, 2020:
| Option-based Awards | Share-based Awards | |||||||||||||||||||||||||||||||||||||||
| NEO | Grant Date | Number Vested(1) (#) |
Value Vested or Earned ($) |
Grant Date |
Value Vested or Earned ($) |
Non-Equity Incentive Plan Compensation – Value Earned During the Year(4) ($) | ||||||||||||||||||||||||||||||||||
|
Chuck Magro |
26-Feb-16 | 137,947 | 361,421 | 1-Jan-18 | 3,929,205 | |||||||||||||||||||||||||||||||||||
| 22-Feb-17 | 119,778 | Nil | ||||||||||||||||||||||||||||||||||||||
| 20-Feb-18 | 97,929 | Nil | ||||||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 91,193 | Nil | ||||||||||||||||||||||||||||||||||||||
| Total | 361,421 | Total | 3,929,205 | 2,450,623 | ||||||||||||||||||||||||||||||||||||
|
Pedro Farah
|
19-Feb-19 | 23,013 | Nil | |||||||||||||||||||||||||||||||||||||
| Total | Nil | Total | Nil | 910,081 | ||||||||||||||||||||||||||||||||||||
|
Mike Frank |
20-Feb-18 | 23,024 | Nil | 1-Jan-18 | 923,807 | |||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 21,513 | Nil | ||||||||||||||||||||||||||||||||||||||
| Total | Nil | Total | 923,807 | 1,342,088 | ||||||||||||||||||||||||||||||||||||
|
Ken Seitz |
Total | Nil | Total | Nil | 700,485 | |||||||||||||||||||||||||||||||||||
|
Raef Sully |
11-May-16 | 14,154 | Nil | 1-Jan-18 | 641,502 | |||||||||||||||||||||||||||||||||||
| 20-Feb-18 | 15,989 | Nil | ||||||||||||||||||||||||||||||||||||||
| 19-Feb-19 | 13,897 | Nil | ||||||||||||||||||||||||||||||||||||||
| Total | Nil | Total | 641,502 | 749,669 | ||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Vesting of stock options is determined by the board at the time of grant. For Nutrien and Agrium, stock options generally vest in 25% annual increments over a four year period. For PotashCorp, stock options granted before 2018 vest after a three year period. |
| (2) | The value vested or earned during the year for option-based awards has been calculated based on the number of stock options vested at the time and the share prices at the time of vesting. |
| (3) | Amounts reported include PSUs credited as dividend equivalents. |
| (4) | Represents the total payments to each NEO under Nutrien’s Annual Incentive Plan attributable to performance in 2020. Incentive paid in Canadian dollars has been converted into U.S. dollars at a 2020 average annual exchange rate of $1.00 = CAD$1.3412. |
Options Exercised and Value Realized During the Year
The following table provides details regarding the option-based awards exercised by the NEOs during the year ended December 31, 2020.
| Option-based Awards | |||||||||||||||||||||||||
| NEO | Grant Date | Number Exercised (#) |
Exercise Price | Price on Date of Exercise |
Value Realized During the Year | ||||||||||||||||||||
| Chuck Magro |
25-Feb-10 | 8,251 | $ | 28.35 | $ | 43.23 | $ | 122,775 | |||||||||||||||||
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Number of Securities Issuable and Issued as at December 31, 2020
The following table presents prescribed disclosure of the total potential maximum level of dilution under all of the Corporation’s share-based incentive compensation arrangements providing for the issuance of common shares from treasury as required under Form 51-102F5 – Information Circular. All information in the table is given based on the 569,260,406 outstanding common shares of Nutrien as at December 31, 2020.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||
| (a) | (b) | (c) | |||||||||||||
| Equity compensation plans approved by shareholders | |||||||||||||||
| Nutrien Stock Option Plan |
5,152,396 | $45.89 | 14,225,575 | ||||||||||||
| Agrium Legacy Stock Option/TSAR Plan Approved by Shareholders of Agrium(1) |
4,051,374 | $44.09 | Nil | ||||||||||||
| PotashCorp Legacy Stock Option Plans Approved by Shareholders of PotashCorp(2) |
2,820,915 | (3)(4) | $77.02 | Nil | |||||||||||
| Total: |
12,024,685 | $52.58 | 14,225,575 | ||||||||||||
Notes:
| (1) | At the closing of the merger of our two legacy companies, the Corporation assumed the shareholder-approved legacy Agrium Stock Option Plan (the Agrium Legacy Stock Option Plan) and the outstanding stock options granted under the plan. The Agrium Legacy Stock Option Plan is the only legacy Agrium incentive compensation plan that is settled in treasury shares, as described in “Schedule C – Summary of Agrium Legacy Long-term Incentive Plans.” Outstanding awards denominated in Agrium common shares have been converted to Nutrien common shares (with corresponding adjustments to the exercise prices) using an exchange ratio of 2.23 Nutrien common shares for one Agrium common share. No further stock options may be granted under the Agrium Legacy Stock Option Plan. |
| (2) | At the closing of the merger of our two legacy companies, the Corporation assumed the shareholder-approved legacy PotashCorp Performance Stock Option Plans implemented in the years prior to 2016 and the PotashCorp 2016 Long-Term Incentive Plan (collectively, the PotashCorp Legacy Stock Option Plans), and the outstanding awards (performance stock options, stock options and PSUs) granted under the plans. The PotashCorp Legacy Stock Option Plans are the only legacy PotashCorp incentive compensation plans that are settled in treasury shares, as described in “Schedule D – Summary of PotashCorp Legacy Long-term Incentive Plans.” Only performance stock options and stock options remain outstanding and outstanding awards denominated in PotashCorp common shares have been converted to Nutrien common shares (with corresponding adjustments to the exercise prices) using an exchange ratio of 0.4 Nutrien common shares for one PotashCorp common share. No further awards may be granted under the PotashCorp Legacy Share-Based Plans. |
| (3) | Under the PotashCorp 2016 Long-Term Incentive Plan, 862,074 stock options outstanding are not subject to performance vesting criteria. |
| (4) | Under the PotashCorp Performance Stock Option Plans implemented between 2011 and 2015, an aggregate of 1,958,841 performance stock options that are outstanding were subject to performance vesting criteria. For the performance stock options, the amount reported reflects actual units vested based on relevant performance vesting criteria. |
The annual burn rates over the last three financial years for common shares granted annually under the Stock Option Plan are as set out in the table below. In accordance with the rules of the Toronto Stock Exchange, the burn rate is calculated by dividing the number of share-based awards granted under the share-based compensation arrangement during the applicable fiscal year by the weighted average number of securities outstanding for the applicable fiscal year, expressed as a percentage:
| Share-based Compensation Arrangements | 2020 Burn Rate | 2019 Burn Rate | 2018 Burn Rate | ||||||||||||
| Nutrien Stock Option Plan | 0.40 | % | 0.24 | % | 0.30 | % | |||||||||
Legacy awards made under the Agrium Legacy Stock Option Plan and the PotashCorp Legacy Stock Option Plan will continue to vest and be exercised or settled until all stock options are exercised, expire or are terminated in accordance with their terms (the last expiry date is in 2027) following which the legacy plans will terminate.
NEOs participate in both registered (or qualified) plans and non-registered (or non-qualified) plans. The plans are of the defined contribution (DC Plans) or defined benefit (DB Plans) type. Participants also participate in a defined benefit supplemental executive retirement plan (DB SERP). In a final step towards post-merger alignment, Dr. Sully was moved into the Nutrien DB SERP, effective July 1, 2020.
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Summary of Retirement Arrangements
| Magro, Farah, Frank, Seitz and, for credited service effective July 1, 2020 forward, Sully | ||
| DC Plan |
• Nutrien contributes up to 9% of eligible earnings to the maximum imposed by the Income Tax Act (Canada).
• While tax contribution limits for the DC Plans differ between Canada and the U.S., for consistency, Nutrien bases the 401(k) Savings Plan company limit on the Canadian DC Plan for the participating U.S. NEOs. | |
| DB SERP |
• Provides a pension benefit of 2% of the average of the three years’ highest earnings multiplied by years of service as a designated executive.
• Earnings for pre-2020 service are defined as salary in excess of the Canadian DC Plan eligible earnings, plus actual incentive to a maximum of the target incentive, capped at $2,500,000 for the CEO and $1,000,000 for other NEOs.
• Earnings for post-2019 service are defined as salary in excess of the Canadian DC Plan eligible earnings, plus target incentive to a maximum of 50% of the NEO’s base salary.
• Nutrien does not grant additional service credit, except as needed to recognize the notice period in the event an NEO is terminated without cause.
• Total pension payable is further limited to 70% of final salary.
• Normal retirement is age 60. Early retirement is available at age 55, however pension benefits are reduced by 6% for each year retirement occurs before age 60.
• Benefits are paid for life with a spousal survivor pension of 60% of the NEO’s pension or a 15-year guarantee for an NEO without a spouse at retirement.
• Participants that enter the plan vest at 16.7% per year.
• The DB SERPs are unfunded; benefits are paid from Nutrien’s general revenues.
• The DB SERP for Canadian NEOs is secured through a letter of credit or surety bond held by a third-party trustee. The DB SERP for the U.S. NEOs is not secured. | |
| Sully (for credited service from date of hire to June 30, 2020) | ||
| DB Plan |
• Provides a pension benefit of 1.5% of final average monthly compensation restricted by IRS pay limits, multiplied by years of benefit service.
• Final average monthly compensation is the average of the highest 60 months while active in the plan.
• Earnings are defined as total compensation including amounts under the annual incentive plan.
• Normal retirement is age 65. Early retirement is available at age 55 with at least five years of service, however pension benefits are reduced by 6% for each year that the benefit begins between ages 65 and 60; plus 4% for each year that the benefit begins between ages 60 and 55. | |
| Legacy DB SERP | • Provides a pension benefit of 1.5% of final average monthly compensation calculated without regard to the IRS limitations multiplied by years of benefit service less pension benefits paid from the DB Plan noted above.
• Benefits are paid in the form of a lump sum payment.
