Karen A. Swager
MOSAICAbout Karen A. Swager
Executive Vice President – Operations at The Mosaic Company since November 1, 2023, previously led Mosaic’s Potash operations in Canada (assignment began in 2019) and was a former Cargill employee prior to Mosaic’s 2004 combination, reflected in her legacy participation in Cargill pension plans . Company performance context under her operating remit: 2024 net sales were $11,122.8 million vs. $13,696.1 million in 2023; operating earnings were $621.5 million vs. $1,338.1 million; diluted EPS was $0.55 vs. $3.50, and pay-versus-performance shows a Mosaic TSR value of $123.81 on a $100 initial investment in 2024 (peer group $151.67) . Mosaic’s annual Say‑on‑Pay support was ~93% in 2024, indicating strong shareholder endorsement of executive pay programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mosaic Company | Executive Vice President – Operations | 2023–present (effective Nov 1, 2023) | Accountable for phosphates and potash operations; strategic goals in phosphates competitiveness, potash output post‑K3 expansion, and EHS performance improvement . |
| The Mosaic Company | Leadership of Potash operations in Canada (expatriate assignment) | Began 2019; assignment ended 2020 | Led potash operations; expatriate agreement established for assignment; trailing tax assistance continued in 2024 . |
| Cargill (pre‑2004) | U.S. salaried employees’ pension plan participant | Pre‑Oct 22, 2004 | Background indicates prior operational experience at Cargill before Mosaic combination; legacy pension accrual frozen as of Dec 31, 2004 . |
External Roles
- Not disclosed in 2025 Proxy; no public company directorships or external positions listed for Ms. Swager.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 593,333 | 635,000 |
| Target Short‑Term Incentive (% of Base) | 75% | 75% |
| Target Short‑Term Incentive ($) | 445,000 (593,333×75%) | 476,250 (635,000×75%) |
| All Other Compensation ($) | 672,789 | 229,482 |
2024 perquisite detail:
- Company contributions to defined contribution plans: $148,034 .
- Executive physical: $2,632 .
- Financial & tax planning: $12,000 .
- Life & disability premiums: $15,798 .
- Expatriate expenses (tax consultation/prep): $18,875; tax reimbursements (incl. gross‑up): $36 .
- Dividend equivalents on vested equity: $32,107 .
- Matching charitable contributions: $3,520 .
Performance Compensation
Annual Incentive Program – Structure and 2024 Results
| Short‑Term Incentive Measure | Weight | 2024 Actual | Payout % of Target |
|---|---|---|---|
| Incentive Adjusted Operating Earnings (millions) | 25% | $1,262 | 7.2% |
| Incentive Free Cash Flow (millions) | 20% | $445 | 0.0% (below threshold) |
| Cost Control (composite) | 10% | Composite factor 30.4% | 3.0% |
| SG&A ($mm) | — | $449 | 0.0% |
| Phosphate Price Normalized Earnings ($mm) | — | $444 | 0.0% |
| Potash Price Normalized Earnings ($mm) | — | $694 | 1.0% |
| Mosaic Fertilizantes Price Normalized Earnings ($mm) | — | $333 | 1.1% |
| Mosaic Fertilizantes Distribution Margin ($mm) | — | $35 | 0.9% |
| Performance Product Sales (MES & Aspire) | 10% | 140.0% factor | 14.0% |
| ESG Scorecard (Sustainability & MMS) | 15% | 175.0% factor | 26.3% |
| Strategic Goals (exec‑specific) | 20% | Achieved | 20.0% |
| Corporate sub‑plan total | 100% | 70.5% before safety discretion | 70.5% |
| Discretionary safety adjustment | — | (15.0%) due to fatalities | Final corporate adjusted total: 55.5% |
Swager’s 2024 strategic goals (90% attainment): phosphates strategy for competitiveness and cost savings, potash output maximization post‑K3 expansion, and EHS incident reduction and proactive risk programs .
