DEF 14A 1 a2019proxystatement.htm DEF 14A - MOS 2019 PROXY STATEMENT Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )
 
Filed by the Registrant ý   Filed by a Party other than the Registrant ¨
 
Check the appropriate box:
 
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o 
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
 
The Mosaic Company
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x 
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total Fee paid:

¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
 



 
 
 
 
mosaicsigna2015a06.jpg
 
 
 
Headquarter Offices:
Atria Corporate Center, Suite E490
3033 Campus Drive
Plymouth, MN 55441
Telephone (763) 577-2700
 
 
 
 
April 10, 2019

Dear Stockholder:
You are cordially invited to attend The Mosaic Company’s 2019 Annual Meeting of Stockholders on May 23, 2019, at 9:00 a.m. Central Time. A Notice of the Annual Meeting and a Proxy Statement covering the formal business of the meeting appear on the following pages.
This year’s annual meeting of stockholders will be conducted via live webcast. You will be able to attend the virtual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MOS2019. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan or Union Savings Plan, which must be voted prior to the meeting).
Hosting a virtual meeting provides ease of access, real-time communication and cost savings for our stockholders and the company and facilitates stockholder attendance and participation from any location around the world.
We hope that you will be able to attend the meeting. However, even if you are planning to attend the meeting, please promptly submit your proxy vote by telephone or Internet or, if you received a copy of the printed proxy materials, by completing and signing the enclosed proxy card and returning it in the postage-paid envelope provided. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend and wish to vote at the meeting, you will be able to do so, even if you have previously returned your proxy card.
Your cooperation and prompt attention to this matter are appreciated. Thank you for your ongoing support of, and continued interest in, The Mosaic Company.
Sincerely,
 
jocorourkea05.jpg
 
 
James (“Joc”) C. O’Rourke
President and Chief Executive Officer





 
 
 
 
 
mosaicsigna2015a06.jpg
 
 
 
Headquarter Offices:
Atria Corporate Center, Suite E490
3033 Campus Drive
Plymouth, MN 55441
Telephone (763) 577-2700

 
Notice of 2019 Annual Meeting of Stockholders
 


To Our Stockholders:
The 2019 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 23, 2019, at 9:00 a.m. Central Time (the “2019 Annual Meeting”). You will be able to attend the 2019 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available at www.virtualshareholdermeeting.com/MOS2019. The following matters will be considered and acted upon at the 2019 Annual Meeting:
1.
Election of twelve directors for terms expiring at the 2020 Annual Meeting of Stockholders, each as recommended by our Board of Directors;
2.
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2019;
3.
An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement; and
4.
Any other business that may properly come before the 2019 Annual Meeting of Stockholders or any adjournment or postponement thereof.
In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 22, 2019 are entitled to notice of and vote at the 2019 Annual Meeting of Stockholders.
By Order of the Board of Directors
markisaacsonblacka05.jpg
Mark J. Isaacson
Senior Vice President, General Counsel and Corporate Secretary
April 10, 2019




Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 23, 2019:
Our Proxy Statement and 2018 Annual Report are available at www.mosaicco.com/proxymaterials.


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SUMMARY INFORMATION
This summary highlights certain information that you should consider before voting on the proposals to be presented at the 2019 Annual Meeting of Stockholders of The Mosaic Company (“Mosaic,” the “Company,” “we,” “us,” or “our”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our 2018 Annual Report carefully before voting.
The 2019 Annual Meeting of Stockholders
Ÿ
Date:
  
May 23, 2019
Ÿ
Time:
 
9:00 a.m. Central Time
Ÿ
Virtual Meeting:
  
www.virtualshareholdermeeting.com/MOS2019
Ÿ
Record Date:
  
March 22, 2019
Where to Find Information
Corporate website:
  
www.mosaicco.com
Investor website:
  
www.mosaicco.com/investors
2018 Annual Report:
  
www.mosaicco.com/proxymaterials
Voting Matters
  Proposal
 
Board Recommendation
  
Page
Election of Twelve Directors
 
FOR each director nominee
 
Ratification of KPMG LLP as our independent registered public accounting firm
 
FOR
  
71
Say-on-Pay Advisory Proposal
 
FOR
  
71
Our Business
We are the world’s leading producer and marketer of concentrated phosphate and potash crop nutrients. Through our broad product offering, we are a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. We serve customers in approximately 40 countries. We are the largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North America and Brazil. Following our January 8, 2018 acquisition (the “Brazil Acquisition”) of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Mosaic Fertilizantes P&K Ltda (formerly Vale Fertilizantes S.A.), we are the leading fertilizer production and distribution company in Brazil.  We mine phosphate rock in Florida and Brazil. We process rock into finished phosphate products at facilities in Florida, Louisiana and Brazil. Upon completion of the Brazil Acquisition, we became the majority owner of an entity operating a phosphate rock mine in the Bayovar region in Peru, in which we previously held a minority equity interest. We are one of the four largest potash producers in the world. We mine potash in Saskatchewan, New Mexico and Brazil. We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as a strategic equity investment in a joint venture that operates a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia. Our distribution operations serve the top four nutrient-consuming countries in the world: China, India, the United States and Brazil.
The Mosaic Company is a Delaware corporation that was incorporated in March 2004 and serves as the parent company of the business that was formed through the October 2004 combination of IMC Global Inc. (“IMC”) and the fertilizer businesses of Cargill, Incorporated. (“Cargill”).
2018 Business Highlights
Our 2018 business results reflect positive market dynamics and solid execution across the business. Some of these accomplishments include:
On January 8, 2018, we completed the Brazil Acquisition which, together with our historical fertilizer distribution business in Brazil and Paraguay, we refer to as Mosaic Fertilizantes, making us the leading fertilizer production and distribution company in Brazil.
On December 1, 2018, Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC”), our joint venture with Saudi Arabian Mining Company (“Ma’aden”) and Saudi Basic Industries Corporation (“SABIC”) that owns and operates integrated phosphate production facilities in the Kingdom of Saudi Arabia, commenced

3


commercial operations of the DAP plant, thereby bringing the entire project to the commercial production phase.
During 2018, we prepaid $684 million against our term loan and paid off $89 million in maturing bonds bringing our total repayments of long-term debt, including other long-term debt, in 2018 to over $800 million.
We had record sales volumes of 2.9 million tonnes of MicroEssentials® in 2018.
We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy mine, which began to mine a limited amount of potash ore in 2017.
In December, we received the final permit to mine the Ona phosphate reserves, which will extend our Florida phosphate mining for decades.
We continue to focus on optimizing our asset portfolio. On August 31, 2018, we temporarily idled our South Pasture, Florida beneficiation plant for an indefinite period of time.
We have included additional information on these matters in our accompanying 2018 Annual Report.
2018 Financial Highlights
 
2018
2017
Net Sales (in millions)
$
9,587.3

$
7,409.4

Net Income (Loss) (in millions)*
$
470.0

$
(107.2
)
Net Earnings (Loss) per Share*
$
1.22

$
(0.31
)
Operating Earnings (in millions)
$
928.3

$
465.7

*Net earnings (loss) for 2017 included a discrete tax expense of $451 million, or ($1.30) per diluted share primarily due to enactment of the U.S. Tax Cuts and Jobs Act.
Executive Compensation Highlights
We evaluate the overall environment in which we operate when designing our executive compensation program. We operate in a cyclical and seasonal industry in which profitability is heavily influenced by commodity prices and other factors, including the price, supply and demand of our fertilizer products and the key inputs we use to produce them. While some of these factors are controllable, others are not. As a result, our incentive measures reflect key financial and operational performance that take into consideration the impact of external factors, yet are within the control of management. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Our executive compensation program offers traditional base salary, short-term incentives tied to financial and operational performance (in the form of financial metrics for return on invested capital (“ROIC”), cost management and production efficiency measures, as well as operational objectives for safety and sustainability), and long-term incentives linked to stock price performance.
The majority of target direct compensation for 2018 was “at risk” based on financial, operational and stock price performance.

4


Elements of 2018 total direct compensation included:
Element
Description
Further Information
(Page)
Salary
Ÿ A competitive level of cash is provided to attract and retain executive talent.
40
Short-Term Cash Incentive
Ÿ Our short-term incentive plan paid out at 187.16% of target for our executive officers, reflecting:
§ Maximum or near-maximum performance under each of our financial performance measures:
w  ROIC;
w  controllable operating costs per tonne;
w  free cash flow;
§ attainment of record sales for our premium products including MicroEssentials; and
§ performance at near maximum level against goals for our Management System Effectiveness (“MSE”) measure, the elements of which promote environmental health safety and sustainability (“EHSS”) behaviors and objectives.
40
Long -Term Equity Incentive
Ÿ Our long-term incentive awards granted in 2018 consisted of one-third time-based restricted stock units and two-thirds total stockholder return (“TSR”) performance units.
Ÿ TSR performance unit awards granted in 2018 require a minimum of 10% TSR growth to earn target awards and, for our executive officers, a three-year vesting period followed by an additional one-year holding period on earned shares.
Ÿ The 2016 - 2018 TSR performance units vested below target and paid out at values significantly below the grant date value (-72%), reflecting the decline in our stock price since their grant date.
Ÿ We did not meet the minimum ROIC performance threshold for units granted in 2016, therefore, none of these awards were earned or vested.
42
Compensation Practices and Policies
The Compensation Committee periodically reviews our compensation program to ensure that it remains consistent with our pay-for-performance philosophy and, as a whole, reflects what the Compensation Committee believes to be best practices among our peer group and the broader market. Highlights of our compensation practices are presented below.
What We Do
ü
Majority of target direct compensation is tied to performance and at risk
ü
Appropriate balance between short-term and long-term compensation to discourage short-term risk taking
ü
Compensation Committee discretion to reduce (but not increase) executive officer short-term incentive payouts
ü
Clawback policy applicable to annual and long-term incentives
ü
Executive change-in-control agreements and long-term incentive awards with double trigger required in a change in control
ü
Stock ownership guidelines of 5x annual salary for CEO and 3x annual salary for other executive officers; required to hold 75% of all shares acquired from vested equity until ownership level is achieved
ü
Independent executive compensation consultant and Compensation Committee access to other independent advisors
ü
Limited perquisites
ü
Annual say-on-pay vote

5


What We Don’t Do
û
We do not enter into executive employment agreements with lengthy terms, other than in unique circumstances where such agreements are deemed appropriate
û
We do not award uncapped incentives that could contribute to excessive risk taking
û
We do not provide tax gross-ups under our executive change-in-control agreements
û
We do not permit hedging or pledging of Mosaic stock
û
We do not reprice options under our stock plan
Corporate Governance Highlights
Our corporate governance practices and policies promote Board independence and accountability in the performance of their duties, as well as alignment with stockholders’ interests. Highlights of those practices and policies are presented below.
Declassified Board of Directors.  At each annual meeting of stockholders of Mosaic, each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic.
Majority Vote Standard.  Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections.
Proxy Access. Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding shares of common stock, par value $0.01 per share (“Common Stock”), continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board of Directors or two directors, whichever is greater, subject to the requirements set forth in our Bylaws.
Independent Directors.  All of our directors except our CEO and Luciano Siani Pires, Chief Financial Officer of Vale, are independent. All of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.
Independent Board Leadership.  Our Board is led by an independent non-executive Chairman.
Annual Director Evaluations. Annual self-evaluation by our Board and each standing committee, including individual director peer review.
Director Stock Ownership.  Minimum guideline equal to five times the base cash retainer for non-employee directors with five years of service, except with respect to Mr. Siani Pires as described in footnote (3) to the Director Stock Ownership Guidelines table on page 20.
Succession Planning.  Rigorous framework for Corporate Governance and Nominating Committee annual review of succession planning for our CEO and for Compensation Committee annual review of succession planning for other executive officers and key executives.
Environmental, Health, Safety and Sustainable Development.
Dedication to protecting our employees and the communities in which we operate, and to being a good steward of natural resources.
Separate standing Board committee to oversee environmental, health, safety and sustainable development matters.
Risk Oversight
Standing Enterprise Risk Management, or ERM, Committee assists in achieving business objectives through systematic approach to anticipate, analyze and review material risks. Consists of cross-functional team of executives and senior leaders.
Board oversees management’s actions, with assistance from each of its standing committees. Management reports on enterprise risks to the full Board on a regular basis.
Director Nominees
The table below shows summary information about each nominee for election as a director. Each director nominee is elected by a majority of the votes cast and, if elected, will serve for a term that expires at the 2020 Annual Meeting.

6


Name
Age  
Director   
Since  
Occupation
Experience/
Qualifications
  
Committee Memberships
Other Company
Boards
Independent  
AC
Comp
Gov
EHSS
Nominees for Election as Directors
Cheryl K. Beebe
63
Nominee
Retired, former Executive Vice President and Chief Financial Officer
Ingredion Incorporated
•   Financial Expertise and Leadership and Audit Committee Experience
•   International Business and Strategic Leadership
•   Agricultural Business Expertise
•   Risk Management
X
 
 
 
 
Packaging Corporation of America
Goldman Sachs Trust II
Oscar Bernardes
72
2018
Managing Partner,
Yguaporã Consultoria e Empreendimentos Ltda

•   Brazil Markets
•   International Business
•   Operations
•   Risk Management
X
 
¤
 
 
DASA, Laboratórios da América S.A.
Localiza Rent a Car S.A.
Votorantim Participações S.A.
Nancy E.
Cooper
65
2011
Retired, former Executive Vice President and CFO, CA, Inc. (“CA Technologies”)
•   Financial Expertise and Leadership
•   Audit Committee Financial Expert
•   Technology
•   Ethics and Compliance
•   Risk Management
X
£
 
¤
 
Aptiv Corporation
Brunswick Corporation
Gregory
L. Ebel
55
2012
Chairman,
Enbridge, Inc.
•   Executive Leadership
•   Financial Expertise and Leadership
•   Audit Committee Financial Expert
•   Business Development
•   Risk Management
X
¤
 
¤
 
Enbridge, Inc.
Timothy S. Gitzel
57
2013
President and CEO, Cameco Corporation
•   Executive Leadership
•   Business, Government and Regulatory Affairs in Canada
•   Mining
•   Risk Management
X
¤
£
 
 
Cameco Corporation
Denise C.
Johnson
52
2014
Group President, Resources Industries,
Caterpillar, Incorporated
•   Global Operational Leadership
•   Operational Excellence
•   Strategic Business Planning
X
 
¤
 
¤
 
Emery N. Koenig
63
2010
Retired, former Vice Chairman and Chief Risk Officer,
Cargill
•   Executive Leadership
•   Financial Expertise and Leadership
•   Risk Management
•   Agricultural Business
X
 
 
¤
£
 
William T.
Monahan
71
2004
Retired, former Chairman, President and CEO,
Imation Corp.
•   Executive and Operational Leadership
•   Marketing
•   Executive Compensation
•   Risk Management
X
¤
¤
 
 
Pentair Ltd.
James (“Joc”) C. O’Rourke
58
2015
President and CEO, Mosaic
•   Management Interface with Board
•   Global Operational Leadership
•   Mining Experience
•   Agriculture/Fertilizer Business
 
 
 
 
 
The Toro Company

7


Name
Age  
Director   
Since  
Occupation
Experience/
Qualifications
  
Committee Memberships
Other Company
Boards
Independent  
AC
Comp
Gov
EHSS
Steven M.
Seibert
63
2004
Attorney,
The Seibert Law Firm
•   Government and Public Policy
•   Statewide and Local Issues in Florida
•   Environment and Land Use
X
 
 
¤
¤
 
Luciano Siani Pires
49
2018
Chief Financial Officer,
Vale
•   Financial Expertise and Leadership
•   Strategic Business Planning and Business Development
•   Brazilian Markets
 
 
 
 
¤
 
Kelvin R. Westbrook
63
2016
President and CEO,
KRW Advisors, LLC
•   Executive and Operational Leadership
•   Legal, Media and Marketing
•   Corporate Governance
•   Risk Management
X
 
 
£
¤
Archer Daniels Midland Company
Camden Property Trust
T-Mobile US Inc.
AC:
  
Audit Committee
Comp:
  
Compensation Committee
Gov:
  
Corporate Governance and Nominating Committee
EHSS:
  
Environmental, Health, Safety and Sustainable Development Committee
 
 
£:
  
Committee Chair
¤:
  
Committee Member
Frequently Asked Questions
We provide answers to many frequently asked questions about the 2019 Annual Meeting and voting, including how to vote shares held in employee benefit plans, in the Questions and Answers about the Annual Meeting and Voting section beginning on page 75.