• The Legacy DB SERP benefits are paid from Nutrien’s general revenues through a Rabbi Trust. | |
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Retirement Arrangements Value Disclosure
The following table presents the benefits accumulated under the DC Plans as of December 31, 2020:
| NEO |
Accumulated ($) |
Compensatory(1) ($) |
Accumulated ($) | ||||||||||||
| Chuck Magro |
396,781 | 12,450 | 469,898 | ||||||||||||
| Pedro Farah |
17,562 | 12,450 | 43,362 | ||||||||||||
| Mike Frank |
98,205 | 12,905 | 160,974 | ||||||||||||
| Ken Seitz |
15,546 | 7,608 | 35,043 | ||||||||||||
| Raef Sully | 224,903 | (2) | 8,550 | 314,303 | |||||||||||
Notes:
| (1) | Dollar accumulated value amounts have been converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on December 31, 2020 and 2019 of $1.00 = CAD$1.2732 and $1.00 = CAD$1.2988, respectively and the compensatory amounts at the 2020 annual average exchange rate of $1.00 = CAD$1.3412. |
| (2) | Dr. Sully’s value at start of year was updated from that reported in the 2020 circular to incorporate an account transfer early in 2020. |
The following table presents, as at December 31, 2020, accrued pension obligations and projected annual retirement benefits associated with the DB Plan and DB SERPs payable to NEOs assuming the NEOs were to retire as of the stated dates.
| NEO | Number of years credited service(1) (#) |
Annual benefits payable(1)(2)(3) |
Opening present value of defined benefit obligation(4)(7) ($) |
Compensatory ($) |
Non- ($) |
Closing present ($) | ||||||||||||||||||||||||||||||||||
| At year end(7) | At age 60(7) | At age 65(7) | ||||||||||||||||||||||||||||||||||||||
| Chuck Magro |
11.161 | 435,249 | 750,638 | 931,772 | 5,961,012 | 713,549 | 1,202,838 | 7,877,399 | ||||||||||||||||||||||||||||||||
| Pedro Farah |
1.917 | 34,463 | 34,463 | 125,469 | 293,767 | 406,112 | 76,808 | 776,687 | ||||||||||||||||||||||||||||||||
| Mike Frank |
3.285 | 69,629 | 157,368 | 277,013 | 774,372 | 455,032 | 194,198 | 1,423,602 | ||||||||||||||||||||||||||||||||
| Ken Seitz |
1.250 | 19,862 | 151,918 | 231,594 | 60,761 | 307,034 | 68,975 | 436,770 | ||||||||||||||||||||||||||||||||
| Raef Sully |
8.417 | 111,176 | 199,529 | 264,975 | 1,573,044 | (463,363 | )(8) | 168,332 | 1,278,013 | |||||||||||||||||||||||||||||||
Notes:
| (1) | None of the NEOs have been credited with additional years of service above the years of service actually provided to the Corporation. |
| (2) | The normal retirement age for all NEOs is 60. The normal retirement age for Dr. Sully’s Legacy DB SERP is 65, however, reduced benefits are available at age 55 with 5 years of service. |
| (3) | The projected annual pension benefits are calculated assuming the highest average earnings remain unchanged from December 31, 2020. |
| (4) | The present value of defined benefit obligations is the actuarial value of projected benefits for service accrued to the beginning of year and end of year. The calculation of the amounts shown in the table used actuarial assumptions and methods that are consistent with those used for calculating pension obligations disclosed in the respective consolidated financial statements. For key assumptions used, see the notes to the Corporation’s audited consolidated financial statements. |
| (5) | The amount related to service cost and compensation changes differ from the assumptions (as utilized for purposes of calculating pension obligations as disclosed in the Corporation’s audited consolidated financial statements). |
| (6) | The amount related to items such as interest on the obligation, the impact of changes in the discount rate assumption and changes in the U.S. exchange rate for Canadian-based executives. |
| (7) | For Canadian plan members, the annual benefits payable and the defined benefit obligations as at December 31, 2020 have been converted from Canadian dollars to U.S. dollars using the exchange rate on December 31, 2020 of $1.00 = CAD$1.2732. The defined benefit obligation as at December 31, 2019 was converted at the December 31, 2019 exchange rate of $1.00 = CAD$1.2988. The remaining components were converted at the 2020 average annual exchange rate of $1.00 = CAD$1.3412. |
| (8) | To complete post-merger alignment, Dr. Sully was moved into Nutrien’s DB SERP, the same DB SERP in which the rest of Nutrien’s NEOs participate, effective July 1, 2020. This alignment and move to the Nutrien DB SERP resulted in a one-time reduction of $659,418 to the present value of Dr. Sully’s defined benefit obligation in Nutrien’s financial statements. |
Employment Agreements, Termination & Change in Control
The HR&C Committee believes that executive employment agreements for the Corporation’s senior executives are a necessary component of a competitive executive compensation program and an important risk management tool by creating certainty in severance and other benefits payable upon certain termination events.
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Our CEO and his direct reports have each entered into a standardized executive employment agreement with Nutrien.
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The following table presents the incremental amounts payable to each NEO in two different circumstances, assuming the event occurred on December 31, 2020. There are no incremental amounts payable if the NEO retires, resigns voluntarily or is terminated for cause, or on a change in control without termination. PSUs and stock options are treated according to the terms and conditions of the long-term incentive plans. See below for information about the NEO employments agreements.
| NEO |
Termination without Cause/ – No Change in Control(1) |
Termination without Cause/ Constructive Dismissal – Within Two Years of a Change in Control(1) | ||||||||
| Chuck Magro |
||||||||||
| Salary/Annual Incentive |
$ | 6,409,048 | $ | 6,409,048 | ||||||
| Benefits |
$ | 64,926 | $ | 64,926 | ||||||
| Long-term Incentives |
||||||||||
| PSUs(2) |
Nil | $ | 8,790,210 | |||||||
| Stock Options(3) |
Nil | $ | 4,522,949 | |||||||
| Pension Benefits |
$ | 1,365,819 | $ | 1,365,819 | ||||||
| Total Compensation |
$ | 7,839,793 | $ | 21,152,952 | ||||||
| Pedro Farah |
||||||||||
| Salary/Annual Incentive |
$ | 2,909,991 | $ | 2,909,991 | ||||||
| Benefits |
$ | 37,876 | $ | 37,876 | ||||||
| Long-term Incentives |
||||||||||
| PSUs(2) |
$ | 4,293,059 | $ | 6,511,280 | ||||||
| Stock Options(3) |
Nil | $ | 903,963 | |||||||
| Pension Benefits |
$ | 810,590 | $ | 810,590 | ||||||
| Total Compensation |
$ | 8,051,516 | $ | 11,173,700 | ||||||
| Mike Frank |
||||||||||
| Salary/Annual Incentive |
$ | 3,541,600 | $ | 3,541,600 | ||||||
| Benefits |
$ | 39,947 | $ | 39,947 | ||||||
| Long-term Incentives |
||||||||||
| PSUs(2) |
Nil | $ | 2,127,131 | |||||||
| Stock Options(3) |
Nil | $ | 1,058,374 | |||||||
| Pension Benefits |
$ | 1,236,911 | $ | 1,236,911 | ||||||
| Total Compensation |
$ | 4,818,458 | $ | 8,003,963 | ||||||
| Ken Seitz |
||||||||||
| Salary/Annual Incentive |
$ | 2,340,622 | $ | 2,340,622 | ||||||
| Benefits |
$ | 34,202 | $ | 34,202 | ||||||
| Long-term Incentives |
||||||||||
| PSUs(2) |
$ | 2,494,951 | $ | 3,299,779 | ||||||
| Stock Options(3) |
Nil | Nil | ||||||||
| Pension Benefits |
$ | 431,302 | $ | 431,302 | ||||||
| Total Compensation |
$ | 5,301,077 | $ | 6,105,905 | ||||||
| Raef Sully |
||||||||||
| Salary/Annual Incentive |
$ | 1,960,000 | $ | 1,960,000 | ||||||
| Benefits |
$ | 43,512 | $ | 43,512 | ||||||
| Long-term Incentives |
||||||||||
| PSUs(2) |
Nil | $ | 1,430,015 | |||||||
| Stock Options(3) |
Nil | $ | 738,747 | |||||||
| Pension Benefits |
$ | 249,437 | $ | 249,437 | ||||||
| Total Compensation |
$ | 2,252,949 | $ | 4,421,711 | ||||||
Notes:
| (1) | Compensation paid in Canadian dollars has been converted into U.S. dollars at the December 31, 2020 exchange rate of $1.00 = CAD$1.2732. |
| (2) | Values for the 2019 and 2020 PSU grants that have not yet vested are based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16 and assumes target performance. The value of Mr. Farah’s 2019 PSU transitional grant and Mr. Seitz’s 2020 transitional grant have been determined at full value without proration in the event of termination with no change in control per the respective employment agreements. Actual payouts will vary depending upon Nutrien’s share price and the percentage of PSUs held by the NEO that vest based on actual performance. |
| (3) | Values for stock options are based on stock options that are in-the-money based on Nutrien’s closing share price on the NYSE on December 31, 2020 of $48.16 and in the event of a change in control assumes immediate full vesting of all stock options held by the NEO as at December 31, 2020. Actual payouts will vary depending upon Nutrien’s share price and the number of stock options held by the NEO that vest. |
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Key Provisions of Employment Agreements
| Magro, Farah, Frank, Seitz and Sully | ||
| Severance Period |
24 months
| |
| Termination without Cause or Resignation for Good Reason – No Change in Control, or Within Two Years of a Change in Control |
The senior executive is entitled to a lump sum cash payment equal to:
• base salary for the severance period;
• annual incentive at target, prorated for the portion of the year worked, plus annual incentive at target for the severance period;
• the cost to Nutrien of benefits for the severance period; and
• the value of Nutrien’s contributions to the DC Plan for the severance period.
The senior executive is also entitled to:
• DB SERP service credit over the severance period; and
• vesting and settlement of PSUs and stock options according to the terms and conditions of our long-term incentive plans.(1)
| |
| Restrictive Covenants |
12-month non-competition provision. | |
| 24-month non-solicitation provision.
| ||
| Recoupment |
Agreement that incentive awards may be subject to recoupment or clawback under the Corporation’s Recoupment Policy.
