DEF 14A 1 a2020proxystatement.htm DEF 14A - MOS 2020 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 ¨
 
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Preliminary Proxy Statement
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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)
 
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Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200
 
 
 
 
April 8, 2020

Dear Fellow Stockholder:
You are cordially invited to attend The Mosaic Company’s 2020 Annual Meeting of Stockholders on May 21, 2020, at 10:00 a.m. Eastern 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/MOS2020. 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.
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,
 
image1a23.jpg
 
 
James (“Joc”) C. O’Rourke
President and Chief Executive Officer



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Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200

 
Notice of 2020 Annual Meeting of Stockholders
 


To Our Stockholders:
The 2020 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 21, 2020, at 10:00 a.m. Eastern Time (the “2020 Annual Meeting”). You will be able to attend the 2020 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available at www.virtualshareholdermeeting.com/MOS2020. The following matters will be considered and acted upon at the 2020 Annual Meeting:
1.
Election of thirteen directors, 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, 2020;
3.
An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;
4.
A stockholder proposal relating to adoption of a written consent right; and
5.
Any other business that may properly come before the 2020 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 24, 2020 are entitled to receive notice of, and to vote at, the 2020 Annual Meeting of Stockholders.
By Order of the Board of Directors
image3a02.jpg
Mark J. Isaacson
Senior Vice President, General Counsel and Corporate Secretary
April 8, 2020




Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 21, 2020:
Our Proxy Statement and 2019 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 2020 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 2019 Annual Report carefully before voting.
The 2020 Annual Meeting of Stockholders
Ÿ
Date:
  
May 21, 2020
Ÿ
Time:
 
10:00 a.m. Eastern Time
Ÿ
Virtual Meeting:
  
www.virtualshareholdermeeting.com/MOS2020
Ÿ
Record Date:
  
March 24, 2020
Where to Find Information
Corporate website:
  
www.mosaicco.com
Investor website:
  
www.mosaicco.com/investors
2019 Annual Report:
  
www.mosaicco.com/proxymaterials
Voting Matters and Board of Director Recommendations
Proposal
 
Board Recommendation
  
Page
Election of Thirteen Directors
 
FOR each director nominee
 
Ratification of KPMG LLP as our independent registered public accounting firm
 
FOR
  
Say-on-Pay Advisory Proposal
 
FOR
  
Stockholder Proposal Relating to Adoption of Written Consent Right
 
AGAINST
 
Executing our Strategy
By transforming business operations, lowering costs and increasing leverage to improving markets, Mosaic is well positioned to generate strong stockholder returns.
mosaicstrategychevronprint.gif
We Help the World Grow the Food it Needs.
2019 Business Decisions
During 2019, we experienced challenges due in large part to uncontrollable market conditions. While the Company’s financial performance results and stock price performance were below expectations, the Company executed on a number of strategic initiatives that delivered sustainable cost savings and better positioned the Company for when market conditions improve, including:

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We realized approximately $330 million of targeted savings and synergies, net of costs to achieve, related to the acquisition of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we refer to as Mosaic Fertilizantes) which exceeds our previously announced goal of $275 million by the end of 2019.
In October 2019, we announced that we plan to accelerate development of the Esterhazy K3 potash mine by an additional year, with expected completion by mid-2022. We produced a total of 1.4 million tonnes of ore from the K3 shaft in 2019. The transition to K3 from the K1 and K2 shafts is expected to eliminate our brine inflow management costs.
As a result of new Brazilian mining standards, we temporarily idled operations at four tailings dams and the three related phosphate mines at Araxá, Tapira, and Catalão while we implemented changes to comply with the new standards. The three mines returned to full production by September 2019. During that time, we processed available rock inventory and imported rock from our mine in Peru to maintain production, albeit at lower rates. We supplemented with finished phosphates from our Florida operations to meet our Brazilian customers’ needs.
In April 2019, we purchased the Pine Bend distribution facility in Rosemount, Minnesota, near the northern end of the Mississippi River, for $55 million. This large facility significantly improves our ability to serve customers in the U.S., allows us to capture time-place premiums, reduces our logistics risk and allows us to avoid capital investment in our older facilities in the same region.
We took steps to reduce our phosphate and potash fertilizer production until market conditions improve, including decreasing our phosphate production in Florida and Louisiana and idling our Colonsay, Saskatchewan potash mine.
During the second quarter of 2019, we announced the permanent closure of the Plant City, Florida phosphate facility that was previously idled in late 2017, reaffirming our commitment to low-cost operations.
We repurchased 7.1 million shares of our common stock, par value $0.01 per share (“Common Stock”) for approximately $150 million.
We have included additional information on these matters in our accompanying 2019 Annual Report.
Corporate Governance Highlights
Our corporate governance practices and policies promote Board of Director 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.
New Right to Call Special Meeting.  On March 5, 2020, we amended our Bylaws to allow stockholders that beneficially own 25% of our outstanding shares of Common Stock to call a special meeting, where they may take action between annual meetings on corporate matters that require stockholder approval.
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, 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.  85% of our directors are independent. All of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.
Independent Board Leadership.  Our Board of Directors is led by an independent Chairman.
Annual Director Evaluations. Annual self-evaluations are conducted by our Board of Directors and each standing committee, and individual directors are evaluated by their peers.
Director Stock Ownership.  Non-employee directors are subject to minimum stock ownership guidelines equal to five times the base cash retainer, pursuant to which they are expected to attain within five years of service, except with respect to Mr. Siani Pires, who has declined compensation for his services as a director as described in footnote (3) to the Director Stock Ownership Guidelines table on page 19.
Succession Planning.  The Corporate Governance and Nominating Committee conducts a rigorous annual review of succession planning for our CEO and the Compensation Committee annually reviews succession planning for other executive officers and key executives.

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Environmental, Health, Safety and Sustainable Development
We are dedicated to protecting our employees and the communities in which we operate, and to being a good steward of natural resources.
A separate standing Board committee to oversee environmental, health, safety and sustainable development matters.
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 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”).
Name and Title
Age
Director Since
  
Committee Memberships
Independent  
AC
CC
CGN
EHSS
Nominees for Election as Directors
Cheryl K. Beebe
64
2019
X
¤
¤
 
 
Retired, Executive Vice President and Chief Financial Officer
Ingredion Incorporated
Oscar P. Bernardes
73
2018
X
¤
¤
 
 
Managing Partner
Yguaporã Consultoria e Empreendimentos Ltda.
Nancy E. Cooper
66
2011
X
£
 
¤
 
Retired, Executive Vice President and Chief Financial Officer
CA Technologies
Gregory L. Ebel
56
2012
X
¤
 
¤
 
Chairman
Enbridge, Inc.
Timothy S. Gitzel
57
2013
X
¤
£
 
 
President and Chief Executive Officer
Cameco Corporation
Denise C. Johnson
53
2014
X
 
¤
 
¤
Group President, Resources Industries
Caterpillar, Incorporated
Emery N. Koenig
64
2010
X
 
 
¤
£
Retired, Vice Chairman, Chief Risk Officer and Member of Corporate Leadership Team
Cargill Incorporated
James ("Joc") C. O'Rourke
59
2015
 
 
 
 
 
President and Chief Executive Officer
The Mosaic Company
 
 
 
 
David T. Seaton
58
2009*
X
¤
¤
 
 
Former Chairman and Chief Executive Officer
Fluor Corporation
Steven M. Seibert
64
2004
X
 
 
¤
¤
Attorney
The Seibert Law Firm
 
 
Luciano Siani Pires
50
2018
 
 
 
 
¤
Chief Financial Officer
Vale S.A.
 