8


TABLE OF CONTENTS
 
 
 
Page
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9


PROXY STATEMENT
The Board of Directors of The Mosaic Company (“Mosaic,” the “Company,” “we,” us” or “our”) is soliciting proxies for use at the 2019 Annual Meeting to be held on May 23, 2019, and at any adjournment or postponement of the meeting. The proxy materials are first being mailed or made available to stockholders on or about April 10, 2019.
For more information regarding the Company’s 2018 performance we have filed an annual report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2018 (the “2018 10-K Report”), which is available at www.sec.gov.
PROPOSAL NO. 1ELECTION OF DIRECTORS
Our Board has nominated 12 directors for election at the 2019 Annual Meeting. No other nominees for director have been received by the Board as of the date of mailing this Proxy Statement. The director nominees, if elected, will serve until the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) or until their successors are elected and qualified.
With the exception of Cheryl K. Beebe, each nominee was previously elected at Mosaic’s 2018 Annual Meeting of Stockholders (“2018 Annual Meeting”). Incumbent directors Robert L. Lumpkins and David T. Seaton will retire from our Board upon the conclusion of the 2019 Annual Meeting.
Our Restated Certificate of Incorporation and Bylaws provide that each member of our Board is elected annually by a majority of votes cast if the election is uncontested. Our Corporate Governance Guidelines further provide that, if an incumbent director fails to receive the required vote for re-election, our Corporate Governance and Nominating Committee will act within 90 days after certification of the stockholder vote to determine whether to accept the director’s resignation, and will submit a recommendation for prompt consideration by our Board. Our Corporate Governance and Nominating Committee and our Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. Our Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation.
Thereafter, our Board will promptly disclose its decision and decision-making process regarding whether to accept the director’s resignation offer (and the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC.
If one or more nominees should become unavailable to serve as a director, it is intended that shares represented by the proxies will be voted for such substitute nominee or nominees as may be selected by the Board.
The Board of Directors recommends that you vote FOR the election of each of the nominees listed below. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

10


2019 Director Nominees
 
Cheryl K. Beebe
 
Retired, former Executive Vice President and Chief Financial Officer
Ingredion Incorporated
 
From February 2004 until January 2014, Ms. Beebe served as the Chief Financial Officer of Ingredion Incorporated (formerly named Corn Products International, Inc.), a manufacturer and seller of a number of ingredients to food and industrial customers, including as Executive Vice President beginning in 2010. Ms. Beebe previously served Ingredion as Vice President, Finance from July 2002 to February 2004, as Vice President from February 1999 to 2004 and as Treasurer from 1997 to February 2004. She served as Director of Finance and Planning for the Corn Refining Business of CPC International Inc. (now named Unilever BestFoods) from 1995 to 1997 and as Director of Financial Analysis and Planning for its Corn Products North America business from 1993 to 1995. From 1980 to 1993, she served in various financial positions in CPC’s U.S. consumer food business, North American audit group and worldwide corporate treasury function.
 
Age:
63
 
 
 
 
 
 
 
Director Nominee
 
 
 
 
 
 
 
2018 Meeting Attendance:
N/A
 
 
 
 
 
 
 
Independent: Yes
 
 
 
 
Skills and Qualifications:
 
 
Financial Expertise and Leadership and Audit Committee Experience – Extensive leadership experience as Chief Financial Officer and in other senior financial leadership roles at a public company, as well as service on other public company audit committees.
International Business and Strategic Leadership – Extensive knowledge and experience in managing, financing and operating global businesses, including strategic planning and mergers and acquisitions.
Agricultural Business Expertise – Significant experience in managing global agricultural commodities, including an agricultural based ingredient business.
Risk Management - Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  Packaging Corporation of America (Chair, Audit Committee)
•  Goldman Sachs Trust II (Board Chair)
•  Convergys Corporation (2015 - 2018)

11


 
Oscar P. Bernardes
 
Managing Partner
Yguaporã Consultoria e Empreendimentos Ltda.
 
Mr. Bernardes has been a managing partner at Yguaporã Consultoria e Empreendimentos Ltda., a consulting and investment firm, in São Paulo, Brazil since 1999.  From 2004 to 2011, he was a managing partner at Integra Associados - Reestruturacao Empresarial Ltda., a consulting firm specializing in financial restructuring, governance and interim management in turnaround situations, in São Paulo, Brazil.  From 1999 to 2003, Mr. Bernardes was chairman of TIW do Brasil, a Canadian telecommunications company. From 1997 to 1999, Mr. Bernardes was Chief Executive Officer of Bunge International, a leading global agribusiness and food company, and from 1996 to 1997, he was in charge of the global food business at Bunge.
 
Age:
72
 
 
 
 
 
 
 
Director since May 2018
 
 
 
 
 
 
 
2018 Meeting Attendance:
67
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Compensation

 
Skills and Qualifications:
 
 
Brazil Markets – Extensive leadership experience as a senior executive and board member at several companies headquartered in Brazil.
International Business – Extensive knowledge and experience in managing, financing and operating global businesses, including in markets in which Mosaic operates.
Operations – Significant experience in managing global agricultural and industrial operations.
Risk Management – Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  DASA Laboratórios da América S.A. - Brazil
•  Localiza Rent a Car S.A. - Brazil (Chairman; Chair, Audit Committee)
•  Votorantim Participações S.A. - Brazil
•  Marcopolo S.A. - Brazil (2012 - 2/2019)
•  Praxair, Inc. (2010 - 2018)
•  GERDAU S.A. - Brazil (2003 - 2016)
•  Metalúrgica GERDAU S.A. - Brazil (2003 - 2016)
•  Johnson Electric Holdings Ltd. - Hong Kong (2003 - 2011)
•  São Paulo Alpargatas S.A. - Brazil (2006 - 2012)
•  Delphi Corporation (1999 - 2009)
 
Nancy E. Cooper
 
Retired, former Executive Vice President and Chief Financial Officer
CA Technologies
 
Ms. Cooper served as Executive Vice President and Chief Financial Officer of CA Technologies, an IT management software provider, from August 2006 until she retired in May 2011. Ms. Cooper joined CA Technologies with nearly 30 years of finance experience, including as Chief Financial Officer for IMS Health Incorporated, a leading provider of market intelligence to the healthcare industry, from 2001 to August 2006, and, prior to that, Reciprocal, Inc., a leading digital rights management and consulting firm. In 1998, she served as a partner responsible for finance and administration at General Atlantic Partners, a private equity firm focused on software and services investments. Ms. Cooper began her career at IBM Corporation where she held increasingly important roles over a 22-year period that focused on technology strategy and financial management.
 
Age:
65
 
 
 
 
 
 
 
Director since October 2011
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Audit (Chair)
•  Corporate Governance and Nominating

 
Skills and Qualifications:
 
 
Financial Expertise and Leadership and Audit Committee Experience – Extensive experience as a Chief Financial Officer and in other financial leadership roles at several public companies, as well as service on the audit committee of two other public companies, allows her to serve as an “audit committee financial expert” within the meaning of SEC rules.
Technology Experience – Experience in technology matters.
Ethics and Compliance – Ethics and compliance focus.
Risk Management – Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  Aptiv Corporation (Audit Committee, Innovation and Technology Committee)
•  Brunswick Corporation (Chair, Audit Committee)
•  Teradata Corporation (2009 - 2017)

12


 
Gregory L. Ebel
 
Chairman
Enbridge, Inc.
 
Mr. Ebel has served as Chairman of Enbridge, Inc., an energy delivery company based in Calgary, Alberta, Canada, since its merger with Spectra Energy Corp (“Spectra Energy”) on February 27, 2017. From April 2014 to February 2017, Mr. Ebel served as Chairman, President and Chief Executive Officer of Spectra Energy, as well as Chairman and Chief Executive Officer of Spectra Energy Partners L.P., a subsidiary of Spectra Energy, since November 2013. From January 2009 to April 2014 Mr. Ebel served as President and Chief Executive Officer of Spectra Energy; from January 2007 to January 2009, Mr. Ebel served as Group Executive and Chief Financial Officer of Spectra Energy; as President of Union Gas Limited, a subsidiary of Spectra Energy from January 2005 until January 2007; and as Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. Mr. Ebel joined Duke Energy in March 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc.
 
Non-Executive Chairman of Mosaic’s Board
 
 
Age:
55
 
 
 
 
 
 
 
Director since October 2012
 
 
 
 
 
 
 
2018 Meeting Attendance:
88
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Audit
•  Corporate Governance and Nominating

 
Skills and Qualifications:
 
 
Executive Leadership – Breadth of senior executive and policy-making roles at Spectra Energy and Duke Energy, and in a number of leadership positions in the areas of finance, operations and strategic development.
Financial Expertise and Leadership – Experience in financial matters and as a financial executive, including Chief Financial Officer of Spectra Energy and Vice President, Investor and Shareholder Relations of Duke Energy, allows him to serve as an “audit committee financial expert” within the meaning of SEC rules.
Business Development – Experience in leading organization in the areas of strategic development and mergers and acquisitions at Spectra Energy and Duke Energy.
Risk Management – Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  Enbridge, Inc. (Chairman)
•  Spectra Energy Corp (2008-2017)
•  Spectra Energy Partners L.P. (2013-2017)
 
Timothy S. Gitzel
 
President and Chief Executive Officer
Cameco Corporation
 
Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation, a uranium producer and provider of processing services required to produce fuel for nuclear power plants, since July 2011. From May 2010 to July 2011, Mr. Gitzel served as President of Cameco and from January 2007 to May 2010, as its Senior Vice President and Chief Operating Officer. Prior to joining Cameco, Mr. Gitzel was Executive Vice President, mining business unit for Areva SA in Paris, France, from 2004 to January 2007 with responsibility for global uranium, gold, exploration and decommissioning operations in eleven countries, and served as President and Chief Executive Officer of Cogema Resources Inc., now known as Orano Canada Inc., from 2001 to 2004.
 
Age:
57
 
 
 
 
 
 
 
Director since October 2013
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Audit
•  Compensation (Chair)

 
Skills and Qualifications:
 
 
Executive Leadership – Executive leadership experience in multi-national companies.
Experience in Business, Government and Regulatory Affairs in Canada – Extensive experience in business, governmental and regulatory affairs in Canada and the Province of Saskatchewan, where most of our Potash business’ mines are located.
Mining Experience – Over 20 years of senior management experience in Canadian and international uranium and mining activities including global exploration and decommissioning operations.
Risk Management – Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  Cameco Corporation

13


 
Denise C. Johnson
 
Group President, Resources Industries
Caterpillar, Incorporated
 
Ms. Johnson is the Group President of Resources Industries of Caterpillar, Incorporated (“Caterpillar”), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Ms. Johnson has held this position since February 2016 when she was promoted from Vice President of Material Handling and Underground Division, which position she had held since January 2015. Prior to becoming Vice President of Material Handling and Underground Division, Ms. Johnson served as Vice President and Officer – Integrated Manufacturing Operations from May 2013 to January 2015, as Vice President and Officer – Diversified Products Division from January 2013 to May 2013 and as General Manager – Specialty Products from May 2011 to January 2013 of Caterpillar. Ms. Johnson began her career at General Motors Corporation and continued at General Motors Company, an automobile and truck manufacturer, where she held increasingly important roles from 1989 through 2011, including President and Managing Director of General Motors do Brasil Ltda. from June 2010 to March 2011; Vice President and Officer, General Motors Labor Relations, from December 2009 to June 2010; Vehicle Line Director and Vehicle Chief Engineer, Global Small Cars, from April 2009 to December 2009; and Plant Manager, Flint Truck Assembly & Flint Metal Center Plants, from November 2008 to April 2009.
 
Age:
52
 
 
 
 
 
 
 
Director since May 2014
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Compensation
•  Environmental, Health, Safety and Sustainable Development

 
Skills and Qualifications:
 
 
Global Operational Leadership – Significant experience in leading complex global operations, labor negotiations and product development, improvement and launches.
Operational Excellence – Experience in lean manufacturing and supply chain management.
Strategic Business Planning – Experience in developing global leadership strategies to optimize core business value.
 
 
 
 
Emery N. Koenig
 
Retired former Vice Chairman, Chief Risk Officer and member of Corporate Leadership Team
Cargill, Incorporated
 
Mr. Koenig is the retired Vice Chairman and Chief Risk Officer of Cargill. Mr. Koenig held this position since September 2013 and also served as a member of its Corporate Leadership Team and board of directors since December 2009 until his retirement in February 2016. Previously, Mr. Koenig served as leader of Cargill Agricultural Supply Chain Platform from April 2006 to May 2014; as Executive Vice President and Chief Risk Officer of Cargill from June 2011 to September 2013; as Senior Vice President at Cargill from June 2010 to June 2011; and as leader of the Cargill Energy, Transportation and Industrial Platform from June 2007 to July 2011. Since joining Cargill in 1978, Mr. Koenig had 14 years of agricultural commodity trading and managerial experience in various locations in the United States and 15 years in Geneva, Switzerland leading Cargill’s global commodity trading and risk management activities. Mr. Koenig currently serves as a trustee for Minnesota Public Radio, a director of Catholic Community Foundation and is on the St. Thomas University Catholic Studies Program Advisory Board.
 
Age:
63
 
 
 
 
 
 
 
Director since October 2010
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Corporate Governance and Nominating
•  Environmental, Health, Safety and Sustainable Development (Chair)

 
Skills and Qualifications:
 
 
Executive Leadership – Experience in various senior executive and policy-making roles at Cargill, including broad experience in management of a global business.
Financial Expertise and Leadership – Experience as executive and leader in commodity trading, international trading and asset management businesses.
Risk Management – Executive experience in risk management functions of a large, multinational business.
Agricultural Business Expertise – Extensive experience in agricultural commodity trading and management.
 