| |
Notes:
| (1) | In February 2019, Mr. Farah left a senior position at Walmart to become our Executive Vice President & Chief Financial Officer. In order to compensate him for the market value of his unvested equity awards from his previous employer which were forfeited when he left the company, he received a one-time transitional grant in 2019 of PSUs valued at $3,900,000, which vest over a three-year performance period based on actual achievement of performance metrics (less the gross amount Mr. Farah received from his former employer related to its long-term incentive program) and will vest and be paid at full value without proration in the event of his termination. This transitional grant was solely in connection with the hiring of Mr. Farah and will not be included for purposes of calculating any severance payments. |
| In October 2019, Mr. Seitz left a senior position at Canpotex to become our Executive Vice President & Chief Executive Officer, Potash. In order to compensate him for the value of his long-term incentive awards from his previous employer which were forfeited when he left the company, he received a one-time transitional grant of PSUs in 2020 valued at $2,353,520, which vest over a three-year performance period based on actual achievement of performance metrics (less the gross amount Mr. Seitz receives from his former employer related to its long-term incentive program) and will vest and be paid at full value without proration in the event of his termination. These amounts are solely in connection with the hiring of Mr. Seitz and will not be included for purposes of calculating any severance payments. |
For information about our long-term incentive plans, please see the following:
| • | Schedule B – Summary of Nutrien Long-Term Incentive Plans; |
| • | Schedule C – Summary of Agrium Legacy Long-term Incentive Plans; |
| • | Schedule D – Summary of PotashCorp Legacy Long-term Incentive Plans. |
Double Trigger Change in Control Provisions
We define change in control as follows:
| • | the acquisition by a person or entity of 30% or more of Nutrien’s common shares; |
| • | a sale or other disposition of 50% or more of the book value of the fixed assets of the Corporation, or the fixed assets of substantially all of an operating segment of the Corporation (but only with respect to the executives responsible for such operating segment); |
| • | a business combination with another person or entity, unless the total voting power of Nutrien’s common shares before the business combination is at least 50% of the total voting power of the surviving person or entity, and the total such voting power among the holders of Nutrien’s common shares after the business combination is in substantially the same proportion as the total voting power among such holders before the business combination; |
| • | a change of more than 50% in the directors on the board as a result of a contested election of directors; or |
| • | a board resolution indicates that a change in control of the Corporation has occurred or is imminent. |
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We define good reason as follows:
| • | a substantial diminishment of the executive’s authorities, duties, responsibilities or status; |
| • | a reduction in or failure to increase annual base salary, other than in line with other similarly-situated employees; |
| • | a substantial reduction in target compensation that is not replaced by alternative compensation, other than in line with other similarly-situated employees; |
| • | a failure to continue participation in the annual or long-term incentive program in line with other similarly-situated employees, that is not replaced by alternative compensation; |
| • | a failure to continue participation in the benefit plans, retirement program or post-retirement benefits program in line with other similarly-situated employees, other than the discontinuance of a defined benefit pension plan that is replaced by a defined contribution pension plan effective no earlier than the next compensation cycle; |
| • | the assignment of any significant, ongoing duties inconsistent with the executive’s skills, duties, position, responsibilities or status; |
| • | a relocation at the request of the Corporation to more than 80 km from the executive’s current job location or office; or |
| • | a material breach by the Corporation of the executive’s employment agreement. |
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Section Five: General Information
Indebtedness of Directors, Officers and Employees
None of the current or former executive officers, directors or employees of the Corporation or any of our subsidiaries is indebted to the Corporation or any of our subsidiaries, including by way of a guarantee, support agreement, letter of credit or similar arrangement or understanding between us or any of our subsidiaries and another entity.
Interest of Informed Persons in Material Transactions
We are not aware of any material interest, direct or indirect, of any “informed” person of the Corporation (as such term is defined under Canadian securities laws), any proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director, in any transaction since the start of our most recently completed financial year or in any proposed transaction which has or would materially affect us or any of our subsidiaries.
Shareholder proposals to be considered for inclusion in the 2022 management proxy circular must be received by us on or before December 29, 2021 by email to corporatesecretary@nutrien.com, or by mail or courier to Nutrien Ltd., Suite 500, 122- 1st Avenue South Saskatoon, SK Canada S7K 7G3, Attention: Corporate Secretary.
The Corporation has adopted a by-law relating to advance notice of nominations of the directors of the Corporation (the Advance Notice By-Law) which establishes a framework for advance notice of nominations of persons for election to the board. The Advance Notice By-Law sets deadlines of a prescribed number of days before a shareholders’ meeting for a shareholder to notify us of its intention to nominate one or more directors, and explains the information that must be included with the notice for it to be valid. The Advance Notice By-Law applies at an annual or special meeting of shareholders that was called to elect directors (whether or not also called for other purposes), and may be waived by the board. It does not affect the ability of shareholders to requisition a meeting or make a proposal under the Canada Business Corporations Act.
In the case of an annual meeting of shareholders, notice to the Corporation pursuant to the Advance Notice By-Law must be given not less than 30 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date that is the earlier of: (i) the date that a notice of meeting is filed; and (ii) the date that the first public announcement of the date of the annual meeting was made (the notice date), notice may be given not later than the close of business on the 10th day following the notice date. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation pursuant to the Advance Notice By-Law must be given not later than the close of business on the 15th day following the notice date. As of the date of this circular, Nutrien had not received any additional director nominations for the meeting.
Shareholder and Other Stakeholder Engagement
We believe that engaging constructively with our shareholders and other stakeholders is important, including with shareholders on issues such as governance and executive compensation. We have a comprehensive program to regularly engage with our stakeholders.
Shareholders are encouraged to participate in the Corporation’s governance by attending the annual meeting and posing questions to the board and management. The board believes that including an advisory vote on executive compensation opens additional channels of communication between the board and shareholders. Under our Say on Pay and Shareholder Engagement Policy, shareholders who vote against the advisory resolution are encouraged to contact the board to discuss their specific concerns, which are considered and passed on to either or both of the board chair or the HR&C Committee Chair.
We also facilitate votes on shareholder proposals submitted in compliance with applicable law. Voting results are given appropriate consideration in developing Nutrien’s governance policies and compensation philosophy.
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Below are some highlights of our communications and external engagement activities for shareholders and other stakeholders:
| Say on Pay and Shareholder Engagement Policy |
Our Say on Pay and Shareholder Engagement Policy reinforces our commitment to have meaningful and constructive shareholder engagement and to consider the results of our advisory vote on executive compensation. The policy is available on our website at www.nutrien.com/what-we-do/governance.
| |
| Public Disclosure |
Each year, we facilitate various channels of communication through the Corporation’s various public disclosures, such as the annual report, management proxy circular, annual information form, financial statements, news releases and regular updates to our webpage.
| |
| ESG Report |
Our ESG Report is meant to communicate our sustainability priorities with shareholders and stakeholders. The ESG Report provides annual reporting on Nutrien’s approach and strategy on relevant ESG topics.
| |
| Conference Calls with Investment Community |
Management hosts quarterly earnings calls to review financial and operating results, which are accessible to all.
| |
| Investor Day |
Nutrien hosts investor days periodically with analysts and key stakeholders that can include presentations by our senior officers and updates on strategic initiatives. Nutrien held a virtual investor day in November 2020. We aim to host an investor day at least once every 24 months. These events and presentations are made available by webcast and the presentations are posted on our website at www.nutrien.com/investors/events.
| |
| Investor Meetings |
As a result of social distancing measures taken by our company related to COVID-19, Nutrien successfully transitioned in Q1 2020 to conducting investor meetings virtually. This strategy provided an opportunity to engage significantly more with shareholders than in prior years and in a more cost-effective manner.
| |
| Industry Conferences |
Our management team regularly attends (including virtually in 2020) industry and investor conferences to promote and answer questions about our business.
| |
| Contact Information |
We have a dedicated email address for general inquiries and investor and corporate relations contacts and phone numbers on our website at www.nutrien.com/what-we-do/governance.
| |
| Audit Committee Whistleblower Procedures |
Access to the Audit Committee to communicate complaints concerning the Corporation’s accounting, internal accounting controls, or auditing matters is available pursuant to the Audit Committee Whistleblower Procedures which are available on our website at www.nutrien.com/what-we-do/governance.
| |
You can confidentially contact Nutrien’s board chair or the independent directors as a group, by writing to them at Nutrien’s corporate office. These envelopes will be delivered unopened. Please send the sealed envelope to our registered head office, marked as follows:
Private and Strictly Confidential
Nutrien Ltd.
Suite 500, 122- 1st Avenue South
Saskatoon, SK Canada S7K 7G3
Attention: Board Chair
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If you want to confidentially contact Nutrien’s Chair of the Audit Committee, please send your sealed envelope to the same address, marked as follows:
Private and Strictly Confidential
Attention: Chair of the Audit Committee
You can also contact Nutrien’s board through our Corporate Secretary by sending an email to corporatesecretary@nutrien.com.
Other Matters
As of March 29, 2021, we know of no amendment, variation or other matter to come before the meeting other than the matters referred to above.
IFRS Advisory
Unless otherwise stated in this circular or Nutrien’s 2020 Management’s Discussion and Analysis (MD&A) or Annual Information Form, historical financial information relating to Nutrien for 2020 and 2019 presented and discussed in this circular is prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Non-IFRS Financial Measures Advisory
Certain financial measures used in this circular, including “adjusted net earnings per share”, “adjusted cash from operations”, “cash cost of product manufactured”, and “cash selling, general and administrative expenses (excluding Retail)” are non-IFRS financial measures. Non-IFRS financial measures are numerical measures of a company’s historical or future performance, financial position or cash flow that are not specified, defined or determined under IFRS. Non-IFRS financial measures either exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure specified, defined or determined under IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.
Management believes the non-IFRS financial measures provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
The Board approves (on recommendation from the Audit Committee) our presentation of non-IFRS financial measures. The Audit Committee oversees our use of non-IFRS financial measures and reviews any adjustments proposed by management. The HR&CC may also be involved in the process to review any proposed adjustments to non-IFRS financial measures that are used in measuring performance and executive compensation. Except as otherwise described herein, our non-IFRS financial measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. As non-recurring or unusual items arise, we generally exclude these items in our calculation.
For a discussion of how “adjusted net earnings per share” and “cash cost of product manufactured” are calculated and their usefulness to users, including management, as well as for a reconciliation of these non-IFRS financial measures to the most directly comparable measures calculated in accordance with IFRS, please refer to Nutrien’s 2020 MD&A.
Adjusted Cash from Operations
Most directly comparable IFRS financial measure: Cash provided by (used in) operating activities
Definition: Adjusted cash from operations is calculated as cash provided by (used in) operating activities before changes in non-cash operating working capital, adjusted for the after-tax impacts of acquisition and integration related costs, certain realized foreign exchange gain/loss (net of related derivatives), and COVID-19 related expenses (including those recorded under finance costs).
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Why we use the measure and why it is useful to investors: This measures our ability to generate cash from our operations excluding the effects of certain non-operating items. In 2020, we used this as a performance metric for corporate performance for annual incentive calculation purposes.
| Twelve Months Ended December 31 | ||||||||||||||||||||||||||||||||||||
| (millions of US dollars) | 2020 | |||||||||||||||||||||||||||||||||||
| Cash provided by operating activities |
3,323 | |||||||||||||||||||||||||||||||||||
| Adjustments (net of related income tax): |
||||||||||||||||||||||||||||||||||||
| Change in non-cash operating working capital |
(574 | ) | ||||||||||||||||||||||||||||||||||
| Acquisition and integration related costs |
44 | |||||||||||||||||||||||||||||||||||
| Realized foreign exchange loss, net of related derivatives |
5 | |||||||||||||||||||||||||||||||||||
| COVID-19 related expenses |
49 | |||||||||||||||||||||||||||||||||||
| Adjusted cash from operations |
2,847 | |||||||||||||||||||||||||||||||||||
Cash selling, general and administrative (SG&A) expenses (excluding Retail)
Most directly comparable IFRS financial measure: Selling expenses and general and administrative expenses.
Definition: Cash selling, general and administrative expenses (excluding Retail) is calculated as selling expenses plus general and administrative expenses less Retail selling, general and administrative expenses and depreciation and amortization related to our Potash, Nitrogen, Phosphate and Corporate and Others segments.