 
 
Gretchen H. Watkins
51
Nominee
X
 
 
 
 
President, Shell Oil Company
Executive Vice President Global Shales
Kelvin R. Westbrook
64
2016
X
 
 
£
¤
President and Chief Executive Officer
KRW Advisors, LLC
*Mr. Seaton served as a director from April 2009 to May 2019 and then again beginning September 2019
AC:
  
Audit Committee
CC:
  
Compensation Committee
CGN:
  
Corporate Governance and Nominating Committee
EHSS:
  
Environmental, Health, Safety and Sustainable Development Committee
 
 
£:
  
Committee Chair
¤:
  
Committee Member

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Board of Director Composition Highlights
The Board of Directors considers the qualifications of each director candidate and the overall composition of the Board. We are committed to diversity and a balance of tenure that brings experience as well as new perspectives to Board deliberations.
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Executive Compensation Overview
Our executive compensation program is designed to promote stockholder value creation. In 2019, stockholders showed their strong support for our executive compensation program through the annual advisory vote on executive compensation.
 
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Say-on-Pay Approval
 
 
Our executive compensation program’s target total direct compensation includes traditional base salary, short-term incentives tied to financial and operational performance and long-term incentives linked to stock price performance. The majority of target total direct compensation for 2019 was “at risk” based on financial, operational and stock price performance.
2019 CEO PAY MIX
 
2019 Other NEO Pay Mix
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Compensation Practices and Policies
The Compensation Committee periodically reviews our executive 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 2019 compensation practices and policies are presented below.
What We Do
ü
A majority of target total direct compensation is at-risk and tied to performance.
ü
We maintain an appropriate balance between short-term and long-term compensation to discourage excessive risk taking and encourage prudent decision making.
ü
The Compensation Committee may exercise negative discretion to reduce (but not increase) executive officer short-term incentive payouts.
ü
We have adopted a clawback policy that is applicable to annual and long-term incentives.
ü
Executive change-in-control agreements and long-term incentive awards require double trigger vesting in the event of a change-in-control.
ü
We have adopted stock ownership guidelines of 5x annual salary for CEO and 3x annual salary for other executive officers, with a requirement to hold 100% of all shares acquired from vested equity until the required ownership level is achieved.
ü
The Compensation Committee engages an independent executive compensation consultant and has access to other independent advisors.
ü
We provide limited perquisites.
ü
We hold an annual say-on-pay vote.
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.
Environment, Social and Governance
Our Responsibility
Mosaic’s environmental, social and governance (“ESG”) performance efforts are connected closely to its corporate strategy and mission. Mining and fertilizer production require resource extraction, consumption of materials, generation of emissions in operations and water use. These activities are all necessary to fulfilling our mission to help the world grow the food it needs. From mine to market, we are working to minimize our negative impacts and maximize the value we deliver to diverse stakeholders around the globe. Our journey is ongoing, and we are continuously evaluating what it means to be a good employer, supplier, neighbor and value creator.
We employ an ESG strategy as a way to promote good stewardship of the natural, human and social resources we rely upon; mitigate risks; leverage opportunities; and solidify our position as an industry leader. Our work is prioritized in four areas:
People
Environment
Company
Society
We are unwavering in our focus on the safety, wellness and engagement of our employees.
Mosaic is a committed steward of resources, working efficiently and minimizing negative impacts.
We act with an abiding sense of responsibility, build trusting relationships, and help our constituents thrive.
Our impact measurement and reporting are balanced, accurate and comparable, and drive progress on the issues that are most important to Mosaic and its constituents.
We contribute positively to the global food security challenge by producing quality crop nutrients that help farmers maximize crop yields.    
Mosaic maintains strong commitments to the communities where we have operations.