 
 

14


William T. Monahan
Retired, former Chairman of the Board, President and Chief Executive Officer
Imation Corp.
 
Mr. Monahan served as Chairman of the Board, President and Chief Executive Officer of Imation Corp., a developer, manufacturer, marketer and distributor of removable data storage media products and accessories, from 1996 to 2004. Previously, he served as Group Vice President of 3M Company responsible for its Electro and Communications Group, Senior Managing Director of 3M’s Italy business and Vice President of 3M’s Data Storage Products Division.
Age:
71
 
Skills and Qualifications:
 
 
 
 
Executive and Operational Leadership – Broad experience as CEO, Chairman, and lead director of other public companies. Experienced in international management, financial management, mergers and acquisitions and corporate structure development.
Marketing – Experienced in worldwide marketing and distribution, and business to business sales development.
Executive Compensation Background – Strong background in executive compensation matters as a former CEO and in other executive roles, as well as his service as a member and chairman of compensation committees for other public companies, facilitates his leadership of our Compensation Committee.
Risk Management – Executive experience in risk management.
Director since October 2004
 
 
 
 
 
2018 Meeting Attendance:
94
%
 
 
Independent: Yes
 
 
Mosaic Committee Membership:
•  Audit
•  Corporate Governance and Nominating

 
 
 
 
 
 
Other Board Service:
 
•  Pentair Ltd. (Lead Director; Compensation Committee; Governance Committee)
•  Hutchinson Technology, Inc. (2000 - December 2012)
•  Solutia Inc. (2008 - July 2012)
 
James ("Joc") C. O'Rourke
 
President and Chief Executive Officer
The Mosaic Company
 
Mr. O’Rourke was appointed our President and Chief Executive Officer in August 2015. He previously served as our Executive Vice President - Operations and Chief Operating Officer from August 2012 to August 2015 and as our Executive Vice President - Operations from January 2009 to August 2012. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, from May 2006 to December 2008, where he was responsible for the Australia Pacific Business Unit consisting of ten gold and copper mines in Australia and Papua New Guinea. Before that, Mr. O’Rourke was Executive General Manager in Australia and Managing Director of Placer Dome Asia Pacific Ltd., the second largest gold producer in Australia, from December 2004 to May 2006, where he was responsible for the Australia Business Unit consisting of five gold and copper mines; and General Manager of Western Australia Operations for Iluka Resources Ltd., the world’s largest zircon and second largest titanium producer, from September 2003 to December 2004, where he was responsible for six mining and concentrating operations and two mineral separation/synthetic rutile refineries. Mr. O’Rourke had previously held various management, engineering and other roles in the mining industry in Canada and Australia since 1984.
 
Age:
58
 
 
 
 
 
 
 
Director since May 2015
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: No
 
 
 
 
 
 
Skills and Qualifications:
 
 
Management Interface with Board – Principal interface between management and our Board; facilitates our Board’s performance of its oversight function by communicating the Board’s and management’s perspectives to each other.
Mining Experience – More than 30 years of experience in U.S., Canadian and international mining activities, including both shaft and open-pit mining.
Global Operational Leadership  extensive experience in leading complex global operations.
Agriculture/Fertilizer Business – Longstanding experience in the agriculture and fertilizer industry through executive and operational roles for Mosaic.
 
 
 
 
 
Other Board Service:
 
 
•  The Toro Company (Compensation and Human Resources Committee; Nominating and Governance Committee)

15


 
Steven M. Seibert
 
Attorney
The Seibert Law Firm
 
Mr. Seibert is a land use and environmental attorney and has been a Florida Supreme Court-certified mediator for over 20 years. He has operated The Seibert Law Firm, recently relocated to St. Petersburg, Florida since January 2003, and in early 2013 co-founded a strategy consulting firm, triSect, LLC. In December 2016, Mr. Seibert was appointed interim Executive Director of the Florida Humanities Council, an independent, nonprofit affiliate of the National Endowment for the Humanities, an independent Federal agency that serves and strengthens our republic by promoting excellence in the humanities and conveying the lessons of history to all Americans. From July 2008 until September 2011, Mr. Seibert was Senior Vice President and Director of Strategic Visioning for the Collins Center for Public Policy, a non-partisan, non-profit policy research organization.
 
Age:
63
 
 
 
 
 
 
 
Director since October 2004
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Corporate Governance and Nominating
•  Environmental, Health, Safety and Sustainable Development

 
Skills and Qualifications:
 
 
Government and Public Policy; Statewide and Local Issues in Florida – Service in various public policy and governmental roles in Florida, as well as his law practice, contribute to our Board’s understanding of public policy and other statewide and local issues in Florida, where most of our phosphate operations are located.
Environment and Land Use Experience – Insights gained through his experience in environmental, land and water use and emergency management in Florida enhance our Board’s perspective on these matters and facilitates his contributions to our Environmental, Health, Safety and Sustainable Development Committee.
 
 
 
 
Luciano Siani Pires
 
Chief Financial Officer
Vale S.A.
 
Mr. Siani Pires has been Chief Financial Officer for Vale, a global mining company, since July 2012. From 2008 to July 2012, Mr. Siani Pires held leadership positions with Vale in the areas of Strategic Planning and Human Resources. In 2007 and 2008, Mr. Siani Pires was chief of staff and executive secretary to the president at Brazil's National Development Bank, where he had previously worked, (i) in 2005 and 2006, as chief of the Holding Management department (Capital Markets); and (ii) in 2001 and 2002, as head of the Export Finance department. From 2003 to 2005, Mr. Siani Pires worked as a consultant for McKinsey & Company, focusing on the basic materials sector. Mr. Siani Pires has served on the boards of Suzano Papel e Celulose, a Brazilian pulp and paper listed company, and Vale.
 
Age:
49
 
 
 
 
 
 
 
Director since January 2018
 
 
 
 
 
 
 
2018 Meeting Attendance:
89
%
 
 
 
 
Independent: No
 
 
 
 
Mosaic Committee Membership:
•  Environmental, Health, Safety and Sustainable Development

 
Skills and Qualifications:
 
 
Financial Expertise and Leadership – Extensive experience as a Chief Financial Officer and in other financial leadership roles at several companies.
Strategic Business Planning and Business Development - Significant experience in developing global leadership strategies, including the negotiation of mergers, acquisitions, divestitures and joint ventures throughout the world.
Brazilian Markets - Extensive knowledge and experience in managing, financing and operating complex mining businesses in Brazil.
 
 
 

16


 
Kelvin R. Westbrook
 
President and Chief Executive Officer
KRW Advisors, LLC
 
Mr. Westbrook has been President and Chief Executive Officer of KRW Advisors, LLC, a provider of strategic and general business and consulting services in the telecommunications, media and other industries, since September 2007. Mr. Westbrook founded Millennium Digital Media Systems, LLC (“MDM”) in 1997 and served as Chairman and Chief Strategic Officer and as President and Chief Executive Officer of MDM from October 2006 to September 2007 and from May 1997 to September 2006, respectively.
Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately 15 months after Mr. Westbrook resigned from the firm.
 
Age:
63
 
 
 
 
 
 
 
Director since August 2016
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Corporate Governance and Nominating (Chair)
•  Environmental, Health, Safety and Sustainable Development
 
Skills and Qualifications:
 
 
Executive and Operational Leadership – Extensive leadership experience, including as CEO and in other strategic leadership roles at various companies.
Legal, Media and Marketing – Core legal, media and marketing skills, including former service as a partner of a national law firm.
Corporate Governance – In-depth knowledge and expertise in corporate governance gained through service on the boards of directors and board committees of other public companies and not-for-profit entities.
Risk Management – Executive experience in risk management.
 
 
 
 
 
Other Board Service:
 
 
•  Archer Daniel Midland Company (Chair, Compensation Committee; Executive Committee; Nominating and Corporate Governance Committee)
•  T-Mobile US Inc. (Chair, Nominating and Corporate Governance Committee; Audit Committee)
•  Camden Property Trust (Lead Trust Manager)
•  Stifel Financial Corp. (2007 - June 2018)
Directors Departing the Board at the 2019 Annual Meeting
Robert L. Lumpkins
Retired, former Vice Chairman and Chief Financial Officer
Cargill, Incorporated
 
Mr. Lumpkins served as Vice Chairman of Cargill from August 1995 to October 2006 and as its Chief Financial Officer from 1989 to 2005. As Vice Chairman of Cargill, Mr. Lumpkins played a key role in the formation of Mosaic through the combination of IMC and Cargill’s fertilizer businesses.
Age:
75
 
Skills and Qualifications:
 
 
 
 
Executive Leadership – Experience in various senior executive and policy-making roles at Cargill, including as Vice Chairman for over a decade; international management; strong and effective Board leadership and governance.
Financial Expertise and Leadership – Served in various financial leadership roles at Cargill, including Chief Financial Officer for over ten years.
Agricultural and Fertilizer Business Expertise; Formation of Mosaic – Experience in Cargill’s agricultural and fertilizer businesses and service as one of Cargill’s key leaders in the conception and formation of Mosaic; possesses unique strategic and business insights into our business.
Director since 2004
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
Independent: Yes
 
 
Mosaic Committee Membership:
•  Audit
•  Corporate Governance and Nominating

 
 
 
 
Other Board Service:
 
•  Ecolab, Inc. (1999 – 2016)
•  Howard University (1999 – 2017)
•  Educational Testing Service
•  Airgas, Inc. (2010 – August 2013)

17


 
David T. Seaton
 
Chairman and Chief Executive Officer
Fluor Corporation
 
Mr. Seaton is the Chairman and Chief Executive Officer of Fluor Corporation, a professional services firm. He was elected chairman in February 2012 and became a member of Fluor’s board of directors and Chief Executive Officer in February 2011. Prior to his appointment as Chief Executive Officer, Mr. Seaton was Chief Operating Officer of Fluor from November 2009 to February 2011. Mr. Seaton served as Senior Group President of the Energy and Chemicals, Power and Government business groups for Fluor from March 2009 to November 2009 and as Group President of Energy and Chemicals for Fluor from February 2007 to March 2009. Since joining Fluor in 1984, Mr. Seaton has held numerous positions in both operations and sales globally.
 
Age:
57
 
 
 
 
 
 
 
Director since April 2009
 
 
 
 
 
 
 
2018 Meeting Attendance:
100
%
 
 
 
 
Independent: Yes
 
 
 
 
Mosaic Committee Membership:
•  Compensation
•  Environmental, Health, Safety and Sustainable Development

 
Skills and Qualifications:
 
 
Project Management – Extensive experience in leading major projects.
Executive Leadership – Experience as a CEO and in other executive leadership and policy-making roles in a public company.
Leadership of Global Operations – Experience in leadership of a large, global business.
Energy and Chemicals Markets Experience – Experience in energy and chemicals markets.
 
 
 
 
 
Other Board Service:
 
 
•  Fluor Corporation (Chairman; Chair, Executive Committee) 
Nomination and Selection of Directors
The Corporate Governance and Nominating Committee identifies and evaluates potential director candidates in a variety of ways:
Periodic solicitation of input from Board members.
Consultations with senior management and director search firms.
Candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws.
The Corporate Governance and Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines its nominees after considering the recommendation of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee evaluates all candidates on the same basis regardless of the source of the referral.
Our Bylaws provide that a stockholder entitled to vote at an annual meeting who wishes to nominate a candidate for election to the Board is required to give written notice to our Corporate Secretary of his or her intention to make such a nomination. In accordance with the advance notice procedures in our Bylaws, a notice of nomination is required to be received within the prescribed time and must contain certain information about both the nominee and the stockholder making the nomination as described in our Policy Regarding Identification and Evaluation of Potential Director Nominees. The full text of this policy is available on our website www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption. The Corporate Governance and Nominating Committee may require that the proposed nominee furnish other information to determine that person’s eligibility to serve as a director. Additionally, the notice of nomination must include a statement as to whether each such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election, an irrevocable resignation letter to be effective upon acceptance by the Board, in accordance with our Corporate Governance Guidelines. The remainder of the requirements of the advance notice procedures are described in this Proxy Statement under the caption “Stockholder Proposals and Nominations for the 2020 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.
In addition to the foregoing, the Company has agreed to include up to two individuals designated by Vale (collectively, with its wholly owned subsidiary, Vale Fertilizer Netherlands B.V., the “Vale Investor”) in the slate of nominees recommended by our Board and to use its reasonable best efforts to cause such designated individuals to be elected at each meeting of our stockholders at which directors are to be elected. This agreement is embodied in an Investor Agreement among the Company and the Vale Investor, dated as of January 8, 2018 (the “Investor Agreement”), which was executed in connection with the Brazil Acquisition, as more completely described under “Certain Relationships and Related Transactions.” Vale Investor’s right to designate such individual or individuals is subject to certain qualifications and limitations set forth more fully in the Investor Agreement, including that, if two nominees are designated, one of them must satisfy the relevant independence standards of the New York Stock

18


Exchange (“NYSE”) and the Company’s Director Independence Standards (collectively, the “Independence Standards”). Vale Investor designated Messrs. Siani Pires and Bernardes for nomination as directors in accordance with the Investor Agreement.
Director Qualifications
In order to be nominated by the Board as a director, director nominees should possess, in the judgment of the Corporate Governance and Nominating Committee, the qualifications set forth in our Corporate Governance Guidelines, including:
Personal characteristics:
highest personal and professional ethics, integrity and values;
an inquisitive and objective perspective; and
practical wisdom and mature judgment;
Broad experience at the policy-making level in international business, trade, agriculture, government, academia or technology;
Expertise that is useful to us and complementary to the background and experience of other directors, so that an appropriate balance of skills and experience of the membership of the Board can be achieved and maintained;
Willingness to represent the best interests of all stockholders and objectively appraise management performance;
Involvement only in activities or interests that do not create a material conflict with the director’s responsibilities to us and our stockholders;
Commitment in advance of necessary time for Board and committee meetings; and
A personality reasonably compatible with the existing Board members.
In evaluating director nominees, the Board and the Corporate Governance and Nominating Committee believe that diversity in the broadest sense, as stated in our Corporate Governance Guidelines, including background, experience, geographic location, gender and ethnicity, is an important consideration in the composition of the Board as a whole. The committee discusses diversity considerations in connection with each director candidate. When seeking the assistance of a director search firm to identify candidates, the Corporate Governance and Nominating Committee requests that the search firm consider diversity, in addition to other factors, in its search criteria.
Our Corporate Governance and Nominating Committee annually reviews our Corporate Governance Guidelines, including the provisions relating to diversity, and recommends to the Board any changes it believes appropriate to reflect best practices. In addition, our Board assesses annually its overall effectiveness by means of a self-evaluation process. This evaluation includes, among other things, a peer review of individual directors and an assessment of the overall composition of the Board, including a discussion as to whether the Board has adequately considered diversity, among other factors, in identifying and discussing director candidates.
The full text of our Corporate Governance Guidelines is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.
Retirement from the Board
The Board has a retirement policy which provides that a non-employee director who attains age 74 shall submit his or her resignation as a director to be effective at the time of the next annual meeting of stockholders. In addition, it is the policy of the Board that employee-directors (other than the CEO) resign from the Board upon their retirement from Mosaic. The Board also has a policy that any non-employee director or the CEO of Mosaic must submit his or her resignation if he or she has a material change in employment, is the subject of media attention that reflects unfavorably on his or her continued service on the Board or has an unresolved conflict of interest with Mosaic. The Board will accept or reject any of the foregoing resignations based on the best interests of Mosaic.
Our Board elected Mr. Ebel to serve as the Chairman of the Board effective at the close of the 2018 Annual Meeting. To ensure an orderly transition of responsibilities, our Board waived the retirement policy for Mr. Lumpkins and he was re-elected to our Board for a term that expires in 2019. Mr. Lumpkins will be retiring from the Board upon the conclusion of the 2019 Annual Meeting.