Why we use the measure and why it is useful to investors: This represents the overhead costs to support our operations excluding Retail and serves to focus executives on ensuring continued cost control to support the Company. In 2020, we used this as a performance metric for corporate performance for annual incentive calculation purposes.
| Twelve Months Ended December 31 | ||||||||||||||||||||||||||||||||||||
| (millions of US dollars) | 2020 | |||||||||||||||||||||||||||||||||||
| Selling expenses |
2,813 | |||||||||||||||||||||||||||||||||||
| General and administrative expenses |
429 | |||||||||||||||||||||||||||||||||||
| Less: |
||||||||||||||||||||||||||||||||||||
| Retail selling expenses |
(2,795 | ) | ||||||||||||||||||||||||||||||||||
| Retail general and administrative expenses |
(135 | ) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization(1) |
(52 | ) | ||||||||||||||||||||||||||||||||||
| Cash selling, general and administrative expenses (excluding Retail) |
260 | |||||||||||||||||||||||||||||||||||
Notes:
| (1) | Depreciation and amortization recorded within selling expenses and general and administrative expenses related to the Potash, Nitrogen, Phosphate and Corporate & Others segments. |
Forward-Looking Statements Advisory
Certain statements and other information included in this circular constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are often accompanied by words such as “anticipate”, “forecast”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this circular, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to: the date of the meeting; our expectations respecting performance of our business; our plans and expectations respecting our board and senior leadership structure; our plans and expectations respecting our corporate governance policies and practices, including those in respect of our sustainability strategy and diversity and inclusion initiatives; and our plans and expectations respecting our compensation-related plans and focus for 2021.
These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements, including the current COVID-19 pandemic. As such, undue reliance should not be placed on these forward-looking statements. The key risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include the risks and uncertainties set forth in our Annual Information Form for the year ended December 31, 2020 and in our filings with the SEC and the Canadian provincial securities commissions.
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We disclaim any intention or obligation to update or revise any forward-looking statements in this circular as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable U.S. federal securities laws.
The directors have approved the contents and mailing of this circular.
| BY ORDER OF THE BOARD OF DIRECTORS | ||
|
Robert A. Kirkpatrick, Q.C. | ||
| March 29, 2021 | ||
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|
|
SCHEDULE A HR&C COMMITTEE WORK PLAN
|
Schedule A – HR&C Committee Work Plan
| Agenda Items |
Q1 |
Q2 |
Q3 |
Q4 |
As Needed |
Board Action | ||||||
| CEO Performance and Compensation | ||||||||||||
| Evaluate CEO performance in prior year against CEO corporate goals and individual objectives, and recommend CEO payouts |
✓ | A | ||||||||||
| Review CEO pay-for-performance analyses |
✓ | I | ||||||||||
| Review pay position relative to Compensation Peer Group |
✓ | ✓ | I | |||||||||
| Recommend CEO annual incentive target, base salary and long-term incentive grants for current year |
✓ | A | ||||||||||
| Review update on CEO goal achievement for current year |
✓ | I | ||||||||||
| Approve proposed CEO performance goals and objectives for coming year |
✓ | A | ||||||||||
| Senior Executive Performance and Compensation (other than CEO) | ||||||||||||
| Approve annual incentive pools for prior year performance, including payouts to senior executives |
✓ | A | ||||||||||
| In consultation with the CEO, approve key performance indicators for senior executives for current year |
✓ | A | ||||||||||
| Review pay position relative to Compensation Peer Group |
✓ | ✓ | I | |||||||||
| Recommend the senior executives annual incentive targets, base salaries and long-term incentive grants for current year |
✓ | A | ||||||||||
| Review update on achievement of corporate goals and key performance indicators |
✓ | ✓ | ✓ | I | ||||||||
| Compensation and Benefit Programs and Design |
||||||||||||
| Recommend executive compensation philosophy and the Compensation and PSU Peer Groups and PSU metrics applicable to the coming year |
✓ | A | ||||||||||
| Review status of pension plan investment performance and administration |
✓ | I | ||||||||||
| Recommend significant changes to compensation plans or benefit programs to the board for approval |
✓ | A | ||||||||||
| Review retirement plan audits (in conjunction with Audit Committee) |
✓ | I | ||||||||||
| Schedule review of program and/or plan design changes for coming year |
✓ | I | ||||||||||
| Approve budgets related to salary increases |
✓ | A | ||||||||||
| Approve payouts related to annual incentive plans and maturing PSU payouts |
✓ | A | ||||||||||
| Approve grants related to current year PSUs, RSUs and stock options to all participants |
✓ | I | ||||||||||
| Monitor performance metrics, estimated payouts and dilution related to annual incentive and long-term incentive plans |
✓ | ✓ | ✓ | ✓ | I | |||||||
| In camera session with EVP and Chief Human Resources and Administrative Officer |
✓ | ✓ | ✓ | ✓ | I | |||||||
| Review North American Pension Committee Charter |
✓ | |||||||||||
| Succession Planning and Diversity and Inclusion | ||||||||||||
| Review CEO and senior executive succession planning, management structure and development |
✓ | ✓ | I | |||||||||
| Review staff succession planning and leadership development |
✓ | ✓ | I | |||||||||
| Review organizational changes |
✓ | I | ||||||||||
| Recommend appointment of new executive officers |
✓ | A | ||||||||||
| Review Workforce Strategy, including the effectiveness of the Employee Diversity and Inclusion Strategy and measured annual and cumulative progress made under it |
✓ | ✓ | I | |||||||||
| Compensation Philosophy and Governance |
||||||||||||
| Review trends and current developments related to executive compensation |
✓ | ✓ | I | |||||||||
| Assess whether executive compensation plans, policies, programs and specific arrangements for senior executives align with the Corporation’s executive compensation philosophy, strategy and principles, taking into account Nutrien’s risk profile and recommend any material changes |
✓ | A | ||||||||||
| Review and monitor compliance with senior executive equity ownership guidelines |
✓ | ✓ | I | |||||||||
| Review trends in termination and change in control practices, senior executive agreement provisions, and incremental and aggregate payments pursuant to officer agreements and corporate policies and programs |
✓ | I | ||||||||||
| Recommend other risk categories assigned to the HR&C Committee |
✓ | A | ||||||||||
| Review labour relations environment |
✓ | I | ||||||||||
| Review of compensation consultant independence and performance |
✓ | I | ||||||||||
| Approve CD&A and diversity and inclusion disclosure in management proxy circular |
✓ | I | ||||||||||
| Review HR&C Committee Charter |
✓ | I | ||||||||||
A - Approve, I – Information Only
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|
|
SCHEDULE B SUMMARY OF NUTRIEN LONG-TERM INCENTIVE PLANS
|
Schedule B — Summary of Nutrien Long-Term Incentive Plans
Nutrien Stock Option Plan
This section presents prescribed disclosure concerning the Stock Option Plan as required under Form 51-102F5 - Information Circular and TSX Company Manual Section 613 - Security-Based Compensation Arrangements.
The Stock Option Plan was implemented by the board on January 1, 2018 and approved by shareholders at the 2018 annual meeting. The Stock Option Plan is a share-based compensation arrangement providing for the issuance of common shares from treasury of the Corporation for the purposes of the rules of the Toronto Stock Exchange.
| Description of Stock Option Plan
| ||||
|
Eligibility |
Granted at the discretion of the HR&C Committee, subject to the specific provisions of the Stock Option Plan, the Corporate Governance Framework and the Corporation’s HR&C Committee Charter.
An eligible participant is any current officer or employee of the Corporation or its affiliates who is eligible to receive stock options under the Stock Option Plan. Non-executive directors of the Corporation are not eligible to participate.
| |||
|
Number of Securities Issuable and Issued as at December 31, 2020: |
As at December 31, 2020, there were 569,260,406 outstanding common shares of Nutrien. As at December 31, 2020:
· Plan Fixed Maximum – the plan fixed maximum under the Stock Option Plan is 19,750,000 common shares, representing 3.47% of the common shares outstanding.
· Total Stock Options Exercised Since Stock Option Plan Inception – 372,029 common shares have been issued under the Stock Option Plan since its inception.
· Number of Common Shares Underlying Outstanding Awards under the Stock Option Plan – 5,152,396 common shares are issuable on exercise of stock options that have been granted and remain outstanding under the Stock Option Plan, representing 0.91% of the common shares outstanding.
· Number of Common Shares Underlying Outstanding Awards under the Stock Option Plan Available for Future Grants – the total number of common shares that are reserved for issuance upon the exercise of stock options and that remain available for future stock option grants under the Stock Option Plan is 14,225,575 common shares, representing 2.5% of the common shares outstanding.
Common shares underlying stock options that are not exercised are available for future stock option grants. Common shares underlying stock options that are exercised are not available for future stock option grants and the plan reserve declines by the number of common shares underlying the stock options.
| |||
|
Burn Rates
|
For information about historical burn rates see page 61.
| |||
|
Insider Participation Limits |
No stock options shall be granted to any participant if such grant, together with any other previously-established share-based compensation arrangement of the Corporation, could result in:
· the number of common shares issuable to insiders at any time pursuant to stock options and any other share-based compensation arrangements exceeding 10% of the issued and outstanding common shares; and
· the issuance to insiders, within a one-year period, of a number of common shares exceeding 10% of the issued and outstanding common shares.
| |||
|
Exercise Price and Fair Market Value |
The exercise price of any stock option shall in no circumstances be lower than the fair market value of the common shares on the date on which the stock option is granted.
Fair market value is based on the volume-weighted average trading price of the common shares on the New York Stock Exchange on the business day immediately preceding such date.
| |||
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|
|
SCHEDULE B SUMMARY OF NUTRIEN LONG-TERM INCENTIVE PLANS
|
| Description of Stock Option Plan
| ||||
|
Vesting
|
Stock options generally vest 25% on the first, second, third and fourth anniversaries of the date of grant.
| |||
|
Exercise Period and Term |
Stock options are generally exercisable once they are vested until the end of their scheduled expiry date. Stock options will generally have a scheduled expiry date of 10 years from the date of grant of the stock option. In no event will a stock option have a scheduled expiry date of later than 10 years from the date of the grant.
| |||
|
Settlement |
Stock options may be settled by cash settlement or, if approved by the Corporation, by a broker-assisted “cashless exercise” or a “net exercise” arrangement.
| |||
|
Circumstances Involving Cessation of Entitlement to Participate in Stock Option Plan
| ||||
|
Retirement |
Stock options credited to the participant in the years before retirement continue to vest in accordance with their terms and must be exercised by the earlier of their scheduled expiry date and the end of the calendar month in which the 5th anniversary of the date of retirement occurs.
Stock options credited to the participant in the year of retirement, prorated to reflect the period between the start of the year of retirement and the month of retirement, continue to vest in accordance with their terms and must be exercised by the earlier of their scheduled expiry date and the end of the calendar month in which the 5th anniversary of the date of retirement occurs.
| |||
|
Resignation without Good Reason |
Stock options credited to the participant that are unvested as of the termination date automatically terminate and are forfeited.