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Responsible Leadership
Governance of ESG issues and programs is shared by many at Mosaic. Our Board of Directors and Senior Leadership and management teams promote Mosaic’s principles of responsibility, innovation, collaboration and drive to succeed - and it is the Board’s, namely the Environmental Health, Safety and Sustainable Development Committee, and management’s collective responsibility to monitor our ESG performance and progress toward companywide targets. Annual incentive compensation is tied to ESG through a management system effectiveness/risk reduction measure, the elements of which promote environmental, health, safety and sustainability behaviors and objectives.
Mosaic regularly conducts significance analyses and publishes an annual disclosure of our ESG performance, which follows the Global Reporting Initiative and is aligned to the Sustainability Accounting Standards Board Standards for Chemicals and Metals & Mining sectors. We participate in voluntary reporting initiatives and have earned recognition for our performance and disclosure practices.
2019 Progress Highlights
We made progress on developing an ESG framework and refreshing companywide targets.
We were named one of Corporate Responsibility Magazine’s 100 Best Corporate Citizens for the tenth consecutive year.
We were named to the FTSE4Good Index, which is a set of indices maintained by the Financial Times Stock Exchange to measure the performance of companies that meet globally recognized corporate responsibility standards.
We were listed as one of America’s Most Responsible Companies by Newsweek.
We made progress on obtaining third-party assurance of companywide water, energy and greenhouse gas emissions data.
Frequently Asked Questions
We provide answers to many frequently asked questions about the 2020 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 72.

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TABLE OF CONTENTS
 
 
 
Page
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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PROXY STATEMENT
The Board of Directors (“Board”) of The Mosaic Company (“Mosaic,” the “Company,” “we,” us” or “our”) is soliciting proxies for use at the 2020 Annual Meeting to be held on May 21, 2020, and at any adjournment or postponement of the meeting (“2020 Annual Meeting”). The proxy materials are first being mailed or made available to stockholders on or about April 8, 2020.
For more information regarding the Company’s 2019 performance we have filed an annual report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2019 (the “2019 10-K Report”), which is available at www.sec.gov.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Our Board has nominated 13 directors for election at the 2020 Annual Meeting. The director nominees, if elected, will serve until the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) or until their successors are elected and qualified.
William T. Monahan is retiring, and he is not standing for re-election at the 2020 Annual Meeting. With the exception of David T. Seaton and Gretchen H. Watkins, each nominee was previously elected at Mosaic’s 2019 Annual Meeting of Stockholders (“2019 Annual Meeting”). Following evaluation of Mr. Seaton’s executive leadership, global operations and energy and chemicals markets experience, the Corporate Governance and Nominating Committee recommended Mr. Seaton be re-elected to the Board. Mr. Seaton was elected by our Board as a member of our Board of Directors with his term becoming effective on September 9, 2019.
The Corporate Governance and Nominating Committee, as it considered Director succession planning, retained Egon Zehnder, an independent executive search firm, to assist with its director search and recommend candidates who satisfied the Board’s criteria. Ms. Watkins, who has strong executive and operational leadership in commodity businesses was identified by Egon Zehnder and recommended by the Corporate Governance and Nominating Committee to stand for election at our 2020 Annual Meeting. Ms. Watkins is not currently a director.
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.

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2020 Director Nominees
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Cheryl K. Beebe
 
 
 
 
 
 
 
Occupation and Experience
 
From February 2004 until her retirement in 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.
 
 
 
 
 
 
 
 
 
Age
64
Key Skills and Qualifications
Director
Since
2019
Financial Expertise, 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, allows her to serve as an “audit committee financial expert” within the meaning of SEC Rules.
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.
Independent
Committees
Audit
Compensation
 
 
 
 
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
Packaging Corporation of America
Goldman Sachs Trust II
Convergys Corporation


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Oscar P. Bernardes
 
 
 
 
 
 
 
Occupation and Experience
 
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.  
 
 
 
 
 
 
 
 
 
Age
73
Key Skills and Qualifications
Director
Since
2018
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.
Independent
Committees
Audit
Compensation
 
 
 
 
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
Localiza Rent a Car S.A. - Brazil
Praxair, Inc.

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Nancy E. Cooper
 
 
 
 
 
 
 
Occupation and Experience
 
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. 
 
 
 
 
 
 
 
 
 
Age
66
Key Skills and Qualifications
Director
Since
2011
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.
Independent
Committees
Audit (Chair)
Corporate Governance and Nominating
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
Aptiv Corporation
Brunswick Corporation
Teradata Corporation


bodebel.jpg
Gregory L. Ebel
 
 
 
 
 
 
 
Occupation and Experience
 
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. Mr. Ebel served as Chairman, President and Chief Executive Officer of Spectra Energy from April 2014 to February 2017, and as President and Chief Executive Officer of Spectra Energy from January 2009 to April 2014. 
 