19


DIRECTOR STOCK OWNERSHIP GUIDELINES
We have stock ownership guidelines for non-employee directors in order to align their interests with the long-term interests of stockholders. These guidelines call for each director to acquire shares with a value of at least five times the annual base cash retainer within five years of becoming a director. Based on our current director compensation program, this amount would be $900,000 for our non-executive Chairman of the Board and $450,000 for each other non-employee director. For purposes of computing a director’s holdings under our stock ownership guidelines, restricted stock units (“RSUs”) (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s stock ownership at March 22, 2019 in relation to the ownership guidelines: 
Non-Employee Director
Shares Included Under
Guidelines
Value (1) in
Excess of
Guidelines
Number
Value  (1)
Oscar P. Bernardes (2)
5,497
$145,011
(2)
Nancy E. Cooper
28,443
$972,896
$522,896
Gregory L. Ebel
64,468
$1,932,878
$1,032,878
Timothy S. Gitzel
36,424
$1,078,931
$628,931
Denise C. Johnson (2)
26,005
$791,803
$341,803
Emery N. Koenig
41,036
$1,565,478
$1,115,478
Robert L. Lumpkins
73,598
$2,343,359
$1,893,359
William T. Monahan
51,475
$1,379,667
$929,667
David T. Seaton
30,527
$1,081,363
$631,363
Steven M. Seibert
37,906
$1,187,720
$737,720
Luciano Siani Pires (3)
2,000
$59,360
(3)
Kelvin R. Westbrook (2)
6,697
$439,422
(2)
(1) Under our stock ownership guidelines for non-employee directors, RSUs are valued at the date of grant and other shares are valued at their date of purchase.
(2) Director has not yet completed five years of service. Mr. Bernardes, Ms. Johnson and Mr. Westbrook will complete five years of service on May 10, 2023, May 15, 2019 and August 25, 2021, respectively, if they remain as directors of Mosaic.
(3) Mr. Siani Pires has declined compensation for his service on our Board in order that he may remain in compliance with Vale’s policies. As a result, our Board has waived Mr. Siani Pires’ compliance with the Company’s non-employee director stock ownership guidelines.
Our stock ownership guidelines for executive officers, including executive officers who are directors, are described under “Executive Stock Ownership Guidelines” on page 46 in our Compensation Discussion and Analysis.
CORPORATE GOVERNANCE
Our Board oversees the management of our business and determines overall corporate policies. The Board’s primary responsibilities are directing our fundamental operating, financial and other corporate strategies and evaluating the overall effectiveness of our management.
We review our corporate governance principles and practices on a regular basis. Set forth below is a detailed description of our key governance policies and practices.
Board Independence
The NYSE listing standards require our Board to formally determine each year which directors of Mosaic are independent. In addition to meeting the minimum standards of independence adopted by the NYSE, we do not consider a director “independent” unless our Board affirmatively determines that the director has no material relationship with us that would prevent the director from being considered independent according to our Director Independence Standards.
Our Board has adopted Director Independence Standards setting forth specific criteria by which the independence of our directors will be determined. These criteria include restrictions on the nature and extent of any affiliations directors and their immediate family members may have with us, our independent accountants, or any commercial or non-profit entity with which we have a relationship. A copy of our Director Independence Standards is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

20


Our Board, as recommended by the Corporate Governance and Nominating Committee, has determined that our directors, Oscar P. Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, David T. Seaton, Steven M. Seibert and Kelvin R. Westbrook, and our director nominee, Cheryl K. Beebe, are each “independent” under the NYSE rules and our Director Independence Standards and have no material relationships with us that would prevent the directors from being considered independent. In making its independence recommendations, our Corporate Governance and Nominating Committee reviewed all of our directors’ relationships with us based primarily on a review of each director’s response to questions regarding employment, business, familial, compensation and other relationships with us and our management. James (“Joc”) C. O’Rourke, our current President and Chief Executive Officer, and Luciano Siani Pires, Chief Financial Officer of Vale, are not independent because of their relationships with Mosaic and Vale, respectively. See “Certain Relationships and Related Transactions” on page 67.
Board Oversight of Risk
It is the role of management to operate the business, including managing the risks arising from our business, and the role of our Board to oversee management’s actions.
Management’s ERM Committee assists us in achieving our business objectives by creating a systematic approach to anticipate, analyze and review material risks. The ERM Committee consists of a cross-functional team of our executives and senior leaders. The ERM Committee has the responsibility for establishing the context of our ERM process, as well as identifying, analyzing, evaluating and ensuring that appropriate protocols are in place to mitigate the risks.
Our Board is responsible for oversight of our management of enterprise risk. Our Board provides guidance with regard to our enterprise risk management practices; our strategy and related risks; and significant operating, financial, legal, regulatory, legislative and other risk-related matters relating to our business. As an integral part of the Board’s oversight of enterprise risk management, the Board has directed the ERM Committee to review its activities with the full Board on a periodic basis, and the Board monitors management’s processes, reviews management’s risk analyses and evaluates our ERM performance. In addition, regularly-scheduled meetings of our Board from time to time include an in-depth review of one or more significant enterprise risk focus topics.
Pursuant to their respective charters, each of the committees of our Board assists in the Board’s oversight of risk as follows:
In accordance with its charter and NYSE listing standards, our Audit Committee regularly reviews with management, our Vice President – Internal Audit, and our independent registered public accounting firm, the quality and adequacy of our system of internal accounting, financial, disclosure and operational controls, including policies, procedures and systems to assess, monitor and manage business risks, as well as compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and discusses with management and our Vice President – Internal Audit policies regarding risk assessment and risk management.
Our Environmental, Health, Safety and Sustainable Development Committee (“EHSS Committee”) oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our businesses; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs.
Our Corporate Governance and Nominating Committee oversees succession planning for our CEO and oversees from a corporate governance perspective the manner in which the Board and its committees review and assess enterprise risk.
Our Compensation Committee oversees risks related to our executive and employee compensation policies and practices, as well as succession planning for senior management other than our CEO.
Each of these Committees reports to the full Board on significant matters discussed at their respective meetings, including matters relating to risk oversight.

21


Committees of the Board of Directors
Our Board has four standing committees:
Audit;
Compensation;
Corporate Governance and Nominating; and
Environmental, Health, Safety and Sustainable Development.
Each of these Committees plays a significant role in the discharge of our Board’s duties and obligations. Each of the committees routinely meets in private session without the CEO or other members of management in attendance. Each of the four committees operates under a written charter. The charters are available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Committee Charting” caption. 
Audit Committee
 
Five Members:
 
 
 
 
 
Ÿ
Nancy E. Cooper, Chair
 
The Board has determined that all of the Audit Committee’s members are financially literate and meet the independence requirements of the NYSE and the SEC.
 
The Board has further determined that each of Nancy E. Cooper and Gregory L. Ebel qualifies as an “audit committee financial expert” as the term is defined by the SEC.
 
 
Ÿ
Gregory L. Ebel
 
 
 
 
Ÿ
Timothy S. Gitzel
 
 
 
 
Ÿ
Robert L. Lumpkins
 
 
 
Ÿ
William T. Monahan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2018:
Nine
 
 
 
 
Key Responsibilities:
 
 
 
 
Ÿ
appointment, retention, compensation and oversight of the work of our independent registered public accounting firm;
 
Ÿ
reviewing the scope and results of the annual independent audit and quarterly reviews of our financial statements with the independent registered public accounting firm, management and internal auditor;
 
Ÿ
reviewing the internal audit plan and audit results;
 
Ÿ
reviewing the quality and adequacy of internal control systems with management, the internal auditor and the independent registered public accounting firm;
 
Ÿ
reviewing with the independent registered public accounting firm and management the application and impact of new and proposed accounting rules, regulations, disclosure requirements and reporting practices on our financial statements and reports; and
 
Ÿ
reviewing the Audit Committee Report included in this Proxy Statement.

22


Compensation Committee
 
Five Members:
 
 
 
 
 
 
None of our Compensation Committee’s members are officers or employees of ours, and all of its members, including its Chair, meet the independence requirements of the NYSE, the SEC and Section 162(m) of the Internal Revenue Code (“Code”).
 
 
Ÿ
Timothy S. Gitzel, Chair
 
 
 
Ÿ
Oscar P. Bernardes
 
 
 
 
Ÿ
Denise C. Johnson
 
 
 
 
Ÿ
William T. Monahan
 
 
 
 
Ÿ
David T. Seaton
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2018: Six
 
 
 
 
 
 
Key Responsibilities:
 
 
 
 
 
 
Assists the Board in oversight of compensation of our executives and employees and other significant human resource strategies and policies. This includes, among other matters, the principles, elements and proportions of total compensation to our CEO and other executive officers, the evaluation of our CEO’s performance and broad-based compensation, benefits and rewards and their alignment with our business and human resource strategies. The responsibilities of our Compensation Committee include, among others:
 
Ÿ
Chief Executive Officer Compensation:
 
 
w
reviewing and recommending to our independent directors the amount and mix of direct compensation paid to our CEO; and
 
 
w
establishing the amount and mix of executive benefits and perquisites for our CEO.
 
Ÿ
Other Executive Officers’ Compensation.  Establishing the amount and nature of direct compensation and benefit programs for our other executive officers.
 
Ÿ
Severance, Change-in-Control and Other Termination Arrangements:
 
 
w
reviewing and recommending to our independent directors the levels of compensation under severance, change-in-control and other termination arrangements for our CEO;
 
 
w
establishing any change-in-control and other termination arrangements for our other executive officers; and
 
 
w
adopting appropriate forms of agreements reflecting such arrangements.
 
Ÿ
Incentive Plans:
 
 
w
reviewing and recommending to our Board performance goals and associated payout percentages under short- and long-term incentive plans for executive officers;
 
 
w
recommending to our independent directors awards under these plans to our CEO; and
 
 
w
approving awards under these plans to our other executive officers.
 
Ÿ
Other Benefit Plans.  Overseeing the design and administration of our stock option, incentive and other executive benefit plans.
 
Also oversees:
 
Ÿ
our public disclosure of compensation matters in our proxy statements;
 
Ÿ
our solicitation of stockholder approval of compensation matters, including the advisory Say-on-Pay Proposal included in this Proxy Statement as Proposal No. 3;
 
Ÿ
risks related to our executive and employee compensation policies and practices, including the design of executive and employee compensation programs to mitigate financial, stockholder, reputation and operation risks; and
 
Ÿ
succession planning for our senior management other than the CEO and related risks.
 
 
 
 
 
 
 
 
 
 
 
 
Additional information about our Compensation Committee’s responsibilities and its processes and procedures for consideration and determination of executive compensation is included in our Compensation Discussion and Analysis, under “Executive Compensation Governance - Key Roles in Named Executive Officer Compensation Process.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23


Compensation Committee
 
Delegations of Authority
 
 
 
 
Ÿ
Our Compensation Committee’s charter provides that it may delegate its authority to a subcommittee of its members.
 
 
Our Compensation Committee has from time to time delegated authority to its Chair to review and approve particular matters, including services and fees of its independent compensation consultant.

Our Compensation Committee has also from time to time delegated to certain members of senior management the authority to grant long-term equity awards within prescribed parameters to certain employees. The employees to whom such awards have been made have not included any of our executive officers.
 
 
 
Ÿ
Our Compensation Committee also may delegate its authority when authorized to do so by one of our compensation plans. Our 2014 Stock and Incentive Plan and 2004 Omnibus Stock and Incentive Plan each expressly permits the committee to delegate authority as it deems appropriate.
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Governance and Nominating Committee
 
Six Members:
 
 
 
 
 
Ÿ
Kelvin R.Westbrook, Chair
 
 
 
 
Ÿ
Nancy E. Cooper
 
 
The Board has determined that all of the Corporate Governance and Nominating Committee’s members meet the independence requirements of the NYSE and the SEC.
 
 
Ÿ
Gregory L. Ebel
 
 
 
 
Ÿ
Emery N. Koenig
 
 
 
Ÿ
Robert L. Lumpkins
 
 
 
Ÿ
Steven M. Seibert
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2018:
Six
 
 
 
 
Key Responsibilities:
 
 
 
 
Ÿ
recommending to the Board a set of corporate governance principles and providing ongoing oversight of governance;
 
Ÿ
recommending to the Board nominees for director;
 
Ÿ
recommending to the Board all committee assignments;
 
Ÿ
developing and recommending to the Board a compensation and benefits program for the non-employee directors;
 
Ÿ
overseeing the Board and committee annual evaluation process, including individual peer review;
 
Ÿ
overseeing, from a corporate governance perspective, the manner in which the Board and its Committees review and assess enterprise risk;
 
Ÿ
reviewing and approving certain transactions involving related persons; and
 
Ÿ
reviewing the succession plan for the CEO.

24


Environmental, Health, Safety and Sustainable Development Committee
 
Six Members:
 
 
 
 
 
Ÿ
Emery N. Koenig, Chair
 
 
 
 
Ÿ
Denise C. Johnson
 
 
 
Ÿ
David T. Seaton
 
 
 
Ÿ
Steven M. Seibert
 
 
 
 
Ÿ
Luciano Siani Pires
 
 
 
Ÿ
Kelvin R. Westbrook
 
 
 
Meetings During 2018:
Five
 
 
 
 
Key Responsibilities:
 
 
 
 
Provides oversight of our EHSS strategic vision and performance, including the safety and health of employees and contractors; environmental performance; the systems and processes designed to manage EHSS risks, commitments, public responsibilities and compliance; relationships with an impact on communities with respect to EHSS matters; public policy and advocacy strategies related to EHSS issues; and achieving societal support of major projects. Its responsibilities include, among others:
 
Ÿ
overseeing the effectiveness of management’s systems, policies and processes that support our EHSS goals, commitments and compliance obligations;
 
Ÿ
conducting an annual environment, health and safety management system review;
 
Ÿ
reviewing with management compliance with environmental, health and safety laws, and pending or threatened environmental, health and safety proceedings;
 
Ÿ
overseeing management’s responses to significant emerging EHSS issues;
 
Ÿ
reviewing sustainability issues, including product stewardship;
 
Ÿ
overseeing our processes and practices for stakeholder engagement on EHSS matters; and
 
Ÿ
overseeing our processes for managing EHSS risks.
Other Policies and Practices Relating to the Board of Directors
Board Leadership Structure
As provided in our Corporate Governance Guidelines, our Board retains the right to exercise its discretion in combining or separating the offices of Chairman and CEO. Our Board believes that this issue is part of the succession planning process and that it is in the best interests of Mosaic for the Board to make a determination when it elects a new CEO.
At the present time, we have separated these two offices, with Mr. Ebel serving as our non-executive Chairman and Mr. O’Rourke serving as our CEO. In continuing the separation of the offices of Chairman and CEO, our Board has taken into account a number of factors, including:
 
Ÿ
Separating these positions allows our non-executive Chairman to focus on the Board’s role of providing advice to, and independent oversight of, management; and
 
Ÿ
The time and effort our CEO needs to devote to the management and operation of Mosaic, and the development and implementation of our business strategies.
    