Annual Incentive – Payout History
| Metric | 2023 | 2024 |
|---|---|---|
| Non‑Equity Incentive Paid ($) | 191,500 | 254,626 (53.5% of target) |
Long‑Term Incentives – Award Mix and Design
- 2024 LTI target value: $1,700,000 (60.5% of target total direct compensation) .
- Mix: 40% time‑based RSUs (3‑year cliff vest); 60% absolute TSR performance units (½ stock‑settled with one‑year post‑vest holding; ½ cash‑settled) .
- TSR units require cumulative positive adjusted net earnings and 10% TSR growth for target; payout ranges 0–200% (threshold at −40% TSR) .
2024 Equity Grants (Grant of Plan‑Based Awards)
| Award Type | Grant Date | Target/Units | Fair Value ($) | Vesting / Settlement |
|---|---|---|---|---|
| RSUs | 3/5/2024 | 21,767 | 680,001 | 3‑year cliff; vest 3/5/2027 |
| TSR Performance Units (stock‑settled) | 3/5/2024 | 8,218 | 510,009 | Performance through 2/28/2027; stock with 1‑yr holding |
| TSR Performance Units (cash‑settled) | 3/5/2024 | 8,218 | 510,009 | Performance through 2/28/2027; cash settlement |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 164,366 shares; less than 1% of class . |
| Shares Outstanding (Record Date) | 317,229,733 . |
| Ownership Guidelines | 3× base salary for executive officers; must hold 100% of shares from vested equity until guideline achieved . |
| Compliance Status | As of Dec 31, 2024, all NEOs were in compliance with guidelines or the retention requirement . |
| Hedging/Pledging | Prohibited for executive officers; no pledging or margin accounts allowed . |
| Options Outstanding | None for Swager (no option awards listed) . |
| RSUs/Performance Units Vesting Within 60 Days (as of Apr 2, 2025) | None disclosed for Swager in 60‑day window . |
| Deferred Compensation Balance | Executive contributions $49,590; company $103,859; earnings $112,636; withdrawals $49,295; balance $1,613,334 (12/31/2024) . |
Outstanding Equity & Vesting Schedule (as of 12/31/2024)
| Award Type | Units | Market/Payout Value ($) | Vest/Perf. Date | Notes |
|---|---|---|---|---|
| RSUs (2022 grant) | 11,139 | 273,797 | 3/3/2025 | Vested 3/3/2025. |
| RSUs (2023 grant) | 12,181 | 299,409 | 3/9/2026 | — |
| RSUs (2024 grant) | 21,767 | 535,033 | 3/5/2027 | — |
| TSR PU (stock‑settled; 2022 cycle) | 8,621 | 211,904 | Perf. ends 2/28/2025; vested 3/3/2025 | 1‑yr holding on stock portion |
| TSR PU (cash‑settled; 2022 cycle) | 8,621 | 211,904 | Perf. ends 2/28/2025; vested 3/3/2025 | Cash |
| TSR PU (stock‑settled; 2023 cycle) | 9,724 | 239,016 | Perf. ends 2/28/2026; vest 3/9/2026 | 1‑yr holding |
| TSR PU (cash‑settled; 2023 cycle) | 9,724 | 239,016 | Perf. ends 2/28/2026; vest 3/9/2026 | Cash |
| TSR PU (stock‑settled; 2024 cycle) | 16,436 | 403,997 | Perf. ends 2/28/2027; vest 3/5/2027 | 1‑yr holding |
| TSR PU (cash‑settled; 2024 cycle) | 16,436 | 403,997 | Perf. ends 2/28/2027; vest 3/5/2027 | Cash |
Note: 2021 TSR performance units paid out at 106.05% of target in March 2024, with stock‑settled shares subject to a one‑year holding period post‑vest .