Stock options credited to the participant that are vested as of the termination date must be exercised by the earlier of their scheduled expiry date and the end of the 3rd calendar month following the termination date.
| |||
|
Termination without Cause or Resignation for Good Reason - No Change in Control Involved
|
Stock options credited to the participant as of the termination date that are unvested continue to vest until the earlier of their expiry date and the severance date, and must be exercised by the end of the 3rd calendar month following the severance date. | |||
|
Change in Control |
Stock options do not vest on a change in control unless:
• the successor company fails to continue or substitute the stock options; or
• the participant is terminated without cause or resigns for good reason within two years following the change in control.
Vested stock options must be exercised by their expiry date.
The HR&C Committee has the authority, in connection with a change in control, to accelerate vesting.
| |||
|
Termination with Cause
|
Stock options, vested or unvested, automatically terminate and are forfeited. | |||
|
Other Elements of Stock Option Plan
| ||||
|
Assignability |
Stock options are non-transferable and non-assignable except as follows: non-U.S. taxpayers may transfer a stock option to i) a spouse, ii) a trustee acting on behalf of the participant, iii) a corporation, partnership or trust controlled by the participant or by their immediate family, iv) a legal representative controlled by the participant or their spouse, or v) registered retirement vehicles of the participant.
| |||
|
Financial Assistance |
The Corporation does not provide financial assistance to plan participants in connection with the Stock Option Plan.
| |||
|
Recoupment |
Stock options are subject to recoupment or clawback by the Corporation under the Recoupment Policy of the Corporation.
| |||
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|
|
SCHEDULE B SUMMARY OF NUTRIEN LONG-TERM INCENTIVE PLANS
|
|
Other Elements of Stock Option Plan
| ||||
|
Adjustments |
The Stock Option Plan includes adjustment provisions.
| |||
|
Trading Blackout |
Where a stock option expires during, or within 10 business days after a trading blackout period imposed by the Corporation, then the stock option shall expire 10 days after the blackout period is lifted.
| |||
|
Amending Provisions |
Subject to the restrictions below, the HR&C Committee may amend, suspend, or discontinue the Stock Option Plan, and amend or discontinue any stock options granted under the Stock Option Plan, at any time, provided that no such amendment may materially and adversely affect any previously granted stock option without the consent of the participant, except to the extent required by applicable law.
| |||
| Without limiting the foregoing, the HR&C Committee can amend the Stock Option Plan, and the terms of any stock option granted under the Stock Option Plan, without obtaining shareholder approval, to:
• amend the vesting provisions in circumstances involving the death, disability, retirement or termination of participants;
• amend the provisions relating to a change in control;
• amend the termination provisions (other than with respect to matters requiring shareholder approval as described below);
• amend the eligibility requirements of eligible participants which would have the potential of broadening insider participation (other than to include non-executive directors as eligible participants that would require shareholder approval, as described below);
• add any form of financial assistance;
• amend a financial assistance provision which is more favorable to eligible participants; or
• make other amendments of a housekeeping nature.
Shareholder approval is required to amend the Stock Option Plan to:
• reduce the exercise price or cancel and reissue stock options or other entitlements so as to, in effect, reduce the exercise price;
• change the manner of determining the exercise price so that the exercise price is less than the fair market value on the grant date;
• extend the term of a stock option beyond its original expiry date (except as may be imposed by a trading blackout);
• increase the fixed maximum number of common shares reserved for issuance (including to change from a fixed maximum number of shares to a fixed maximum percentage of shares);
• revise the insider participation limits;
• permit stock options to be transferred or assigned other than in accordance with the existing provisions;
• include non-executive directors as eligible participants; or
• amend the amending provisions.
| ||||
Nutrien PSU/RSU Plan
The PSU/RSU Plan was implemented by the board effective January 1, 2018 to provide for awards of PSUs and RSUs of Nutrien. The following provisions apply in the event that the participant ceases to be entitled to participate in the PSU/RSU Plan.
B3
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|
|
SCHEDULE B SUMMARY OF NUTRIEN LONG-TERM INCENTIVE PLANS
|
| Circumstances Involving Cessation of Entitlement to Participate – PSUs
| ||||
|
Retirement |
PSUs credited to the participant in the years before retirement continue to vest and are settled and paid in cash at the end of the applicable performance period(s), based on actual achievement of the applicable performance metric for each performance period.
PSUs credited to the participant in the year of retirement, prorated to reflect the period between the start of the year of retirement and the month of retirement, continue to vest and are settled and paid in cash at the end of the applicable performance period(s), based on actual achievement of the applicable performance metric for each performance period.
| |||
|
Termination without Cause or Resignation for Good Reason – No Change in Control Involved
|
PSUs credited to the participant on the termination date, prorated to reflect the period between the start of the applicable performance period(s) and the month of the severance date, continue to vest and are settled and paid in cash at the end of the applicable performance period(s), based on actual achievement of the applicable performance metric for each performance period. | |||
|
Change in Control |
PSUs do not vest on a change in control unless:
• the successor company fails to continue or substitute the PSUs, in which case the participant is entitled to receive a cash payment equal to the fair market value of the vested PSUs held by the participant in his or her account as of the date of the change in control; or
• the participant is terminated without cause or resigns for good reason within two years of the change in control, in which case the participant is entitled to receive a cash payment equal to the fair market value of the vested PSUs held by the participant in his or her account as of the termination date.
The date of the change in control or the termination date (as applicable) is the measurement date for purposes of calculating performance. In each case vested PSUs are settled and paid in cash at the greater of target and actual achievement.
The HR&C Committee has the authority, in connection with a change in control, to accelerate vesting and settlement.
| |||
| Circumstances Involving Cessation of Entitlement to Participate – RSUs
| ||||
|
Retirement |
RSUs credited to the participant in the years before retirement continue to vest and are settled and paid in cash at the end of the applicable restricted period(s).
RSUs credited to the participant in the year of retirement, prorated to reflect the period between the start of the year of retirement and the month of retirement, continue to vest and are settled and paid in cash at the end of the applicable restricted period(s).
| |||
|
Termination without Cause or Resignation for Good Reason – No Change in Control Involved
|
RSUs credited to the participant on the termination date, prorated to reflect the period between the start of the applicable restricted period(s) and the month of the severance date, continue to vest and are settled and paid in cash at the end of the applicable restricted period(s). | |||
|
Change in Control |
RSUs do not vest on a change in control unless:
• the successor company fails to continue or substitute the RSUs, in which case the participant is entitled to receive a cash payment equal to the fair market value of the vested RSUs held by the participant in his or her account as of the date of the change in control; or
• the participant is terminated without cause or resigns for good reason within two years of the change in control, in which case the participant is entitled to receive a cash payment equal to the fair market value of the vested RSUs held by the participant in his or her account as of the termination date.
The HR&C Committee has the authority, in connection with a change in control, to accelerate vesting and settlement.
| |||
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|
|
SCHEDULE C SUMMARY OF AGRIUM LEGACY LONG-TERM INCENTIVE PLANS
|
Schedule C – Summary of Agrium Legacy Long-term Incentive Plans
Effective as of the closing of the merger, the Corporation assumed the Legacy Long-term Incentive Plans of Agrium and the outstanding awards issued under the Legacy Long-term Incentive Plans. The following information relates to the Agrium Legacy Long-term Incentive Plans.
Agrium Legacy Stock Option / TSAR Plan
This section presents prescribed disclosure concerning Agrium’s Amended and Restated Stock Option / Tandem Stock Appreciation Rights (TSAR) Plan (the Agrium Legacy Stock Option Plan) as required under Form 51-102F5 — Information Circular and TSX Company Manual Section 613 — Security-Based Compensation Arrangements. The Agrium Legacy Stock Option Plan is Agrium’s only share-based compensation arrangement for purposes of the rules of the Toronto Stock Exchange.
No further awards may be issued under the Agrium Legacy Stock Option Plan. Legacy awards will continue to vest and be exercised or settled until all stock options are exercised, expire or are terminated in accordance with their terms (the last expiry date is in 2027), following which the Agrium Legacy Stock Option Plan will be terminated.
The following information is given as of December 31, 2020. Outstanding awards denominated in Agrium common shares have been converted to Nutrien common shares (with corresponding adjustments to the exercise prices) using an exchange ratio of 2.23 Nutrien common shares for every one Agrium common share.
| Description of Agrium Legacy Stock Option Plan
| ||||
| Eligibility |
Granted at the discretion of the board.
Eligible participants include:
• for stock options granted on or before December 31, 2014, any officer or employee;
• for stock options granted on and after January 1, 2015, executive officers; and
• for stock options granted on and after January 1, 2016, executive officers or certain other members of senior leadership.
Non-executive directors are not eligible. No stock options are held by non-executive directors. | |||
|
Number of Securities Issuable and Issued as at December 31, 2020 |
As at December 31, 2020, there were 569,260,406 outstanding common shares of Nutrien. As at December 31, 2020:
• Plan Fixed Maximum – the total fixed maximum number of common shares issuable under the Agrium Legacy Stock Option Plan, including common shares that have been issued upon the exercise of stock options since inception of the Agrium Legacy Stock Option Plan, when combined with any other security-based compensation arrangement of the corporation, is 41,590,894 common shares, representing 7.31% of the common shares outstanding;
• Total Stock Options Exercised Since Plan Inception – a total of 26,354,032 stock options have been exercised under the Agrium Legacy Stock Option Plan since its inception in 1994, representing 4.63% of the common shares outstanding;
• Number of Common Shares Underlying Outstanding Stock Options – the total number of common shares issuable on the exercise of actual stock options that have been granted and remain outstanding under the Agrium Legacy Stock Option Plan is 4,051,374 common shares, representing in the aggregate 0.71% of the common shares outstanding; and
• Number of Common Shares Available for Future Grants – the total number of common shares that remain available for future stock option grants is nil.
Common shares underlying stock options that are not exercised or that are terminated on the exercise of TSARs are not available for future stock option grants.
In 2020, no stock options were granted.
| |||
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|
|
SCHEDULE C SUMMARY OF AGRIUM LEGACY LONG-TERM INCENTIVE PLANS
|
| Description of Agrium Legacy Stock Option Plan
| ||||
| Insider Participation Limits |
The maximum number of common shares in respect of which stock options have been granted to any one optionee pursuant to any security-based compensation arrangement of the corporation and which remain outstanding shall not exceed 5% of the outstanding common shares as at the date of the grant of the stock option.
The maximum number of common shares which are issuable to insiders at any time pursuant to any security-based compensation arrangement of the corporation shall not exceed 10% of the common shares as at the date of the grant of the stock option.
The maximum number of common shares which may be issued to insiders within a one-year period pursuant to any security-based compensation arrangement of the corporation shall not exceed 10% of the outstanding common shares as at the date of the grant of the stock option.
The maximum number of common shares which may be issued to any one insider within a one-year period pursuant to any security-based compensation arrangement of the corporation shall not exceed 5% of the outstanding common shares as at the date of the grant of the stock option.
| |||
|
Exercise Price |
The board can determine the exercise price. Where not determined, the exercise price will be the closing price on the NYSE in U.S. dollars on the last day preceding the date of grant.