In his role as non-executive Chairman, Mr. Ebel, among other things:
 
Ÿ
Leads the Board’s process for assessing the performance of the CEO;
 
Ÿ
Acts as a liaison between the Board and senior management;
 
Ÿ
Establishes, prior to the commencement of each year and in consultation with the Corporate Governance and Nominating Committee, a schedule of agenda subjects to be discussed during the year;
 
Ÿ
Establishes the agenda for each regular Board meeting;
 
Ÿ
Presides over each Board meeting; and
 
Ÿ
Presides over private sessions of the non-management directors at regular Board meetings.

25


Evaluation of Board Performance
In order to continue to evaluate and improve the effectiveness of the Board, under the guidance of the Corporate Governance and Nominating Committee, our directors annually evaluate the Board’s performance, including the performance of each Board committee. The evaluation process includes a survey of the individual views of directors, a summary of which is then shared with the Board, as well as peer review of individual directors. The Corporate Governance and Nominating Committee annually evaluates its own performance as well as the performance of the Board as a whole, including peer review, and each other Board committee annually evaluates its own performance.
Executive Sessions
The non-management directors, including Mr. Siani Pires meet in executive session at each regular Board meeting without the CEO or other members of management in attendance. In addition, our independent directors meet in executive session at least annually. Mr. Ebel, our Chairman of the Board, presides at these sessions. Similarly, all Board committees regularly meet in executive session without management.
Director Meeting Attendance
Directors are expected to regularly attend Board meetings and meetings of committees on which they serve and to spend the time necessary to properly discharge their responsibilities. In addition to attendance at Board and committee meetings, directors discharge their responsibilities throughout the year by personal meetings and telephone contact with our executive officers and others regarding our business and affairs. Our full Board held five regular and two special meetings during 2018. Each director, other than Mr. Bernardes, as described below, was present for at least 88 percent of the aggregate number of meetings of the Board and committees of the Board of which such director was a member that occurred during 2018 and subsequent to the election of such director to the Board. Mr. Bernardes, who was first elected to the Board by our stockholders in May 2018, attended 67 percent of our meetings due to pre-existing conflicts that existed at the time of his election to the Board.
All directors and director nominees for election or re-election to the Board at an annual meeting of stockholders are expected to attend the annual meeting. Last year, all of our then-serving directors attended the 2018 Annual Meeting of Stockholders (“2018 Annual Meeting”).
Communications with the Board
The Board believes that accessibility to the members of our Board is an important element of our corporate governance practices and has adopted a policy regarding communications with our Board. Pursuant to the policy, our Senior Vice President, General Counsel and Corporate Secretary serves as confidential intermediary between stockholders or other interested parties and our Board.
Stockholders and interested parties are offered several methods for communication with the Board, including via e-mail and through a toll-free telephone number monitored by the office of our Senior Vice President, General Counsel and Corporate Secretary. They may:
 
Ÿ
contact our Board via our toll-free telephone number at (877) 261-2609 inside the United States, or call collect to (503) 726-3224 outside the United States;
 
Ÿ
send written communication in care of our Senior Vice President, General Counsel and Corporate Secretary at The Mosaic Company, Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441;
 
Ÿ
send e-mail messages to our Board, including the presiding director of our non-management directors or the non-management directors as a group, to directors@mosaicco.com; or
 
Ÿ
send communications relating to accounting, internal accounting controls or auditing matters by means of e-mail messages to auditchair@mosaicco.com.
    
Any such communications by employees may be made on a confidential and/or anonymous basis. Stockholders making such communication are encouraged to state that they are security holders and provide the exact name in which their shares are held and the number of shares held.
“Spam” such as advertising, solicitations for business, requests for employment or requests for contributions will not be forwarded.
Our Senior Vice President, General Counsel and Corporate Secretary, or a member of his staff under his direction, may handle in his discretion any communication that is described within any of the following categories:
 
Ÿ
routine questions, complaints and comments that management can appropriately address;

26


 
Ÿ
routine invoices, bills, account statements and related communications that management can appropriately address;
 
Ÿ
surveys and questionnaires; and
 
Ÿ
requests for business contacts or referrals.
In that case, he will provide a copy of the original communication to the Chairman of the Board (or to the Chair of the Corporate Governance and Nominating Committee) and advise of any action taken with respect to the communication. Our Senior Vice President, General Counsel and Corporate Secretary, or a member of his staff, will forward any communications not clearly addressed as set forth above to the Chairman of the Board for handling.
The full text of our policy regarding stockholder communications with the Board is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.
Policy and Procedures Regarding Transactions with Related Persons
Our Board, upon the recommendation of the Corporate Governance and Nominating Committee, has adopted a Related Person Transactions Approval Policy. A copy of the policy is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.
The Related Person Transactions Approval Policy delegates to our Corporate Governance and Nominating Committee responsibility for reviewing, approving or ratifying transactions with “related persons” that are required to be disclosed under the rules of the SEC. Under the policy, a “related person” includes any director, executive officer or 5% stockholder and members of their immediate family.
Our Related Person Transactions Approval Policy applies to transactions that involve a related person where we are a participant and the amount involved exceeds, or is reasonably expected to exceed, $120,000, and in which the related person otherwise has a direct or indirect material interest, as well as any amendment or modification to an existing related person transaction.
No director may participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director is required to provide to the Corporate Governance and Nominating Committee all material information concerning the related person transaction as may be requested by the committee. Any related person transaction that is not approved or ratified, as the case may be, will be voided, terminated or amended, or such other actions will be taken in each case as determined by the Corporate Governance and Nominating Committee so as to avoid or otherwise address any resulting conflict of interest.
Related person transactions under the policy do not include:
 
Ÿ
Any transaction where the related person’s interest derives solely from the fact that he or she serves as a director or officer of a not-for-profit organization or charity that receives donations from us in accordance with a matching gift program of ours that is available on the same terms to all of our employees;
 
Ÿ
Indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person;
 
Ÿ
Any transaction that involves compensation to a director (if such arrangement has been approved by our Board) or executive officer (if such arrangement has been approved, or recommended to the Board for approval, by the Compensation Committee of our Board or is otherwise available generally to all of our salaried employees) in connection with his or her duties to us, including the reimbursement of business expenses incurred in the ordinary course in accordance with our expense reimbursement policies that are applicable generally to all salaried employees; or
 
Ÿ
Any transaction entered into in the ordinary course of business pursuant to which the related person’s interest derives solely from his or her service as a director or employee (including an executive employee) of another corporation or organization that is a party to the transaction and (i) the related person does not receive directly any compensation or other direct material benefit of any kind from the other corporation or organization due, in whole or in part, to the creation, negotiation, approval, consummation or execution of the transaction, and (ii) the related person is not personally involved, in his or her capacity as a director or employee of the other corporation or organization, in the creation, negotiation or approval of the transaction.

27


In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominating Committee will consider, among others, the following factors to the extent it deems relevant:
 
Ÿ
Whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or 5% stockholder of ours;
 
Ÿ
Whether there are demonstrable business reasons for us to enter into the related person transaction;
 
Ÿ
Whether the related person transaction could impair the independence of a director under our Director Independence Standards;
 
Ÿ
Whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors our Corporate Governance and Nominating Committee deems relevant; and
 
Ÿ
Whether the related person transaction is permitted under the covenants pursuant to our material debt agreements.
Director Education Policy
Our Board believes that our stockholders are best served by a board of directors comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to board service. Our Board has adopted a Director Education Policy that encourages all directors to pursue ongoing education and development studies on topics that they deem relevant given their individual backgrounds and committee assignments on the Board. In order to facilitate ongoing education, our management provides to our directors on a periodic basis pertinent articles and information relating to our business and our competitors and to corporate governance and regulatory issues, as well as presentations by subject matter experts on new legal and regulatory requirements. We also maintain a membership for each of our directors in an organization dedicated to corporate governance and ongoing education, and fund the reasonable costs of attending director education programs. Directors serving on multiple boards are encouraged to obtain pro rata reimbursement of their director education expenses from each corporation that they serve. Prior approval for attendance is obtained from the chair of the Corporate Governance and Nominating Committee in each case where a director intends to seek reimbursement of the cost of attendance.
Code of Business Conduct and Ethics
Our Board and management are dedicated to sound corporate governance principles. Our Code of Business Conduct and Ethics (the “Code of Ethics”) is a statement of our high standards for ethical and legal compliance, and it governs the manner in which we conduct our business. All of our employees, officers, directors, agents and representatives, including consultants, are expected to comply with our Code of Ethics. Each of our directors and officers, as well as over 4,000 other employees in our last annual certification cycle, is requested annually to certify compliance with the Code of Ethics. A copy of our Code of Ethics is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.
DIRECTOR COMPENSATION
Overview
Non-Employee Directors. The Corporate Governance and Nominating Committee reviews our director compensation program on an annual basis to ensure that it is competitive with market practices. Although matters of director compensation ultimately are the responsibility of the full Board, the Corporate Governance and Nominating Committee evaluates director compensation levels, makes recommendations regarding the structure of director compensation, and develops a director pay philosophy that is aligned with the interests of our stockholders. Although our director compensation program is reviewed annually, our Corporate Governance and Nominating Committee expects that, absent special circumstances, director compensation levels would be adjusted no more frequently than every two years.

28


As provided in our Corporate Governance Guidelines, our Corporate Governance and Nominating Committee, in making recommendations regarding director compensation, is guided by three goals:
 
Ÿ
Compensation should fairly pay directors for work required for a company of our size and scope;
 
Ÿ
Compensation should align directors’ interests with the long-term interests of stockholders; and
 
Ÿ
The structure of compensation should be simple, transparent and easy for our stockholders to understand.
In the course of conducting its review of director compensation, the Corporate Governance and Nominating Committee from time to time reviews various formal studies regarding director compensation practices at public companies, as well as a variety of other data sources. Our Corporate Governance and Nominating Committee also has the sole authority to select, retain and terminate an independent compensation consultant and to approve the consultant’s fees and other retention terms.
As discussed in footnote (6) to the 2018 Non-Employee Director Compensation Table beginning on page 30, Mr. Siani Pires has declined compensation for his service on the Board.
Employee Directors. Directors who are employees receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which they are employees. During 2018, James (“Joc”) C. O’Rourke, our current CEO, was an employee and director. All of our compensation to our CEO is set forth under “Executive Compensation Tables” beginning on page 50.
The following table and accompanying narrative and notes provide information about our compensation for service as a non-employee director during 2018.
Director Compensation Policy
Our director compensation policy, prior to the change described below, provided for cash compensation to non-employee directors as follows:
an annual cash retainer of $160,000 to our Chairman of the Board and $80,000 to each other director;
an annual cash retainer of $20,000 to the Chair of our Audit Committee;
an annual cash retainer of $15,000 to the Chair of our Compensation Committee; and
an annual cash retainer of $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.
In addition, the policy provided for a single annual grant of RSUs, with a grant date value of $240,000 for our Chairman of the Board and $145,000 for each other non-employee director.
The RSUs are granted at each annual meeting where a non-employee director is elected or re-elected and vest completely on the date of the next annual meeting, but vested RSUs are subject to an additional holding period and are not issued until the third anniversary of the grant date. We establish the number of shares subject to the grant of RSUs by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant. If a director ceases to be a director prior to vesting, the director will forfeit the RSUs except in the event of death (in which case the RSUs will vest immediately) or unless otherwise determined by our Corporate Governance and Nominating Committee. Vested but unissued RSUs of a director who is removed for cause will be forfeited, and as to RSUs for which an election has been made under our long-term equity deferral plan, shares will be issued in accordance with the director’s election. The RSUs include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid following vesting of the award at the same time as we issue shares of our Common Stock. A director may elect that up to half of the RSUs granted to the director be paid in cash rather than shares of Common Stock.
At its meeting in December 2018, upon the recommendation of the Corporate Governance and Nominating Committee following its annual review of our director compensation program, the Board approved an increase in non-employee director compensation. Effective January 1, 2019, the director compensation policy was amended to provide as follows:
an annual cash retainer of $180,000 to our Chairman of the Board and $90,000 to each other director;
an annual cash retainer of $20,000 to the Chair of our Audit Committee;
an annual cash retainer of $15,000 to the Chair of our Compensation Committee; and
an annual cash retainer of $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

29


In addition, the amended policy effective January 1, 2019 provides for a single annual grant of RSUs, with a grant date fair value of $260,000 for our Chairman of the Board and $155,000 for each other non-employee director.
The Mosaic Non-Qualified Deferred Compensation Plan permits a director to elect to contribute up to 100% of the director’s fees on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance accrues gains or losses at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available for selection by participants as investments under the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code, except that the Mosaic Stock Fund investment alternative is excluded. Because the rate of return is based on actual investment measures, no above-market earnings are paid. The Mosaic Non-Qualified Deferred Compensation Plan provides that our Board, as constituted immediately before a change-in-control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan.
Our unfunded non-qualified equity deferral plan and the applicable RSU award agreements allow eligible directors to elect to contribute all or a portion of annual RSU grants to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the director at the time of his or her deferral election. For each share that would have been issued under an RSU award but for an election to defer its receipt, the director will be credited with a recordkeeping amount of cash equal to the dividends per share paid or payable to holders of our Common Stock on a share of our Common Stock. This recordkeeping amount will be paid out consistent with the payment dates specified in the plan.
We also reimburse our directors for travel and business expenses incurred in connection with meeting attendance. We do not pay meeting fees, and we do not provide any perquisites to our non-employee directors except for reimbursement of travel expenses when spouses attend Board functions.
2018 Non-Employee Director Compensation Table
Name
Fees Earned or Paid
in Cash
($) (1)
Stock Awards
($) (2)(3)
All Other
Compensation
($) (4)
Total
($)
Oscar P. Bernardes
36,000
145,011
181,011
Nancy E. Cooper
100,000
145,011
8,675
253,686
Gregory L. Ebel
139,918
240,005
8,675
388,598
Timothy S. Gitzel
80,000
145,011
8,675
233,686
Denise C. Johnson
80,000
145,011
8,675
233,686
Emery N. Koenig (5)
80,000
145,011
8,675
233,686
Robert L. Lumpkins
108,791
145,011
14,553
268,355
William T. Monahan
95,000
145,011
8,675
248,686
James L. Popowich
28,791
8,675
37,466
Luciano Siani Pires (6)
David T. Seaton
80,000
145,011
8,675
233,686
Steven M. Seibert
90,000
145,011
8,675
243,686
Kelvin R. Westbrook
80,000
145,011
225,011
 
(1)
Reflects the aggregate amount of the cash retainers earned or paid for 2018.
(2)
Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or FASB ASC 718. The assumptions used in our valuation of these awards are discussed in note 20 to our audited financial statements for 2018 included in the 2018 10-K Report.
(3)
The following table shows the number of RSUs held at December 31, 2018 by each non-employee director:

30


Director
Restricted Stock Units Held at
December 31, 2018 (#)
Vesting Date 
Gregory L. Ebel
 
 
6,038
5/18/2017
 
 
 
6,346
5/10/2018
 
 
 
9,098
5/23/2019
Robert L. Lumpkins
 
 
10,129
5/18/2017
 
 
 
10,503
5/10/2018
 
 
 
5,497
5/23/2019
Each of Nancy E. Cooper, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, William T. Monahan, David T. Seaton and Steven M. Seibert
6,038
5/18/2017
6,346
5/10/2018
5,497
5/23/2019
Kelvin R. Westbrook
4,079
5/18/2017
6,346
5/10/2018
5,497
5/23/2019
James L. Popowich
 
 
6,038
5/18/2017
 
 
 
6,346
5/10/2018
Oscar P. Bernardes
 
 
5,497
5/23/2019
Luciano Siani Pires
 
 
(6)
(6)
(4)
Reflects dividend equivalent payments for 2018. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.
(5)
Mr. Koenig elected to defer 100% of his fees earned or paid in cash pursuant to the Mosaic Non-Qualified Deferred Compensation Plan.
(6)
Mr. Siani Pires has declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies.

