Walter F. Precourt III
MOSAICAbout Walter F. Precourt III
Walter F. Precourt III is Senior Vice President and Chief Administrative Officer at The Mosaic Company, age 60 as of March 3, 2025, with responsibility for Human Resources, Public Affairs, Procurement, and Shared Services; he joined Mosaic in 2009 and was elected to his current role in November 2023 . Mosaic’s 2024 net sales were $11,122.8 million (down from $13,696.1 million in 2023), net income was $174.9 million (down from $1,164.9 million), and 2021–2024 TSR performance units paid out at 106.05% of target—indicating modest long-term TSR during the period encompassing his senior leadership roles . He previously led Mosaic’s Strategy & Growth, Phosphates, Potash Operations, and the EHS organization, and earlier held leadership positions at Holcim (U.S.) and Dow Chemical .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mosaic Company | SVP & Chief Administrative Officer | Nov 2023–present | Oversees HR, Public Affairs, Procurement, Shared Services |
| The Mosaic Company | SVP – Strategy & Growth | 2019–2023 | Corporate strategy execution; growth initiatives; EHS oversight (2016–2020) |
| The Mosaic Company | SVP – Phosphates | 2016–2019 | Segment leadership; executive oversight of corporate procurement |
| The Mosaic Company | SVP – Potash Operations | 2012–2016 | Segment operations leadership |
| The Mosaic Company | Leader, Environment, Health & Safety | 2009–2012 | Built EHS systems and governance |
| Saskatchewan Potash Producers Association | Director; past Chairman | Not disclosed | Industry advocacy and coordination |
| Fertilizer Canada | Director | Not disclosed | Sector engagement; policy input |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Holcim (U.S.) | Led safety transformation; later VP, Environment & Government Affairs | Not disclosed | Safety program overhaul; regulatory affairs leadership |
| Dow Chemical Company | Operations, Technology, Capital Project Management, EHS roles | Not disclosed | Industrial operations; capital projects; EHS foundations |
Fixed Compensation
Multi‑year reported compensation (Summary Compensation Table):
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 586,000 | 616,250 | 643,750 |
| Stock Awards (grant‑date fair value) | 1,630,723 | 1,662,080 | 1,600,020 |
| Non‑Equity Incentive Plan Compensation | 371,400 | 205,000 | 205,000 |
| All Other Compensation | 232,558 | 257,916 | 214,490 |
| Total | 2,820,681 | 2,741,246 | 2,455,020 |
2024 base, target bonus, and payout:
| Item | Value |
|---|---|
| Base Salary (effective Apr 1, 2024) | $650,000 |
| Target Bonus % of Base | 75% |
| Target Bonus ($) | $487,500 |
| 2024 Actual Bonus Paid (Summary Comp Table) | $205,000 |
| 2024 Program Payout Calculated (CD&A table) | $267,791 |
Note: Mosaic’s CD&A states actual amounts are shown in the Summary Compensation Table . The CD&A payout calculation shows $267,791 for 2024, while the Summary Compensation Table reports $205,000; Mosaic does not provide an explicit reconciliation in the proxy .
Performance Compensation
2024 Short‑Term Incentive structure and outcomes:
| Metric | Weight | Target | 2024 Actual | Payout % of Target |
|---|---|---|---|---|
| Incentive Adjusted Operating Earnings (millions) | 25% | $1,805 | $1,262 | 7.2% |
| Incentive Free Cash Flow (millions) | 20% | $775 | $445 | 0.0% |
| Cost Control (composite) | 10% | Corporate SG&A $397; segment PNE targets as listed | Mixed: SG&A $449; Potash PNE $694; Fertilizantes PNE $333; Dist. Margin $35 | 3.0% (composite) |
| Performance Product Sales (MES & Aspire) | 10% | MES 47.0%; Aspire 5.0% | MES 48.0%; Aspire 4.5% | 14.0% |
| ESG Scorecard (Sustainability & MMS) | 15% | 3 goals; MMS 83 | 4 goals; MMS 91 | 26.3% |
| Strategic Goals (individual) | 20% | Achieved | Precourt Achieved | 100.0% |
| Corporate Sub‑Plan Total | 100% | — | — | 70.5% |
| Discretionary Safety Adjustment | — | — | — | (15.0%) |
| Final Corporate Adjusted Total | — | — | — | 55.5% |
Walter Precourt’s 2024 strategic goals focused on HR/Public Affairs restructuring, talent development/bench strength, GDA/Procurement savings, and raw materials strategy; attainment was 100% for his individual goals .