In no circumstance may the exercise price be lower than the market price of the common shares on the date of the grant of the stock options.
| |||
|
Vesting |
Unless otherwise determined by the board at the time of grant, stock options vest 25% on the first, second, third and fourth anniversaries of the date of grant.
| |||
|
Exercise Period and Term |
Stock options are generally exercisable once they are vested until the end of their scheduled expiry date. Stock options will generally have a scheduled expiry date of 10 years from the date of grant of the stock option.
In no event will a stock option have a scheduled expiry date of later than 10 years from the date of the grant. | |||
|
Calculating Market Appreciation of TSARs |
Stock options granted on or before December 31, 2014 may be granted with TSARs. The ability to grant TSARs with stock options was eliminated effective January 1, 2015.
Where TSARs are exercised by the optionee, a cash amount (less withholdings) is payable to the optionee equal to the appreciation in value of the underlying common shares between the day of grant and the day of exercise. The amount payable on exercise of a TSAR is different for non-U.S. and U.S. taxpayers. For non-U.S. taxpayers, the amount payable is the highest price on the day of exercise. For U.S. taxpayers, the amount payable is the closing price on the day of exercise. On exercise of a TSAR, the related option is cancelled.
| |||
|
Ability to Transform Stock Options to SARs |
Stock options may not be transformed by the corporation into TSARs involving the issuance of securities from treasury.
| |||
|
|
||||
| Circumstances Involving Cessation of Entitlement to Participate - For Stock
Options Granted On or Before
| ||||
| Mandatory Retirement Before Age 65 | Stock options continue to vest in accordance with their terms and must be exercised by the earlier of the expiry date and four years following the date of mandatory retirement. | |||
|
Retirement Age 60 or Older
|
Stock options continue to vest in accordance with their terms and must be exercised by their expiry date.
| |||
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|
|
SCHEDULE C SUMMARY OF AGRIUM LEGACY LONG-TERM INCENTIVE PLANS
|
| Circumstances Involving Cessation of Entitlement to Participate - For Stock
Options Granted On or Before
| ||||
|
Retirement Age 55 to 59 (with 20 years’ service)
|
Stock options continue to vest in accordance with their terms and must be exercised by the earlier of the expiry date and four years following the date of retirement.
| |||
|
Retirement Age 55 to 59 (without 20 years’ service)
|
Stock options continue to vest for 60 days post-retirement in accordance with their terms and must be exercised by the earlier of the expiry date and four years following the date of retirement.
| |||
|
Resignation without Good Reason
|
Stock options continue to vest for 60 days following the date of resignation in accordance with their terms and must be exercised by the earlier of the expiry date and 60 days following the date of resignation.
| |||
|
Termination without Cause (Including Constructive Dismissal) – Not Involving a Change in Control
|
Stock options vest on the date of termination in accordance with their terms and must be exercised by the earlier of the expiry date and one year following the severance date.
| |||
|
Change in Control |
Stock options vest at the time of the change in control and must be exercised by the earlier of the expiry date and any expiry date set by a resolution of the board. However, all stock options granted on or before December 31, 2012 had already vested prior to the merger.
| |||
|
Termination with Cause or any Other Termination, other than upon a Change in Control
|
Unvested stock options continue to vest for 60 days following termination in accordance with their terms and must be exercised by the earlier of the expiry date and 60 days following the date of termination.
| |||
|
|
||||
| Circumstances Involving Cessation of Entitlement to Participate - For Stock
Options Granted On or After
| ||||
|
Retirement Age 60 or Older |
Stock options continue to vest in accordance with their terms and must be exercised by their expiry date.
| |||
|
Retirement Age 55 to 59 |
Unvested stock options as of the date of retirement are forfeited.
Vested options must be exercised by the earlier of the expiry date and five years following the date of retirement.
| |||
|
Resignation without Good Reason |
Unvested stock options as of the date of retirement are forfeited.
Vested stock options must be exercised by the earlier of the expiry date and 90 days following the date of resignation.
| |||
|
Termination without Cause (Including Constructive Dismissal) – Not Involving a Change in Control |
Unvested stock options continue to vest until the severance date.
Vested stock options must be exercised by the earlier of the expiry date and 90 days following the severance date.
| |||
|
Change in Control |
Stock options do not vest on change in control unless:
• the successor company fails to continue or substitute the stock options; or
• the stock options are continued or substituted and the optionee is terminated without cause or resigns for good reason within two years following the change in control.
Vested stock options must be exercised by their expiry date.
| |||
|
Termination with Cause
|
All vested and unvested stock options as of the date of termination are forfeited.
| |||
C3
Table of Contents
|
|
SCHEDULE C SUMMARY OF AGRIUM LEGACY LONG-TERM INCENTIVE PLANS
|
| Other Elements of Agrium Legacy Stock Option Plan
| ||||
|
Assignability |
Stock options are non-transferable and non-assignable except as follows: non-U.S. taxpayers may transfer a stock option to i) a spouse, ii) a trustee acting on behalf of the optionee, iii) a corporation, partnership or trust controlled by the optionee or by the optionee’s immediate family, iv) a legal representative controlled by the optionee or optionee’s spouse, or v) registered retirement vehicles of the optionee. | |||
|
Amending Procedure |
Subject to the restrictions below, the board may amend, suspend, or discontinue the Plan, and amend or discontinue any Options granted under the Plan, at any time, provided that no such amendment may alter or impair any previously granted Option without the consent of the holder. Without limiting the foregoing, the board can amend the Plan, and the terms of any stock option granted under the Plan, without obtaining shareholder approval, to:
• amend the vesting provisions in circumstances involving the retirement, termination, death, or disability of optionees;
• amend the provisions relating to a change in control;
• amend the termination provisions (other than to extend the expiry date of the term (except as may be imposed by a trading blackout) in circumstances that would require shareholder approval, as described below);
• amend the eligibility requirements of eligible participants which would have the potential of broadening insider participation (other than to include non-executive directors as eligible participants that would require shareholder approval, as described below);
• add any form of financial assistance;
• amend a financial assistance provision which is more favourable to eligible participants;
• add a cashless exercise feature, payable in cash or securities, whether or not the feature provides for a full deduction of the number of underlying common shares from the reserved common shares;
• add a deferred or restricted share unit or any other provision which results in eligible participants receiving securities while no cash consideration is received by the corporation; or
• make other amendments of a housekeeping nature.
Shareholder approval is required to amend the Agrium Legacy Stock Option Plan to:
• increase the share reserve (including to change from a fixed maximum number of shares to a fixed maximum percentage of shares);
• change the manner of determining the exercise price so that it is below the market price at grant;
• include non-executive directors as eligible participants;
• amend the assignment and transfer provisions; or
• amend the amending provisions.
Shareholder approval is required to amend stock options granted under the Agrium Legacy Stock Option Plan to:
• reduce the exercise price or cancel and reissue stock options so as to, in effect, reduce the exercise price;
• extend the expiry date of the term (except as may be imposed by a trading blackout); and
• permit stock options to be transferred or assigned other than in accordance with the existing provisions.
| |||
C4
Table of Contents
|
|
SCHEDULE C SUMMARY OF AGRIUM LEGACY LONG-TERM INCENTIVE PLANS
|
| Other Elements of Agrium Legacy Stock Option Plan
| ||||
|
Financial Assistance
|
The Corporation does not provide financial assistance to participants in relation to stock options.
| |||
|
Recoupment
|
Stock options are subject to recoupment or clawback by the Corporation.
| |||
|
Adjustments |
The number of stock options granted may be adjusted in the event of a corporate reorganization or change in control.
With respect to stock options granted on or before December 31, 2012, the optionee may vote or otherwise participate in change in control transactions on the same basis as if their vested and unvested Options had been exercised.
The board has the authority, in connection with a change in control transaction, to accelerate vesting in order to permit optionees to exercise all of their stock options subject to and conditional upon the completion of such transaction.
| |||
|
Trading Blackout |
Where the stock option expires during, or within five trading days after a trading blackout period, then the stock option shall expire 10 days after the blackout period is lifted.
| |||
Agrium Legacy Stock Appreciation Rights (SAR) Plan
This section describes certain provisions of Agrium’s Amended and Restated Stock Appreciation Rights (SAR) Plan (the Agrium Legacy SAR Plan), pursuant to which senior executives and senior leaders outside of Canada received stand-alone SARs (instead of stock options) which gave the holder the right to receive, on exercise of the SAR, a cash amount (less withholdings) equal to the appreciation in value of the underlying common shares between the day of grant and the day of exercise.
No further awards may be issued under the Agrium Legacy SAR Plan. Legacy awards will continue to vest and be exercised or settled until all SARs are exercised, expire or are terminated in accordance with their terms (the last expiry date is in 2027), following which the Agrium Legacy SAR Plan will be terminated.
| Description of Agrium Legacy SAR Plan
| ||||
|
Eligibility |
Granted at the discretion of the board.
Eligible participants are officers and employees.
| |||
|
Exercise Price |
The board can determine the exercise price. Where not determined, the exercise price will be the closing price on the NYSE in U.S. dollars on the last day preceding the date of grant.
In no circumstance may the exercise price be lower than the market price of the common shares on the date of the grant of the SAR.
| |||
|
Vesting |
Unless otherwise determined by the board at the time of grant, SARs vest 25% on the first, second, third and fourth anniversaries of the date of grant.
| |||
|
Term |
Unless otherwise determined by the board at the time of grant, SARs expire 10 years from the date the SARs are granted.
| |||
|
Circumstances Involving Cessation of Entitlement to Participate
|
Vesting and expiry provisions in the Agrium Legacy SAR Plan applicable for SAR holders who leave the corporation are materially the same as those that apply under the Agrium Legacy Stock Option Plan described above.
| |||
C5
Table of Contents
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
Schedule D – Summary of PotashCorp Legacy Long-term Incentive Plans
Effective as of the closing of the merger, the Corporation assumed the legacy Incentive Compensation Plans of PotashCorp and the outstanding awards issued under the Legacy Long-term Incentive Plans. The following information relates to the Legacy Long-term Incentive Plans of PotashCorp.
PotashCorp Legacy 2016 Long-Term Incentive Plan
This section presents prescribed disclosure concerning PotashCorp’s 2016 Long-Term Incentive Plan (the PotashCorp Legacy 2016 LTIP) as required under Form 51-102F5 - Information Circular and TSX Company Manual Section 613 - Security-Based Compensation Arrangements. The PotashCorp Legacy 2016 LTIP is a share-based compensation arrangement for purposes of the rules of the Toronto Stock Exchange.
No further awards may be issued under the PotashCorp Legacy 2016 LTIP. Legacy awards will continue to vest and be exercised or settled until all stock options are exercised, expire or are terminated in accordance with their terms (the last expiry date is in 2027), and all PSUs are settled, expire or are terminated in accordance with their terms (the last performance cycle ended December 31, 2019), following which the PotashCorp Legacy 2016 LTIP will be terminated.