31


EXECUTIVE COMPENSATION
TABLE OF CONTENTS
 
Page
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (CD&A) describes the material elements of our executive compensation program for our Named Executive Officers for 2018. Our Named Executive Officers were:
2018 Named Executive Officers
James ("Joc") C. O'Rourke
President and Chief Executive Officer (“CEO”)
Clint C. Freeland
Senior Vice President and Chief Financial Officer (1)
Anthony T. Brausen
Former Senior Vice President and Interim Chief Financial Officer (2)
Richard L. Mack
Former Executive Vice President and Chief Financial Officer (3)
Richard N. McLellan
Senior Vice President - Mosaic Fertilizantes
Walter F. Precourt III
Senior Vice President - Phosphates (4)
Corrine D. Ricard
Senior Vice President - Commercial
Kimberly K. Bors
Former Senior Vice President and Chief Human Resources Officer (5)
(1) Mr. Freeland joined Mosaic on June 4, 2018.
(2) Mr. Brausen served as Mosaic’s Senior Vice President and Interim Chief Financial Officer from January 31, 2018 until June 4, 2018, at which time he transitioned to a Senior Advisor role.
(3) Mr. Mack served as Mosaic’s Executive Vice President and Chief Financial Officer until January 31, 2018, when he transitioned to the role of Senior Advisor. His last day of employment was on May 31, 2018.

32


(4) Mr. Precourt served as Mosaic’s Senior Vice President - Phosphates until January 1, 2019, when he transitioned to Senior Vice President - Strategy and Growth.
(5) Ms. Bors ceased to be an executive officer on November 30, 2018, her last date of employment with Mosaic.
Executive Summary
2018 Business Highlights
During 2018, we captured the benefit of improved market conditions and achieved strong business and financial performance:
On January 8, 2018, we completed the acquisition of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K Ltda, which we also refer to as Mosaic Fertilizantes) making us the leading fertilizer production and distribution company in Brazil.
Mosaic Fertilizantes delivered $227 million in operating earnings and $158 million in net synergies year-to-date, as well as an additional $21 million in benefits from our business-to-business market strategy during 2018.
We prepaid $684 million against our term loan and paid off $89 million in maturing bonds bringing our total repayments of long-term debt, including other long-term debt, in 2018 to over $800 million.
The Potash team delivered record production in 2018.
We made significant progress on our Esterhazy K3 project, including the recent commissioning of the first production hoist and conveyor to the K2 mill.
The transformation of the Phosphate business delivered meaningful financial and operational benefits, allowing significant savings and deferral of capital spending without sacrificing safety, mechanical integrity or reserve life.
We shipped a record 3 million tonnes of our premium product, MicroEssentials®, including over 1 million tonnes to Brazil.
We received the final permit for our Ona mine site which gives us access to a large reserve and helps extend Florida phosphate mining for decades to come.
We generated another year of record safety performance, even as we pushed to reduce costs and integrate our largest acquisition ever.
2018 Financial Highlights
 
2018
2017
Net Sales (in millions)
$
9,587.3

$
7,409.4

Net Income (Loss) (in millions)*
$
470.0

$
(107.2
)
Net Earnings (Loss) per Share*
$
1.22

$
(0.31
)
Operating Earnings (in millions)
$
928.3

$
465.7

*Net earnings (loss) for 2017 included a discrete tax expense of $451 million, or ($1.30) per diluted share primarily due to enactment of the U.S. Tax Cuts and Jobs Act.
Executive Compensation Highlights
We operate in a cyclical and seasonal industry in which profitability is heavily influenced by commodity prices and other factors, including the price, supply and demand of our fertilizer products and the key inputs we use to produce them. While some of these factors are controllable, others are not. As a result, our incentive measures reflect key financial and operational performance that take into consideration the impact of external factors, yet are within the control of management. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Our executive compensation program offers traditional base salary, short-term incentives tied to financial and operational performance and long-term incentives linked to stock price performance.

33


2018 compensation highlights include:
The majority of target direct compensation for 2018 was “at risk” based on financial, operational and stock price performance.
Our short-term incentive plan paid out at 187.16% of target for our executive officers, reflecting:
maximum or near maximum performance under each of our financial performance measures, which are aligned with achievement of our business strategies and indicators of operational excellence while driving stockholder value:
w return on invested capital (“ROIC”);
w controllable operating costs per tonne; and
w free cash flow;
attainment of record sales for our premium products, including MicroEssentials®; and
performance at near maximum level against goals for our Management System Effectiveness measure, the elements of which promote environmental health safety and sustainability behaviors and objectives.
Our long-term incentive awards granted in 2018 for the 2018 - 2020 performance period consisted of one-third time-based restricted stock units (“RSUs”) and two-thirds total stockholder return (“TSR”) performance units.
After the annual compensation market analysis, our Compensation Committee determined to transition from stock options to RSUs for the executive team and other key employees in 2018, in order to promote retention of these valued employees, and to maintain their focus on integrating the Brazil Acquisition and on achieving our strategic initiatives.
TSR performance unit awards granted in 2018 require positive net earnings and 10% TSR growth to earn target awards and, for our executive officers, a three-year performance period followed by an additional one-year holding period on earned shares.
Our long-term incentive awards granted in 2016 for the 2016 - 2018 performance period consisted of one-third stock options, one-third TSR performance units and one-third ROIC performance units.
TSR performance units vested below target and paid out at values significantly below the grant date value (-72%), reflecting the decline in our stock price since their grant date.
We did not meet the minimum ROIC performance threshold for units granted in 2016, therefore, none of these awards were earned or vested.
Compensation Practices and Policies
The Compensation Committee periodically reviews our compensation program to ensure that it remains consistent with our pay-for-performance philosophy and, as a whole, reflects what the Compensation Committee believes to be best practices among our peer group and the broader market. Highlights of our 2018 compensation practices and policies are presented below.
What We Do
ü
Majority of target direct compensation is tied to performance and at risk
ü
Appropriate balance between short-term and long-term compensation to discourage short-term risk taking
ü
Compensation Committee discretion to reduce (but not increase) executive officer short-term incentive payouts
ü
Clawback policy applicable to annual and long-term incentives
ü
Executive change-in-control agreements and long-term incentive awards with double trigger required in a change in control
ü
Stock ownership guidelines of 5x annual salary for CEO and 3x annual salary for other executive officers; required to hold 75% of all shares acquired from vested equity until ownership level is achieved
ü
Independent executive compensation consultant and Compensation Committee access to other independent advisors
ü
Limited perquisites
ü
Annual say-on-pay vote

34




What We Don’t Do
û
We do not enter into executive employment agreements with lengthy terms, other than in unique circumstances where such agreements are deemed appropriate
û
We do not award uncapped incentives that could contribute to excessive risk taking
û
We do not provide tax gross-ups under our executive change-in-control agreements
û
We do not permit hedging or pledging of Mosaic stock
û
We do not reprice options under our stock plan
2018 Stockholder Say-on-Pay Votes
We provide our stockholders with the opportunity to cast a Say-on-Pay vote each year. At our 2018 Annual Meeting, approximately 95% of the votes cast on our Say-on-Pay proposal were voted in favor of it.
Our Compensation Committee considered this a favorable outcome and believes it conveyed our stockholders’ strong support for our Compensation Committee’s decisions and our executive compensation programs and practices. After considering this support and other factors, including the desire to continually enhance and improve our programs and practices, our Compensation Committee made no material changes in our executive compensation programs or practices for 2018, except that we transitioned from stock options to time-based restricted stock units for one-third of our long-term incentive program.
CEO Reported and Realizable Pay for 2018, 2017 and 2016
As shown in the table below, aggregate Realizable Pay for our CEO for 2018, 2017 and 2016 was 87% of Reported Pay. The information presented is intended to supplement, rather than to replace, the information found in the 2018, 2017 and 2016 Summary Compensation Table on page 51 for the applicable years, because our Compensation Committee believes it is helpful to look at performance-based compensation from the perspective of what is actually realizable compared to reported, and that this comparison helps to illustrate the effectiveness of performance-based compensation.
3-Year Reported Pay vs. Realizable Pay
ceorpa03.gif
(a) Reported Pay includes (i) base salary, (ii) actual annual short-term incentive earned and (iii) the target grant date fair value of annual and long-term incentive compensation for 2018, 2017 and 2016 for our CEO in each year.
(b)
Realizable Pay includes (i) base salary, (ii) actual annual short-term incentive earned, (iii) the value of outstanding in-the-money stock options and unvested RSUs granted during the periods presented based on the closing price of our Common Stock on December 31, 2018, the last trading day of 2018, or $29.21, (iv) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 31, 2018 to determine the estimated vesting percentage and (v) the ROIC performance unit awards granted for the 2016-2018 performance period shown at zero value because that award was forfeited early in 2019.

35


Executive Compensation Program
Compensation Philosophy and Program Objectives
Our executive compensation program aims to align our strategic interests with our stockholders’ interests, achieve our business objectives, and optimize our ability to attract, retain and motivate key executives to create stockholder value. Within this overall compensation objective, our Compensation Committee makes executive officer compensation decisions based on desired business direction, strategy, individual achievement and relative positioning within our comparator or peer group.
Our executive compensation program is designed to build a competitive advantage in a global industry heavily influenced by factors such as fertilizer and other commodity prices. The program is shaped by the realities of a capital-intensive, cyclical and seasonal business with potentially large swings in profitability due to a number of factors outside our control, including:
price, supply and demand of our fertilizer products and the key inputs we use to produce them;
cash crop prices affecting farmer income levels and affordability of crop nutrients;
weather events and patterns affecting crop yields and prices;
raw material and energy costs that affect profit margins;
government fertilizer subsidies and other farm policies; and
environmental regulations and the costs of compliance and risk abatement.
Due to the high degree of market risk we face, our executive compensation program must be tailored to reflect the impact of external factors, competitive and valued by executives in order to attract, motivate and retain the executive talent needed to manage one of the largest producers of fertilizer products in the world.
As a result, our incentive measures reflect key financial and operational performance that take into consideration the impact of external factors, yet are within the control of management. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Program elements are designed to work in concert to meet our needs and those of our executive officers in a way that aligns with the interests of our stockholders. When evaluating the competitiveness of our program, we look at total direct compensation rather than each element individually. In this way, we are better able to track and manage program cost in the same manner as other business expenses.

36


Elements of Compensation
The elements of our executive compensation program for our executive officers include:
 
Compensation Element
Purpose
Key Principles
Fixed
Base Salary
s Provide a fixed level of competitive base pay to attract and retain talent.
s Salaries are set based on responsibilities, experience and leadership competencies including
       – executive experience
       – demonstrated knowledge
       – organizational impact
s Salary levels should be competitive and generally approximate the 50th percentile of our comparator group.
Variable
Short-Term Incentives
s Motivate short-term performance against specified financial and operational targets.      
s Align performance objectives with the interests of our stockholders.
s Target short-term incentive range from 65% to 135% of executive officer’s base salary, based on:
       – responsibilities of position
       – experience in that role
       – consideration of market data
s Incentive measures reflect key financial and operational performance that take into consideration the impact of external factors, yet are within the control of management.
s Common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Long-Term Compensation Incentives
s Link management compensation to stock price performance to align with stockholder interests.
s Long-term incentives provide for the majority of the executives’ total direct compensation.
s Target award levels are based on:
       – responsibilities of position
       – individual contribution to business outcomes
       – company performance
       – consideration of market data
s Long-term incentives may be comprised of performance-based restricted stock units, stock options and/or time-based restricted stock units.
s Off-cycle grants of time-based restricted stock units may be awarded for recruitment, retention or promotional purposes.
Other
Benefits and Perquisites
s Provide competitive programs for wellness, health care, financial security and capital accumulation for retirement.
s Provide limited perquisites to enable our executives to focus their attention on business strategies.
s Executive officers may participate in the 401(k) plan and health and welfare plans generally made available to our employees.
s Executive officers may also participate in the Mosaic Non-Qualified Deferred Compensation Plan which offers restoration provisions to make up for amounts that would have been contributed to the 401(k) plan but for annual contribution limits imposed by the Code.
s Named Executive Officers who were employees of Cargill before the 2004 business combination between IMC and Cargill's fertilizer business have additional pension and retirement benefits.
2018 Compensation Decisions
Setting 2018 Target Compensation
The tables below show the components of total direct compensation, assuming target performance, for each Named Executive Officer, as set in March 2018 by our Compensation Committee, together with the other independent directors in the case of our CEO’s total direct compensation. In setting total direct compensation, consideration was given to the competitive positioning of each component for comparable roles within our comparator group, as well as the Named Executive Officer’s specific individual achievements against 2017 strategic priorities.