Employment Terms
| Element | Terms / Economics |
|---|---|
| Severance (no change‑in‑control) | 1.5× base salary plus 1.5× target bonus, pro‑rata current year bonus, 12 months of employer‑portion medical/dental/vision premiums, $25,000 for outplacement, plus certain plan contributions; subject to mitigation . |
| Change‑in‑Control (double trigger required) | 2× base salary plus 2× target bonus, 18 months of employer‑portion medical/dental/vision premiums and executive insurance premiums, $22,000 for financial planning/executive physical if unused, plus restoration contributions; 280G cutback for best net benefit . |
| Post‑termination Restrictions | Non‑solicit and non‑compete for 18 months (24 months following change‑in‑control); confidentiality; cooperation; non‑disparagement . |
| Change‑in‑Control Vesting | Equity awards require “double trigger”; RSUs/TSR units vest upon death/disability or retirement (≥60 years, ≥5 years service) per award terms; stock‑settled TSR units carry a 1‑year post‑vest holding period . |
| Quantified Benefits (as of 12/31/2024) | Termination without cause/good reason: $1,729,185 total; Qualified change‑in‑control termination: $4,762,742 total (includes RSU and TSR unit values at $24.58/share reference) . |
| Clawback | Incentive Compensation Recovery Policy adopted Aug 2023 per SEC/NYSE standards; forfeiture for misconduct/restatements . |
| Gross‑ups | No tax gross‑ups under change‑in‑control agreements; limited gross‑ups in certain perquisite contexts (e.g., relocation, travel, expatriate tax items) . |
Compensation Structure Analysis
- At‑risk pay: Majority of target total direct compensation is performance‑based; for non‑CEO NEOs, average “at‑risk” pay includes RSUs to reflect market variability .
- Balanced metrics and negative discretion: 2024 STIP emphasized financial performance (65% weight), ESG/EHS (15%) and strategic goals (20%). Despite above‑target ESG and performance product sales, payouts were reduced by 15% for NEOs due to safety fatalities—strong signal on safety accountability .
- Long‑term alignment: TSR units require positive adjusted net earnings and ≥10% TSR for target with capped payout; stock‑settled portion has an extra 1‑year holding, strengthening retention and alignment .
Risk Indicators & Governance
- Hedging/pledging ban and ownership guidelines materially reduce misalignment and selling pressure; beneficial ownership table shows no pledges, and guidelines require 100% post‑vest retention until compliance is achieved .
- Say‑on‑Pay: ~93% approval in 2024 indicates investor support for pay design .
- Compensation peer group updated in 2024 to maintain relevance (added Corteva, Ecolab, DuPont; removed Olin, Huntsman, Chemours) .
- Safety oversight: EHSS Committee sets EHS goals for short‑term incentives; 2024 included an MMS effectiveness metric and yielded above‑target ESG/EHS results (MMS score 91, 200% payout on EHS component) .
Equity Ownership & Alignment Details
| Item | 2023 | 2024 |
|---|---|---|
| Stock Awards (Grant‑date Fair Value, $) | 2,162,090 | 1,700,019 |
| Non‑Equity Incentive ($) | 191,500 | 254,626 |
| Total Compensation ($) | 3,594,112 | 2,588,145 |
| Beneficial Shares (#) | — | 164,366 (<1%) |
Investment Implications
- Compensation alignment: High proportion of performance‑linked pay with stringent TSR and earnings conditions plus post‑vest holding reduces short‑termism and ties outcomes to shareholder value; 2024 negative discretion for safety underscores operational risk discipline .
- Insider selling pressure: Upcoming vesting events (2025–2027) include stock‑settled TSR with a mandatory 1‑year hold and executive ownership/retention rules—likely moderating immediate sell pressure even after vesting .
- Retention and change‑in‑control economics: Double‑trigger CoC with 2× cash multiple for NEOs and prorated vesting mechanics provide retention stability without shareholder‑unfriendly gross‑ups, limiting entrenchment risk while maintaining competitive protections .
- Execution focus: Swager’s strategic goals emphasize ROCE improvements, phosphates competitiveness, and potash output, with 90% attainment in 2024; monitoring EHS trend and delivery of identified cost savings (incl. Brazil) remains key for future pay‑for‑performance outcomes .