The following information is given as of December 31, 2020. Outstanding awards denominated in PotashCorp common shares have been converted to Nutrien common shares (with corresponding adjustments to the exercise prices) using an exchange ratio of 0.4 Nutrien common shares for every one PotashCorp common share.
| Description of PotashCorp Legacy 2016 LTIP
| ||||
|
Eligibility |
Officers and employees are eligible to participate in the PotashCorp Legacy 2016 LTIP if selected by the PotashCorp HR&C Committee.
Non-executive directors, non-employee contractors and third-party vendors are not eligible to participate in the PotashCorp Legacy 2016 LTIP.
| |||
|
Types of Awards |
The 2016 LTIP provides for awards of stock options and PSUs. | |||
|
Stock Options:
• Form of Payment: Stock options to purchase treasury common shares at the exercise price (which shall not be less than the Fair Market Value) determined at the date of grant.
• Exercise Period / Performance Period: Stock options generally vest in full on the third anniversary of the grant date.
PSUs:
• Form of Payment: PSUs are settled in treasury common shares, cash or a combination of both.
• Exercise Period / Performance Period: Determined by the PotashCorp HR&C Committee.
| ||||
|
Number of Securities Issuable and Issued as at December 31, 2020 |
As at December 31, 2020, there were 569,260,406 outstanding common shares of Nutrien. As at December 31, 2020:
• Plan Fixed Maximum – the total fixed maximum number of common shares issuable under the PotashCorp Legacy 2016 LTIP, including common shares that have been issued upon the exercise of stock options and settlement of PSUs since inception of the PotashCorp Legacy 2016 LTIP, is 8,400,000 common shares, representing 1.48% of the common shares outstanding;
• Total Stock Options Exercised and PSUs Settled Since Plan Inception – 800,423 stock options have been exercised and 59,137 PSUs have been settled (of which none were settled in cash and 59,137 were settled in common shares) under the PotashCorp Legacy 2016 LTIP since its inception in 2016, representing 0.15% of the common shares outstanding; | |||
D1
Table of Contents
|
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
|
| Description of PotashCorp Legacy 2016 LTIP
| ||||
|
• Number of Common Shares Underlying Outstanding Stock Options– the total number of common shares issuable on the exercise of actual stock options that have been granted and remain outstanding under the PotashCorp Legacy 2016 LTIP is 862,074 common shares, representing 0.15% of the common shares outstanding; and
• Number of Common Shares Available for Future Grants – the total number of common shares that remain available for future stock option and PSU grants is nil.
Common shares underlying stock options that are not exercised are not available for future stock option grants.
In 2020, no stock options were granted.
| ||||
|
Insider Participation Limits |
No awards will be granted to insiders if such awards, together with any other security based compensation arrangements of the Corporation, could result in:
• the number of common shares issuable to insiders at any time under the security based compensation arrangements of the Corporation exceeding 10% of the issued and outstanding common shares; or
• the issuance to insiders under the security based compensation arrangements of the Corporation, within any one year period, of a number of common shares exceeding 10% of the issued and outstanding common shares.
Subject to an adjustment provision, no participant will be granted stock options, in the aggregate, for more than 300,000 common shares during any calendar year. | |||
|
Fair Market Value |
Fair market value is generally the closing price of a common share on the TSX or the NYSE (for participants resident in the U.S. or others designated by the PotashCorp HR&C Committee) on the trading day immediately prior to the date on which fair market value is determined. | |||
| Exercise Price | The PotashCorp HR&C Committee can determine the exercise price of the stock options.
In no circumstance may the exercise price be lower than the fair market value of the common shares on the date of the grant of the stock options. | |||
| Vesting |
Stock options generally vest in full on the third anniversary of the grant date. | |||
| Exercise Period, Term and Manner of Exercise | Stock options are generally exercisable once they are vested until the end of their scheduled expiry date. Stock options will generally have a scheduled expiry date of 10 years from the date of grant of the stock option. In no event will a stock option have a scheduled expiry date of later than 10 years from the date of the grant.
Stock options may be exercised:
• by cash settlement;
• if permitted by the Corporation, by a broker-assisted “cashless exercise” arrangement; or
• if permitted by the Corporation, by a “net exercise” arrangement. | |||
| Circumstances Involving Cessation of Entitlement to Participate – Stock Options
| ||||
| Retirement | Unvested stock options as of the date of retirement continue to vest to the end of the 36th month following the calendar month of the date of retirement.
Vested stock options, including those that vest post-retirement, must be exercised by the earlier of their scheduled expiry date and the end of the 36th calendar month following the calendar month of the date of retirement. | |||
D2
Table of Contents
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
| Circumstances Involving Cessation of Entitlement to Participate – Stock Options
| ||||
| Termination without Cause - Not Involving a Change in Control | Vested stock options as of the date of termination must be exercised by the earlier of the expiry date and the end of the 3rd calendar month following the calendar month of the date of termination. | |||
| Change in Control |
Stock options do not vest on change in control unless:
• the successor company fails to continue or substitute the stock options; or
• the stock options are continued or substituted and the optionee is terminated without cause or resigns for good reason within two years following the change in control.
Vested stock options must be exercised during the period ending at the end of the third calendar month following the calendar month of the event. | |||
| Termination with Cause |
Vested stock options as of the date of termination are exercisable until the earlier of their scheduled expiry date and the end of the calendar month following the calendar month of the date of termination. | |||
| Description of PSUs under PotashCorp Legacy 2016 LTIP
| ||||
| Performance Metrics and Performance Period | The PotashCorp HR&C Committee determines the performance metrics and the performance period that apply to each grant of PSUs, and the formula for determining the number of PSUs that will be earned if performance is at or above the minimum or threshold level of performance or is at or above the target levels of performance, but falls short of maximum achievement. | |||
| Vesting |
PSUs generally vest at the completion of the performance period. Following each performance period, the performance criteria will be measured and the formula will be applied to calculate the number of PSUs that vest (if any). | |||
| Settlement |
At the end of the performance period, each vested PSU shall be paid in cash, in common shares, or a combination of both. | |||
| Circumstances Involving Cessation of Entitlement to Participate – PSUs
| ||||
| Retirement |
PSUs held by the participant continue to vest pro-rata and are settled and paid at the end of the applicable performance periods(s), based on actual achievement of the applicable performance metric for each performance period. | |||
| Termination without Cause - Not Involving a Change in Control |
PSUs held by the participant continue to vest pro-rata and are settled and paid at the end of the applicable performance periods(s), based on actual achievement of the applicable performance metric for each performance period. | |||
| Change in Control |
PSUs do not vest on a change in control unless:
• the surviving or successor company fails to continue or assume the PSUs, or replace the PSUs with an equivalent award; or
• the PSUs are continued, assumed or replaced and the PSU holder is terminated without cause or resigns for good reason within two years of the change in control.
The date of the change in control or the date of termination (as applicable) is the early measurement date for purposes of calculating performance.
In each case vested PSUs are settled and paid in cash at the greater of target and actual achievement. | |||
| Other Elements of PotashCorp Legacy 2016 LTIP
| ||||
| Assignability | PSUs are not assignable except as may be provided in a participant’s award agreement or, at the election of the PotashCorp HR&C Committee, awards may be assigned to a permitted assignee. | |||
D3
Table of Contents
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
| Other Elements of PotashCorp Legacy 2016 LTIP
| ||||
| Amending Procedure | Subject to the restrictions below and compliance with the rules of the TSX and NYSE, the board may amend, suspend, or terminate the PotashCorp Legacy 2016 LTIP or the terms of any previously granted award without obtaining approval of the shareholders of the Corporation. Without limiting the foregoing, the board can amend the PotashCorp Legacy 2016 LTIP without obtaining shareholder approval to make:
• “housekeeping” amendments; • amendments to the vesting provisions; and • amendments necessary to comply with law, stock exchange rules or any other regulatory body.
Shareholder approval is required to amend the PotashCorp Legacy 2016 LTIP or an award agreement to:
• increase the maximum number of common shares that may be issued;
• reduce the exercise price of an outstanding stock option (including by cancelling stock options in exchange for cash, PSUs, or stock options with a lower exercise price);
• extend the term of any stock option beyond 10 years (except in the event of a black-out period) or the date a stock option would otherwise expire;
• amend the PotashCorp Legacy 2016 LTIP to allow a stock option to have a term of greater than 10 years (except in the event of a blackout period);
• increase or delete the percentage limits on common shares issued or issuable to insiders;
• increase or delete the limits on common shares that may be issuable in any one calendar year to a participant;
• expand the assignment provisions;
• permit non-executive directors to participate in the PotashCorp Legacy 2016 LTIP or otherwise add to the categories of participants who may participate in the PotashCorp Legacy 2016 LTIP; and
• amend the provisions with respect to permissible amendments.
No amendment or termination of the PotashCorp Legacy 2016 LTIP or any award agreement will be made if it would adversely affect the existing rights of a participant under the PotashCorp Legacy 2016 LTIP or any award agreement without the participant’s written consent, unless the Corporation chooses to acquire such rights at fair market value as described in the PotashCorp Legacy 2016 LTIP. | |||
| Financial Assistance | The Corporation does not provide financial assistance to participants in relation to stock options or PSUs. | |||
| Recoupment | Participants and awards under the PotashCorp Legacy 2016 LTIP are subject to the terms of the Corporation’s Policy on Recoupment of Unearned Compensation. | |||
| Adjustments | The PotashCorp Legacy 2016 LTIP includes adjustment provisions. | |||
| Trading Blackout | Where a stock option expires during, or within 10 trading days after a trading blackout period, the expiration date of the stock option will be automatically extended to the 10th trading day after the end of the blackout period. | |||
PotashCorp Legacy Performance Options Plans
This section presents prescribed disclosure concerning PotashCorp’s 2009 Performance Stock Option Plan, the 2010 Performance Stock Option Plan, the 2011 Performance Stock Option Plan, the 2012 Performance Stock Option Plan, the 2013 Performance Stock Option Plan, the 2014 Performance Stock Option Plan, and the 2015 Performance Stock Option Plan (collectively, the PotashCorp Legacy Performance Option Plans) as required under Form 51-102F5 - Information Circular and TSX Company Manual Section 613 - Security-Based Compensation Arrangements. The PotashCorp Legacy Performance Option Plans are share-based compensation arrangements for purposes of the rules of the Toronto Stock Exchange.
D4
Table of Contents
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
No further awards may be issued under the PotashCorp Legacy Performance Option Plans. Legacy awards will continue to vest and be exercised and settled until all stock options are exercised, expire or are terminated in accordance with their terms (the last expiry date is in 2025), following which the PotashCorp Legacy Performance Option Plans will be terminated.