37


James ("Joc") C. O'Rourke
President and CEO
Performance Highlights:
w
Leadership in executing on the acquisition of the global phosphate and potash operations of the Brazil Acquisition
w
Aggressively managed all costs to increase competitiveness and improve Mosaic's relative phosphate and potash cost curve positions
w Leadership in growing premium product sales year over year
w
Effective prioritization and balancing capital allocation to ensure short and long-term financial success and maintaining Mosaic's investment grade rating
w
Strengthening of environmental compliance and advancement of efforts to reduce potentially serious incidents
w Effectively managed the progression of the K3 mine and elimination of brine inflow
Compensation
Component
2018
% Change from 2017
% of Target Total Direct Compensation
Peer Group Median (1)
Base Salary (2)
$1,190,000
4%
14%
$1,175,000
Target Short-Term Incentive
  (135% of base salary)
$1,606,500
8%
19%
$1,560,000
Target Long-Term Incentive
$5,600,000
12%
67%
$6,000,000
Target Total Direct Compensation
$8,396,500
10%
100%
$8,775,000
(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.
(2) Effective April 1, 2018
Richard N. McLellan
Senior Vice President - Mosaic Fertilizantes
Performance Highlights:
w
Creation of integration plan and strategic priorities for Brazil, including people, systems, processes and assets
w
Execution on improving phosphate distribution margin per tonne and increasing MicroEssential® sales in Brazil
Compensation
Component
2018
% Change from 2017
% of Target Total Direct Compensation
Peer Group Median (1)
Base Salary (2)
$550,000
—%
25%
$580,000
Target Short-Term Incentive
  (80% of Base Salary)
$440,000
—%
20%
$450,000
Target Long-Term Incentive
$1,200,000
9%
55%
$1,155,000
Target Total Direct Compensation
$2,190,000
5%
100%
$2,165,000
(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.
(2) Effective April 1, 2018

38


Walter F. Precourt III
Senior Vice President - Phosphates through January 1, 2019
Currently Senior Vice President - Strategy and Growth
Performance Highlights:
w
Implementation of phosphate transformation plan to support our cost savings initiatives, including the idling of Plant City Florida facility and extending the life of mining operations at our Four Corners and South Ft. Meade mining operations
w
Significantly improved year-over-year minerals production and cost performance 
w
Completion of the ramp up of the New Wales MicroEssentials® investment
w
Conversion of the Louisiana Uncle Sam facility to operate primarily on Miski Mayo rock
Compensation
Component
2018
% Change from 2017
% of Target Total Direct Compensation
Peer Group Median (1)
Base Salary (2)
$500,000
6%
24%
$580,000
Target Short-Term Incentive
  (70% of Base Salary)
$350,000
6%
17%
$450,000
Target Long-Term Incentive
$1,200,000
20%
59%
$1,155,000
Target Total Direct Compensation
$2,050,000
14%
100%
$2,165,000
(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.
(2) Effective April 1, 2018
Corrine D. Ricard
Senior Vice President - Commercial
Performance Highlights:
w
Optimization of sales in our India and China operations
w
Execution on delivering high margin premium portfolio of products such as MicroEssentials®, Aspire® and K-Mag® 
w
Leadership in transforming supply chain competitiveness through logistics network changes, improved vessel competitiveness and raw material optimization
Compensation
Component
2018
% Change from 2017
% of Target Total Direct Compensation
Peer Group Median (1)
Base Salary (2)
$475,000
3%
25%
$580,000
Target Short-Term Incentive
  (70% of Base Salary)
$332,500
3%
17%
$450,000
Target Long-Term Incentive
$1,100,000
10%
58%
$1,155,000
Target Total Direct Compensation
$1,907,500
7%
100%
$2,165,000
(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.
(2) Effective April 1, 2018

39


Kimberly K. Bors
Former Senior Vice President and Chief
Human Resources Officer
Performance Highlights:
w
Leadership of and transformation plan for the Human Resources function, processes and policies
w
Development of the integration plan for the Brazil Acquisition for People and Human Resources systems and processes
w    Deployment of Human Resources, Talent and Total Rewards strategy to further enable business growth and high performance culture
Compensation
Component
2018
% Change from 2017
% of Target Total Direct Compensation
Peer Group Median (1)
Base Salary (2)
$415,000
4%
32%
$420,000
Target Short-Term Incentive
  (65% of Base Salary)
$269,750
12%
21%
$265,000
Target Long-Term Incentive
$600,000
20%
47%
$545,000
Target Total Direct Compensation
$1,284,750
13%
100%
$1,265,000
(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.
(2) Effective April 1, 2018
Clint C. Freeland Mr. Freeland, our incoming Senior Vice President and Chief Financial Officer, commenced employment on June 4, 2018 and was not part of the Compensation Committee's annual planning process. Mr. Freeland's new hire compensation is described on page 47 .
Richard L. Mack Mr. Mack, our outgoing Executive Vice President and Chief Financial Officer, transitioned to an advisory role on January 31, 2018 and was not part of the Compensation Committee's annual planning process. Mr. Mack's transition arrangement is described on page 48.
Anthony T. Brausen Mr. Brausen served in the role of Senior Vice President - Finance and Interim Chief Financial Officer from January 31, 2018 until June 4, 2018, when he transitioned to a Senior Advisor role. On March 7, 2018, Mr. Brausen entered into a letter agreement in connection with his new role through his anticipated retirement date. Mr. Brausen was not part of the annual planning process. His letter agreement is described on page 47 .
Base Salary
We provide base salary as a means to deliver a fixed amount of compensation to our executive officers. Our Compensation Committee reviews base salary levels in March and adjustments are made when appropriate and generally to maintain the executive officer's position with respect to market median. Changes in base salary are effective on April 1.
Short-Term Incentive Program
Overview
Our Named Executive Officers are eligible to earn annual cash incentive compensation under our Management Incentive Plan. Cash incentives are awarded in March of each year and are payable only if, and to the degree, we achieve enterprise-wide performance measures. Our Compensation Committee has the ability to exercise negative discretion to reduce or eliminate payouts under the Management Incentive Plan if it deems appropriate.
2018 Short-Term Incentive Measures
The performance measures utilized in our short-term incentive plan are linked to achievement of our business strategies and indicators of operational excellence while driving stockholder value. We believe these measures promote behaviors that will further our efforts to: (1) improve on our position as a low cost producer of fertilizer products, (2) grow sales revenues and improve margins, including by developing new products that improve crop yields, (3) build on our strong EHSS record, (4) make new capital investments that support our strategies, and (5) produce strong, consistent cash flows.

40


Short-Term Incentive Measure
Weight
Purpose and Structure
Incentive ROIC (1)
30%
s ROIC focuses attention on the efficient and effective use of our capital given our significant capital investments for property, plant and equipment, working capital and inventories, and large sustaining capital.
s ROIC target is generally determined using the prior year-end weighted average cost of capital (“WACC”). At the time the Compensation Committee set the ROIC metric at the beginning of 2018, it considered the global market conditions, including relatively low phosphate and potash prices, and determined that it would be best to reduce the ROIC target below the prior year-end WACC to provide a realistic target.
Incentive Controllable Operating Costs Per Tonne (1)
20%
s Controllable Operating Costs per Tonne focuses on controllable elements in our cost of goods sold and rewards continuous improvement efforts across a wide range of mining, processing, supply chain and distribution activities that lead to efficiency gains.
s Target costs for each tonne produced (excluding raw materials and other noncontrolable items) are lower than the prior year’s actual costs plus inflation, to incentivize continuous year-over-year improvement.
Free Cash Flow (1)
30%
s Focuses on our ability to generate cash and support our investment grade credit rating
s Target goal is derived from budgeted enterprise operating earnings, cash flow from operations and capital expenditures.
Safety  Management System Effectiveness (“MSE”)
10%
s MSE is tied to the effectiveness of Mosaic’s environmental health and safety management system, which broadly reflects our EHSS focus. As a leading indicator we believe its utilization promotes focus on behaviors aimed at preventing safety incidents and promoting other EHSS initiatives, including sustainability.
s Target goal set for year-over-year improvement.
Premium Product Sales
10%
s Focuses on achieving sales of our premium products, including MicroEssentials®, which we believe provide us with a competitive advantage with customers in North and South America.
s 2018 target is 6% higher than actual 2017 sales volume.
(1) Subject to adjustments as described in Appendix A to this Proxy Statement.
Individual Bonus Opportunity and Amount of Pool
Individual Base Salary ($)
x
Individual Bonus Opportunity, at Target (%)
=
Individual Bonus Opportunity at Target ($)
The amount of the incentive pool, at target, is the sum of the target bonus opportunities for all participants. For 2018, the maximum incentive pool is two (2) times the target incentive pool.
2018 Measures and Performance Levels
The basic design of the short-term incentive program for our Named Executive Officers applies to all salaried employees. This ensures focus, alignment and a concerted effort toward achieving goals we view as clear but challenging and that define expected business performance. The following table provides the 2018 performance measures and expected payout at threshold, target and maximum performance levels.

41


Measure
Threshold
Target
Maximum
Performance
Level
Payout Percentage
Performance
Level
Payout
Percentage
Performance
Level
Payout
Percentage
Incentive ROIC (%) (1)
3.5%
1%
4.5%
30%
8.5%
60%
Free Cash Flow ($ in millions) (1)
$150
1%
$300
20%
$500
40%
Incentive Controllable Operating Costs Per Tonne (1)
$105
0%
$100
30%
$94
60%
Premium Product Sales (million tonnes)
3.15
0%
3.46
10%
3.78
20%
Safety & Sustainability - MSE (point basis improvement)
9
0%
10
10%
14
20%
Total Payout
 
2%
 
100%
 
200%
Linear interpolation is applied when performance falls between threshold and target and target and maximum.
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
2018 Performance Awards
The following table provides the results for each performance measure for 2018. The actual payout amount for each Named Executive Officer is set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
Measure
2018 Actual Performance
2018 Actual Payout % of Target
Incentive ROIC (%) (1)
9.6
%
60
%
Free Cash Flow ($ in millions) (1)
$522
40
%
Incentive Controllable Operating Costs Per Tonne (1)
$95
55.85
%
Premium Product Sales (million tonnes)
3.66

16.31
%
Safety & Sustainability - MSE (point basis improvement)
12

15
%
Total Payout

187.16
%
(1) Measures are adjusted as described in Appendix A to this Proxy Statement.
Long-Term Incentive Program
Overview
We make long-term incentive awards generally in March of each fiscal year under our 2014 Stock and Incentive Plan. The award value of target long-term incentive opportunities varies based on responsibilities of the position, individual contribution to business outcome, company performance and consideration of market data. In 2018, to promote retention of our executive team and other key employees, and to maintain their focus on the integration of the Brazil Acquisition and on achieving our strategic initiatives, our Compensation Committee determined to transition from stock options to time-based restricted stock unit (RSU) awards. Grants consisted of one-third restricted stock units and two-thirds total shareholder return (TSR) performance units. The Compensation Committee believes this combination effectively aligns the interests of executive officers and other key employees with those of our stockholders by tying significant portions of the recipients’ compensation to the market price of our Common Stock while focusing on retention objectives. The following table illustrates the allocation of long-term equity awards:
 
Time-based RSUs (1)
TSR Performance Units
NEO Grant Value/ % of Total
$3,449,975 / 33%
$6,900,000 / 67%
Number of units granted
126,419
253,211
Grant Date Fair Value
$27.29
$27.25
Term/Performance Period
3 years
3 years + 1 year holding period
Performance Metric
N/A
Absolute TSR
(1) The RSU award issued to Mr. Freeland on June 4, 2018, was granted as part of his new employment arrangements and is not included in this table.

42


RSUs and TSR performance units provide grants of our Common Stock that vest after continued employment through the specified vesting and performance period, respectively, which is generally three years. Each type of award includes dividend equivalents, which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid only with respect to vested units and only when we issue payment after the awards vest.
RSUs and TSR performance units are subject to “double trigger vesting” upon a qualified change-in-control, as described under “Potential Payments upon Termination or Change in Control - Treatment of Long-Term Incentive Awards,” on page 64, and vest upon a participant’s death, disability or retirement at or after age 60 with at least five years of service (or pursuant to early retirement with the consent of our Compensation Committee).
Time-Based RSUs
Restricted stock units compensate participants based on our stockholder return, and foster continued retention of recipients by requiring the executive to remain employed with the Company in order to earn a payout.
TSR Performance Units
TSR performance units are performance-based, three-year incentive awards that reward recipients for return to stockholders via Mosaic stock price appreciation and declared dividends. Absolute instead of relative TSR is used because of the scarcity of our direct competitors in the U.S. As a result of this scarcity, use of relative TSR, or any relative metric, would be volatile and risk payout windfalls or deficits that may not be appropriately tied to underlying operational performance. TSR performance units have both upside and downside potential based on positive or negative TSR performance, while supporting our retention objectives in a manner that has greater performance sensitivity.
For 2018 awards, a target payout requires TSR growth of a minimum of 10%. For example, if at the end of the three-year performance period, our stock price plus the value of dividends paid has increased by 10% from our stock price at the grant date, then the payout will be the target number of units granted. If TSR has increased by 20%, the number of units earned will be 111% of the number of units granted. Conversely, if TSR has declined by 20%, then just 70% of the granted units will vest. No TSR performance units will be earned if we do not achieve positive net earnings or TSR has declined by more than 40% at the end of the three-year performance period. The maximum number of shares issued is limited to two times the number of performance units awarded on the grant date; maximum value of shares issued is limited to 400% of the grant date fair value of performance units awarded on the grant date. Also, beginning with the 2017 grants, executive officers are subject to a one-year holding period after vesting.
Responsible Share Usage
Our Compensation Committee considers the cost and dilutive implications of long-term incentive grants. We have maintained a burn rate (defined as the number of option shares plus the number of units granted, divided by the total number of shares outstanding at the time of grant) at or below 0.37% over the past three calendar years, which is below the average burn rate for companies within the basic materials industry.

43


CEO 3-Year Realized Pay: Long-Term Incentives
Below we have provided information regarding the value actually realized by our CEO with respect to long-term incentive awards granted during the three-fiscal years from 2013-2015, respectively, and the value actually realized relative to grant date fair value. For 2013 and 2014, the award mix was equally divided among options, time-based RSUs and TSR performance units and, for 2015, it was equally divided among options, TSR performance units and ROIC performance units. For comparison purposes, we have not included the awards that were granted for the seven month transition period from June 1, 2013 through December 31, 2013, which was the transition period relating to the change in our fiscal year end from May 31 to December 31.
James ("Joc") C. O'Rourke
2013 Grant
2014 Grant
2015 Grant
3-Year Grant Total
Incentive Award
Grant Value
Realized Value
Grant Value
Realized Value
Grant Value
Realized Value
Grant Value
Realized Value
Stock Options
$
633,325

$

$
633,336

$

$
666,658

$

$
1,933,319

$

Restricted Stock Units(1)
$
633,340

$
343,220

$
633,312

$
371,607

$
1,000,019

$
683,054

$
2,266,671

$
1,397,881

TSR Performance Units
$
633,308

$
158,522

$
633,363

$
226,087

$
666,651

$
184,920

$
1,933,322

$
569,529

ROIC Performance Units
$

$

$

$

$
666,685

$

$
666,685

$

3-Year TSR
(41.3)%
(35.7)%
(39.5)%
Shares Vested
47,123
54,189
66,347
167,659
% Grant Value Realized
26.4%
31.5%
29%
28.9%
(1) Mr. O’Rourke received a promotion award in 2015 in the form of RSUs.
No gains have been realized from stock option exercises because our stock price has generally been below the exercise price for much of the time since the respective grant dates. At the time of vesting, RSU and TSR performance unit awards granted over this period together represented approximately one-third (28.9%) of the aggregate grant date fair value. The diminished realized value for these grants reflected our negative three-year TSR over the related vesting and performance periods.
This information is provided to supplement, rather than to replace, the information the SEC requires.