2024 Long‑Term Incentive grants (March 5, 2024):
| Award Type | Grant Date | Target Units | Max Units | Vesting / Conditions | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 3/5/2024 | 20,487 | — | Cliff vest on 3/5/2027; pro‑rata vesting if terminated without cause after 12 months | 640,014 |
| TSR Performance Units (stock‑settled) | 3/5/2024 | 7,735 | 30,938 | 3‑year performance; requires positive cumulative adjusted net earnings; 10% TSR for target; 1‑year holding after vest; payout 0–200% | 480,003 |
| TSR Performance Units (cash‑settled) | 3/5/2024 | 7,735 | 30,938 | 3‑year performance; same TSR/net earnings conditions; cash‑settled | 480,003 |
2021–2024 TSR performance units paid out at 106.05% of target for executives, with a one‑year holding period on stock‑settled shares after vesting .
Equity Ownership & Alignment
- Beneficial ownership: 146,546 shares as of April 2, 2025; shares are not pledged; represents <1% of outstanding common stock .
- Outstanding equity and vesting:
- Stock options: 11,192 exercisable at $50.43, expiring 3/5/2025 .
- Unvested RSUs: 11,139 (vested 3/3/2025), 12,181 (vest 3/9/2026), 20,487 (vest 3/5/2027) .
- Performance units: Multiple tranches shown for 2025 and 2026 settlements, with stock‑settled awards subject to a one‑year holding period; amounts presented at target assumption for disclosure .
- Vested awards in 2024: 61,655 shares acquired on vesting (combined RSUs/PSUs payouts as disclosed) with $1,929,185 value realized; no option exercises in 2024 .
- Ownership guidelines: Executives must hold 3× base salary (CEO 5×) and 100% of net shares from vested equity until compliant; all Named Executive Officers were compliant or under retention requirements as of Dec 31, 2024 .
- Hedging/Pledging: Prohibited by policy .
- Rule 10b5‑1 plan: Adopted May 28, 2025 to sell up to 12,000 shares; terminates upon sale completion or by Feb 3, 2026 .
Employment Terms
- Severance and change‑in‑control agreements renewed through March 31, 2026; double‑trigger vesting for equity upon change‑in‑control .
- Retirement eligibility: Precourt is the only NEO meeting retirement eligibility under LTI award agreements (accelerated/pro‑rata vesting terms apply per award agreements) .
- Potential payments (based on Dec 31, 2024 valuation assumptions):
- Termination without cause / for good reason: Cash severance $1,706,250; RSUs $1,136,333; PSUs $835,386; health/dental/life/disability reimbursement $37,288; outplacement $25,000; total $3,740,258 .
- Qualified change‑in‑control termination: Cash severance $2,275,000; RSUs $1,136,333; PSUs $835,386; health/dental/life/disability reimbursement $55,932; outplacement $25,000; financial planning & executive physical $22,000; total $4,349,652 .
- Clawback: NYSE‑aligned incentive compensation recovery policy; all annual and LTI awards include clawback provisions .
- Perquisites: $1,750 of tax preparation assistance for trailing tax obligations from prior expatriate assignment in 2024 .
- Non‑Qualified Deferred Compensation (2024): Executive contributions $212,188; company restorations $109,718; earnings $(156,311); withdrawals $257,966; year‑end balance $3,512,187 .
Investment Implications
- Alignment: Significant at‑risk pay structure with 60%+ of target total direct compensation in LTI; TSR units require positive earnings and target TSR growth; stock ownership guidelines and no hedging/pledging strengthen alignment .
- Retention risk: Retirement eligibility increases flexibility on equity vesting; severance protections are standard, but sizeable potential payouts could smooth transitions; ongoing Rule 10b5‑1 plan to sell up to 12,000 shares through Feb 2026 introduces near‑term selling pressure .
- Pay‑for‑performance: 2024 corporate STI outcomes were reduced to 55.5% mainly on earnings/cash flow misses and a safety adjustment for fatalities; strategic goals fully achieved for Precourt, suggesting strong execution on HR/Public Affairs restructuring and cost/value initiatives .
- Governance and risk: Double‑trigger equity, clawback policy, prohibition on tax gross‑ups in change‑in‑control, and strong say‑on‑pay support (93% in 2024) indicate shareholder‑friendly practices; safety incidents (and corresponding pay discretion) highlight operational risk focus .