The following information is given as of December 31, 2020. The provisions of each PotashCorp Legacy Performance Option Plan are substantially the same for purposes of this disclosure and accordingly the PotashCorp Legacy Performance Option Plans are treated below as one plan. Outstanding awards denominated in PotashCorp common shares have been converted to Nutrien common shares (with corresponding adjustments to the exercise prices) using an exchange ratio of 0.4 Nutrien common shares for every one PotashCorp common share.
| Description of PotashCorp Legacy Performance Option Plans
| ||||
| Eligibility | The eligibility requirements in the PotashCorp Legacy Performance Option Plans are substantially the same as those that apply under the PotashCorp Legacy 2016 LTIP described above.
| |||
| Number of Securities Issuable and Issued as at December 31, 2020 | As at December 31, 2020, there were 569,260,406 issued and outstanding common shares of Nutrien. As at December 31, 2020:
• Plan Fixed Maximum – the total fixed maximum number of common shares issuable under PotashCorp Legacy Performance Option Plans, including common shares that have been issued upon the exercise of stock options under the PotashCorp Legacy Performance Option Plans, is 6,365,900 common shares, representing 1.12% of the common shares outstanding;
• Total Stock Options Exercised Since Plan Inception – a total of 205,050 stock options have been exercised under the PotashCorp Legacy Performance Option Plans, representing 0.04% of the common shares outstanding;
• Number of Common Shares Underlying Outstanding Stock Options under the PotashCorp Legacy Performance Option Plan – the total number of common shares issuable on the exercise of actual stock options that have been granted and remain outstanding under the PotashCorp Legacy Performance Option Plan is 1,958,841 common shares, representing in the aggregate 0.34% of the common shares outstanding; and
• Number of Common Shares Available for Future Grants – the total number of common shares that remain available for future stock option is nil.
Common shares underlying stock options that are not exercised or that are terminated are not available for future stock option grants.
In 2020, no stock options were granted under any of the PotashCorp Legacy Performance Option Plans.
| |||
| Insider Participation Limits | The plan limits in the PotashCorp Legacy Performance Option Plans are substantially the same as those that apply under the PotashCorp Legacy 2016 LTIP described above.
| |||
| Fair Market Value | The calculation of fair market value under in the PotashCorp Legacy Performance Option Plans is substantially the same as the calculation of fair market value under the PotashCorp Legacy 2016 LTIP described above.
| |||
D5
Table of Contents
|
|
SCHEDULE D SUMMARY OF POTASHCORP LEGACY LONG-TERM INCENTIVE PLANS
|
| Description of PotashCorp Legacy Performance Option Plans
| ||||
| Exercise Price | Each stock option grant specifies the exercise price.
In no circumstance may the exercise price be lower than the fair market value of the common shares on the date of the grant of the stock options.
| |||
| Performance Metrics and Performance Period | The PotashCorp HR&C Committee determines the performance metrics that apply to each grant of stock options over a 3-year performance period. The formula for determining the number of stock options that will be earned if performance is at or above the minimum or threshold level of performance or is at or above the target levels of performance, but falls short of maximum achievement, is based on cash flow return on investment and weighted average cost of net debt and equity capital.
| |||
| Vesting | Stock options generally vest over the 3-year performance period. Following each performance period, the performance criteria will be measured and the formula will be applied to calculate the number of stock options that vest (if any).
| |||
| Exercise Period and Term |
Stock options are generally exercisable once they are vested until the end of their scheduled expiry date. Stock options will generally have a scheduled expiry date of 10 years from the date of grant of the stock option.
In no event will a stock option have a scheduled expiry date of later than 10 years from the date of the grant.
| |||
| Circumstances Involving Cessation of Entitlement to Participate
| ||||
| Retirement | Unvested stock options as of the date of retirement continue to vest to the end of the 36th month following the calendar month of the date of retirement.
Vested stock options, including those that vest post-retirement, must be exercised by the earlier of their scheduled expiry date and the end of the 36th calendar month following the calendar month of the date of retirement.
| |||
| Termination without Cause - Not Involving a Change in Control | Vested stock options as of the date of termination must be exercised by the earlier of the expiry date and the end of the 3rd calendar month following the calendar month of the date of termination.
| |||
| Change in Control | Stock options do not vest on change in control unless:
• the successor company fails to continue or substitute the stock options; or
• the stock options are continued or substituted and the optionee is terminated without cause or resigns for good reason within two years following the change in control.
| |||
| Termination with Cause | Vested stock options as of the date of termination are exercisable until the earlier of their scheduled expiry date and the end of the calendar month following the calendar month of the date of termination.
| |||
| Other Elements of PotashCorp Legacy Performance Option Plans
| ||||
| Assignability | The assignability provisions in the PotashCorp Legacy Performance Option Plans are materially the same as those that apply under the PotashCorp Legacy 2016 LTIP described above.
| |||
| Amending Procedure | The amending provisions in the PotashCorp Legacy Performance Option Plans are materially the same as those that apply under the PotashCorp Legacy 2016 LTIP described above.
| |||
| Financial Assistance | The Corporation does not provide financial assistance to participants in relation to stock options.
| |||
| Recoupment | Stock options are subject to recoupment or clawback by the Corporation.
| |||
| Adjustments | The PotashCorp Legacy Performance Option Plans include adjustment provisions.
| |||
| Trading Blackout | The provisions relating to trading blackouts in the PotashCorp Legacy Performance Option Plans are materially the same as those that apply under the PotashCorp Legacy 2016 LTIP described above.
| |||
D6
Table of Contents
Any questions and requests for assistance may be directed to the
Strategic Shareholder Advisor and Proxy Solicitation Agent:
The Exchange Tower
130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario
M5X 1E2
www.kingsdaleadvisors.com
North American Toll-Free Phone:
1-866-581-0507
Email: contactus@kingsdaleadvisors.com
Facsimile: 416-867-2271
Toll-Free Facsimile: 1-866-545-5580
Outside North America, Banks and Brokers Call Collect: 416-867-2272
Exhibit 99.4
NutrienTM Computershare
8th Floor, 100 University
Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class
Holder
Account Number
Fold
Form of Proxy - Annual Meeting of Shareholders to be held
on Monday, May 17, 2021
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
1. As a shareholder you have the right to appoint a person, who need not be a
shareholder of Nutrien Ltd. (the “Corporation”), to attend and act on your behalf at the Annual Meeting of Shareholders of the Corporation to be held on Monday, May 17, 2021 at 5:30 p.m. (Eastern time) (the “Meeting”). This
right may be exercised by inserting such other person’s name in the blank space provided (see reverse) and striking out the names of the persons designated by the Corporation (the “Nutrien Designees”) listed on the reverse and by
delivering the completed form of proxy to the Corporation as indicated below. In addition, if you are appointing a proxyholder other than the Nutrien Designees, YOU MUST go to https://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on
May 13, 2021, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide Computershare with the
required information for your proxyholder so that Computershare may provide your proxyholder with a username via email. This username will allow your proxyholder to log in and vote at the Meeting.
Without a username your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote or submit questions at the Meeting.
2. If the common shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form
of proxy. If you are voting on behalf of a corporation or another individual you must sign this form of proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this form of proxy.
3. This form of proxy should be signed in the exact manner as the name(s) appear(s) on the form of proxy.
4. If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the shareholder.
5. The common shares represented by this form of proxy will be voted as directed by the shareholder, however, if such a direction is not made in respect of any matter, this form of
proxy will be voted as recommended by Management.
6. The common shares represented by this form of proxy will be voted in favour or withheld from voting or voted
against each of the matters described herein, as applicable, in accordance with the instructions of the shareholder, on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted on, the
common shares will be voted accordingly.
7. This form of proxy confers discretionary authority in respect of amendments or variations to matters identified in the
Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.
8. This form of proxy should be read in
conjunction with the accompanying documentation provided by Management.
Fold
Form of Proxies submitted must be received by 5:30 p.m. (Eastern time) on Thursday, May 13, 2021, or, if the Meeting is adjourned or postponed, by not less
than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable.
VOTE USING THE TELEPHONE
OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone To Vote Using the Internet To Virtually Attend the Meeting To Receive Documents
Electronically
Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free
Go to the following web site:
www.investorvote.com
Smartphone? Scan the QR code to vote now.
Via live audio
webcast online at https://web.lumiagm.com/430315424 (password: nutrien2021) on Monday, May 17, 2021 at 5:30 p.m. (Eastern time) and at any adjournment or postponement thereof.
You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.
If you vote by telephone or the Internet, DO NOT mail back this form of proxy.
Voting by mail
may be the only method for common shares held in the name of a corporation or common shares being voted on behalf of another individual.
Voting by mail or by
Internet are the only methods by which a shareholder may appoint a person as proxyholder other than the Management nominees named on the reverse of this form of proxy. Instead of mailing this form of proxy, you may choose one of the two voting
methods outlined above to vote this form of proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
01OM2H
Appointment of Proxyholder
I/We being holder(s) of
common shares of the Corporation hereby
appoint: Charles V. Magro, or failing him, Mayo M. Schmidt OR
Print the name of the person you are appointing if this person is someone other than the Nutrien Designees listed herein.
Note: If you are appointing a proxyholder other than the Nutrien Designees listed to the left, you must return your form of proxy and MUST go to
https://www.computershare.com/Nutrien by 5:30 p.m. (Eastern time) on May 13, 2021, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or
reconvened meeting, as applicable, and provide Computershare with the required information for your proxyholder so that Computershare may provide your proxyholder with a username via email. This username will allow your proxyholder to log in and
vote at the Meeting. Without a username your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote or submit questions at the Meeting.
as my/our proxyholder with full power of substitution and to attend, act and vote for and on behalf of the shareholder in accordance with the following direction (or if no
directions have been given, as the proxyholder sees fit) on the following matters and all other matters that may properly come before the Annual Meeting of Shareholders of the Corporation to be held via live audio webcast online at
https://web.lumiagm.com/430315424 (password: nutrien2021) on Monday, May 17, 2021 at 5:30 p.m. (Eastern time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Fold
1. Election of Directors
For Withhold
01. Christopher M. Burley 02. Maura J. Clark 03. Russell K. Girling
04. Miranda C. Hubbs 05.
Raj S. Kushwaha 06. Alice D. Laberge 07. Consuelo E. Madere 08. Charles V. Magro 09. Keith G. Martell 10. Aaron W. Regent 11. Mayo M. Schmidt 12. Nelson Luiz Costa Silva
For Withhold 2. Re-Appointment of Auditors
Re-appointment of KPMG LLP, Chartered Accountants, as auditor of the Corporation.
For Against
3. Non-Binding Advisory Say on Pay
A non-binding advisory resolution to accept the Corporation’s approach to executive compensation. Fold
Authorized Signature(s)
– This section must be completed for your instructions to be executed. Signature(s) Date
I/We authorize you to act in accordance with my/our instructions set
out above. I/We hereby revoke any form of proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this form of proxy will be voted as recommended by Management.
MM / DD / YY
Interim Financial Statements – Mark this box if you would like to receive
Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.
Annual Financial Statements – Mark this box if you would like
to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.
If you are not mailing back your proxy, you may
register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
NLUQ 311509 AR1