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Executive Compensation Governance
As described in the table below, we have well-defined roles and responsibilities for the development, approval and management of our executive compensation program. Specific tasks or participation by various parties in the governance process is summarized by role.
Key Roles in Named Executive Officer Compensation Process
Compensation Committee (1)
w Reviews and approves all aspects of our executive compensation program
w Reviews and recommends to our independent directors the amount and mix of total direct compensation awarded to our CEO
w Annually sets the amount and mix of total direct compensation for the other Named Executive Officers
w In making or changing its compensation decisions, the Compensation Committee considers:
§ our compensation philosophy and objectives
§ advice from independent compensation consultant
§ recommendations by CEO and Senior Vice President - Chief Human Resources Officer
§ internal and external factors including market data for other Named Executive Officers
w Use of Compensation Consultant
The Compensation Committee has sole authority to retain or replace the independent compensation consultant. The Compensation Committee engaged FW Cook to act as its independent compensation consultant again in 2018. The Compensation Committee annually assesses the consultant’s independence pursuant to the listing standards of the NYSE and concluded the engagement did not raise any conflict of interest. In 2018, FW Cook did not provide us with any services other than services related to executive compensation market data reports.
CEO
w Leads management in furnishing the advice and recommendations requested by Compensation Committee
w Provides perspective on operating the business including attracting, retaining and motivating our workforce, including key executives, and focusing our workforce’s attention on established goals
w Annually reviews with Compensation Committee compensation of each other executive officer and presents compensation recommendations to Compensation Committee
Human Resources
w Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation Committee
w Furnishes the Compensation Committee with market data and proxy analyses for market context and other information and analyses as requested
w Assists the CEO with proposing pay packages for other Named Executive Officers
Independent Compensation Consultant
(FW Cook)
w FW Cook has been Mosaic’s independent executive compensation consultant since 2014 and provides the following services:
§ annual compensation market analysis for each of our executive officers
§ recommendations on our executive compensation program structure and design, including market trends
§ regularly attends and participates in Compensation Committee meetings as requested by our Compensation Committee or its Chair
Independent Directors
w Annually review CEO Performance
w Annually approve mix and amount of CEO total direct compensation based on performance evaluation
w Establish level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements
w Members of the Environmental, Health, Safety and Sustainable Development Committee furnish Compensation Committee with recommendations on short-term incentive plan safety measures
(1) Additional information about the Compensation Committee’s key responsibilities is provided under Committees of the Board of Directors - Compensation Committee on page 23.
Use of Tally Sheets
To facilitate our Compensation Committee's understanding of the nature and amounts of total compensation and to assist with their overall evaluation of our executive compensation program, our Compensation Committee makes use of "tally sheets.” The tally sheets detail pay history, outstanding equity grants, potential gains from stock-based compensation, competitiveness of proposed compensation, indirect compensation and severance pay in the event of termination or change in control of Mosaic.

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Benchmarking
Use of Market Data
The Compensation Committee reviews competitive executive compensation data based on a group of comparator or "peer group" companies. The Compensation Committee is also provided with general industry surveys prepared by Willis Towers Watson and Mercer; but generally only relies on those to assess its overall compensation practices.
Peer group benchmark information is gathered from proxy statement filings and other public disclosures. Peers were chosen by the Committee, with input from its independent compensation consultant, based on comparable industry (mining, chemical and agriculture), size (revenues, market capitalization, total assets and number of employees), business operations (global producer of commodity products with vertical integration), business imperatives (low cost producer and environmental sustainability), market attributes (price sensitive, reliability of supply and customer service) and similarity of pay practices. The Committee believes that companies with more comparable business dynamics are most relevant for executive compensation benchmarking, because they may compete at a number of levels such as executive talent, business and capital.
In applying its selection criterion, the Committee determined that no changes from the 2017 comparator group were necessary and concluded that the 17 companies below continue to be representative peers to Mosaic for 2018, considering all of the identified factors as a whole.
2018 Mosaic Comparator Group
Agrium, Inc. (1)
Ingredion Incorporated
Newmont Mining Corp.
Air Products & Chemicals, Inc.
Eastman Chemical Company
Potash Corporation of Saskatchewan Inc. (1)
Ashland Inc.
Ecolab Inc.
PPG Industries, Inc.
Barrick Gold Corporation
FMC Corporation
Praxair, Inc.
Celanese Corp.
Huntsman Corporation
Teck Resources, Ltd.
CF Industries Holdings, Inc.
Monsanto Company

(1) Effective January 1, 2018, the merger of Agrium, Inc. and Potash Corporation of Saskatchewan Inc. was completed to form Nutien Ltd.
 
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The above data is based on information reported for the most recently completed annual fiscal period of each comparator group member ending before August 2017, the time when our comparator group for 2018 compensation decisions was selected.
Executive Stock Ownership Guidelines
The Compensation Committee believes that an important means of aligning our Named Executive Officers with the interests of our stockholders is to ensure that they own significant amounts of our common stock. The Compensation Committee adopted stock ownership guidelines which require executive officers to hold shares with a value equal to or exceeding five times base salary for the CEO and three times base salary for the other executive officers. An executive who has not achieved his or her target ownership level is required to continue to hold 75% of all shares acquired from vested equity awards or stock option exercises (net of income tax withholding) until the target ownership level is achieved. Once an executive satisfies the target ownership level, he or she will be considered in compliance with the guidelines if he or she continues to own at least the same

46


number of shares, regardless of changes in the market value of our Common Stock. Ownership guidelines are reviewed each year to ensure that they continue to be effective in aligning executive and stockholder interests.
Ownership levels as of December 31, 2018 are presented below. As of that date, all Named Executive Officers were in compliance with the retention requirements.
 
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Other Executive Compensation Arrangements, Policies and Practices
Expatriate Arrangements
McLellan Expatriate Agreement. In 2018 we provided benefits to Mr. McLellan under an expatriate agreement we entered into with him in 2017 in connection with his relocation to our São Paulo, Brazil office, where he has led our Mosaic Ferilizantes operations and the pre- and post-closing integration planning for the Brazil Acquisition. Benefits provided in 2018 included tax equalization payments, tax consultation and preparation assistance, participation in an international health plan for Mr. McLellan and his eligible dependents, housing assistance, travel allowances, relocation assistance, automobile assistance and transition assistance. The benefits we provided in 2018 under this agreement are described in footnote 7 of the Summary Compensation Table on page 51.
Precourt Expatriate Agreement. In 2018 we provided benefits to Mr. Precourt under an expatriate agreement we entered into with him in 2012 when he assumed leadership of our Potash operations in Canada. Benefits provided in 2018 included tax equalization payments, payments to cover tax planning and tax return preparation, and “gross-up” payments for taxes on amounts we reimbursed under the expatriate agreement that are taxable compensation to Mr. Precourt.
Mr. Freeland's New Hire Compensation
On June 4, 2018, Mr. Freeland joined Mosaic as Senior Vice President and Chief Financial Officer. To attract Mr. Freeland to Mosaic, he received (i) annual base salary of $625,000; (ii) target bonus under Mosaic’s Management Incentive Plan for 2018 equal to 80% of his annual base salary; and (iii) a long term incentive award in the form of restricted stock units valued at $1,500,000 which will vest on the third anniversary of the date of the award assuming continuous employment. Mr. Freeland’s compensation reflects his significant industry experience and our desire to maintain a bonus structure for him similar to our other executives.
Mr. Brausen's Letter Agreement
On March 7, 2018, Mr. Brausen entered into a letter agreement (the "Letter Agreement") in connection with his appointment as Senior Vice President - Finance and interim Chief Financial Officer, providing for the following terms:

47


w
continuation of base compensation at an annual rate of $460,000 for the duration of the Employment Period, provided he remains a full-time salaried employee;
w
additional compensation at the monthly rate of $25,000 effective February 1, 2018 through the end of a "Transition Period" commencing on the date a permanent Chief Financial Officer is appointed and continuing for a period of one month, subject to extension by one or more months by mutual agreement of Mr. Brausen and our CEO, provided Mr. Brausen remains a full-time salaried employee;
w
continued eligibility to participate in Mosaic's annual incentive program at an unchanged 50% target bonus opportunity, subject to approval each year by the Compensation Committee;
w
a long-term incentive award valued at $650,000 for 2018 and management will recommend a long-term incentive award valued at $500,000 for 2019, subject to approval by the Compensation Committee; and
w
continued eligibility for standard employee benefits and executive benefits and perquisites.
Mr. Mack's Transition and Separation Agreement
On January 31, 2018, Mr. Mack transitioned from Executive Vice President and Chief Financial Officer to a senior adviser role through May 31, 2018. The new Separation Agreement with Mr. Mack superseded his prior senior management severance and change-in-control agreement. Under the new Separation Agreement Mr. Mack was entitled to:
w
payment in the amount of $1,736,100
w
payment in the amount of $1,500,000 in recognition of his past service to Mosaic, including in connection with the completion of the Brazil Acquisition
w
payment in the amount of $214,000 in lieu of receiving a bonus under Mosaic's 2018 Management Incentive Plan
w
continued health and dental benefits for up to one year
w
executive level outplacement services
w
compensation for unused vacation
Mr. Mack also entered into a Management Services Agreement with a term beginning June 1, 2018 and continuing through December 31, 2019, unless renewed by the parties. Under the Management Services Agreement, Mr. Mack will receive $25,000 per month during its term, plus agreed reimbursable expenses, in exchange for his agreement to provide professional management services relating to the operation and development of our Streamsong Resort®.
Severance Arrangements
We have established senior management severance and change-in-control agreements with each of our Named Executive Officers. Our Compensation Committee (and, in the case of our CEO, our independent directors) establishes the terms of these agreements to be consistent with our compensation philosophy and practices. These agreements set forth the terms and conditions upon which our executive officers would be entitled receive certain benefits upon termination of employment. These agreements are intended to:
w    Help us attract and retain executive talent in a competitive marketplace.
w
Enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control.
w    Foster their objectivity in considering a change-in-control proposal.
w
Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.
w
Protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us.
The severance and change-in-control arrangements are described in more detail under the caption entitled Potential Payments upon Termination or Change-in-Control beginning on page 62.
Health, Welfare and Retirement Benefits
Our Named Executive Officers are eligible to participate in employee benefits that are extended to all U.S. salaried employees. In addition, our Named Executive Officers are eligible to participate in the Mosaic Non-Qualified Deferred Compensation Plan which offers restoration benefits to make up for amounts that would have been contributed to the 401(k) plan but for annual contribution limits imposed under the Internal Revenue Code.

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We also maintain a non-qualified equity deferral plan that allows eligible directors and executive officers, including our Named Executive Officers, to defer the receipt of annual long-term incentive awards (excluding stock options). This plan is described under “Non-Qualified Deferred Compensation” on page 61. No long-term incentive awards paid out to Named Executive Officers in 2018 were deferred under the plan.
There are additional pension and retirement arrangements in place for certain of our Named Executive Officers who were employees of Cargill before the 2004 business combination between IMC and Cargill’s fertilizer businesses. These arrangements are described under “Pension Benefits” on page 58 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreements for Cargill International Retirement Plan Participants” on page 65.
Perquisites
We offer a limited number of perquisites to our Named Executive Officers, generally in an effort to remain competitive with similarly situated companies and to enable Named Executive Officers to focus on business objectives. Perquisites are reported in the “All Other Compensation” column in the Summary Compensation Table and include, among others, the following:
w
Executive physical exam program
w
Reimbursement of financial and tax planning fees up to $15,000 for the CEO and $12,000 for other Named Executive Officers.
w
Life and disability premiums
w
Relocation reimbursement plan available to all employees including Named Executive Officers. The plan provides for reimbursement of relocation costs and a "gross-up" on amounts taxable to the employee.
w
A corporate travel policy that covers travel expenses for business purposes by spouses of our employees. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee.
Anti-Hedging and Anti-Pledging Policy
Our insider trading policy prohibits executive officers from engaging in short sales and hedging transactions relating to Mosaic stock, and from holding Mosaic stock in a margin account or pledging the stock as collateral.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limited deductibility of compensation paid to the Named Executive Officers other than the Chief Financial Officer to $1 million unless that compensation qualified as performance-based. Pursuant to the 2017 Tax Reform and Jobs Act, the $1 million limitation on deductible compensation will apply to all of our Named Executive Officers. Additionally, the exemption for performance-based compensation was eliminated with the exception of legally binding arrangements that were in effect on November 2, 2017. Our long-term incentive compensation paid in 2018 is intended to qualify as deductible performance-based compensation under Section 162(m) of the Code.
Forfeiture of Incentive Awards for Misconduct ("Clawback")
For awards granted in fiscal 2009 or subsequent years, our Board may require forfeiture of annual and long-term incentives in certain cases where fraudulent or intentional misconduct contributes to the need for a material restatement of our financials, or to the use of inaccurate metrics to determine the amount of any award or incentive compensation.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on our review and discussion with management, we have recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our 2018 10-K Report.
Respectfully submitted,
Timothy S. Gitzel, Chair
Oscar P. Bernardes
Denise C. Johnson
William T. Monahan
David T. Seaton

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CEO PAY RATIO
The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO and the annual total compensation of our CEO, as required by Section 953(b) of the Dodd-Frank Act. For 2018, our CEO’s annual total compensation of $10,526,054, as shown in the Summary Compensation Table on page 51, was estimated to be 253 times our median employee’s total compensation of $41,594, calculated in the same manner.
We identified our median employee using the 2018 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2018, the last day of our payroll year. We did not annualize the compensation for any full-time or part-time permanent employees who were not employed by us for all of 2018.
We have a total of 4,004 U.S. and 9,397 non-U.S. employees. In identifying our median employee, we included all employees employed on a full-time, part-time, temporary or seasonal basis, including the employees in Brazil who joined our Company following the Brazil Acquisition. As permitted under SEC regulations, we exempted our non-U.S. employees who are employed in Australia (one employee), China (158 employees), India (59 employees) and Paraguay (69 employees), and who in the aggregate, account for 287 employees, or less than 3% of our global workforce. Exempting these employees, we have a total of 13,114 U.S. and non-U.S. employees, the population from which the median employee was identified. After identifying the median employee, we calculated annual total compensation for that employee using the same methodology we use to determine the total compensation of our Named Executive Officers as set forth in the Summary Compensation Table on page 51.
The pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
COMPENSATION RISK ANALYSIS
Our Compensation Committee, with the advice of its independent compensation consultant and input from management, has reviewed the design of our employee compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. Significant factors considered by our Compensation Committee in reaching its conclusion include:
The balance of base pay, short-term incentives and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility;
A long-term incentive program that for 2018 granted a mix of one-third restricted stock units and two-thirds performance units which ties performance to stock price and total shareholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable total stockholder return over the longer-term;
Vesting of long-term incentive awards over a number of years;
Caps on annual cash incentives and the value of the TSR performance unit award;
Broad range of performance measures we utilize under our short-term incentive plan, which for executive officers, and employees alike, includes both financial and operational goals; and
Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Forfeiture of Incentive Awards for Misconduct (Clawback) on page 49; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 46; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Management Incentive Plan if it deems appropriate.
EXECUTIVE COMPENSATION TABLES
We have included a narrative discussion of our compensation philosophy, processes and components and the bases upon which we make compensation decisions in the Compensation Discussion and Analysis beginning on page 32.
The following tables summarize and provide quantitative data and additional information about the compensation awarded to, earned by or paid to each of our Named Executive Officers for 2018, 2017 and 2016 and should be read in conjunction with the Compensation Discussion and Analysis.

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Summary Compensation Table