 
 
 
 
 
 
 
 
Age
56
Key Skills and Qualifications
Director
Since
2012
Executive Leadership - Breadth of senior executive and policy-making roles at Spectra Energy and Duke Energy Corporation, 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.
Independent
Committees
Audit
Corporate Governance and Nominating
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
Baker Hughes, a GE company
Enbridge, Inc.
Spectra Energy Corp
Spectra Energy Partners L.P.

12


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Timothy S. Gitzel
 
 
 
 
 
 
 
Occupation and Experience
 
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.
 
 
 
 
 
 
 
 
 
Age
57
Key Skills and Qualifications
Director
Since
2013
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.
Independent
Committees
Audit
Compensation (Chair)
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
Cameco Corporation
None


 
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Denise C. Johnson
 
 
 
 
 
 
 
 
 
Occupation and Experience
 
 
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 that, 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.
 
Age
53
 
Director
Since
2014
 
 
 
 
Independent
 
 
Key Skills and Qualifications
 
Committees
 
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.
 
Compensation
EHSS
 
 

13


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Emery N. Koenig
 
 
 
 
 
 
 
Occupation and Experience
 
Mr. Koenig is the retired Vice Chairman and Chief Risk Officer of Cargill, Incorporated (“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.
 
 
Age
64
 
Key Skills and Qualifications
Director
Since
2010
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.
Independent
Committees
EHSS (Chair)
Corporate Governance and Nominating
 
 
 
 
 
 
 


bodorourke.jpg
James ("Joc") C. O'Rourke
 
 
 
 
 
 
 
Occupation and Experience
 
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.
 
 
 
 
 
 
 
 
 
Age
59
Key Skills and Qualifications
Director
Since
2015
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.
 
Committees
None
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
The Toro Company
None


14


bodseaton.jpg
David T. Seaton
 
 
 
 
 
 
 
Occupation and Experience
 
Mr. Seaton is the former Chairman and Chief Executive Officer of Fluor Corporation, a professional services firm (“Fluor”). He was elected chairman in February 2012 and became a member of Fluor’s board of directors and its 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 held numerous positions in both operations and sales globally since joining Fluor in 1984.
 
 
 
 
 
 
 
 
 
Age
58
Key Skills and Qualifications
Director
Since
Sept. 2019*
Project Management - Extensive experience in leading major projects.
Executive Leadership - Experience as a Chief Executive Officer 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.
Risk Management - Executive experience in risk management.
Independent
Committees
Audit
Compensation
 
 
 
 
 
 
 
Other Public Company Boards
 
 
 
Current
Prior (Within the past five years)
 
 
ConocoPhillips Company
Fluor Corporation
*Mr. Seaton previously served on our Board from April 2009 to May 2019


 
bodseibert.jpg
Steven M. Seibert
 
 
 
 
 
 
 
 
 
Occupation and Experience
 
 
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 in 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, non-profit 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
64
 
Director
Since
2004
 
Key Skills and Qualifications
 
Independent
 
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.
 
Committees
 
Corporate Governance and Nominating
EHSS
 
 
 
 
 
 
 
 
 



15


bodsianipires.jpg
Luciano Siani Pires
 
 
 
 
 
 
 
Occupation and Experience
 
Mr. Siani Pires has been Chief Financial Officer for Vale, S.A. (“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.
 
 
Age
50
 
Key Skills and Qualifications
Director
Since
2018
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.
Risk Management - Executive Experience in Risk Management.
 
Committees
EHSS



 
bodwatkins.jpg
Gretchen H. Watkins
 
 
 
 
 
 
 
 
 
Occupation and Experience
 
 
Ms. Watkins joined Shell Oil Company, an energy and petrochemicals company and producer of new energies, natural gas, gasoline, oil and other chemical products, in May 2018 as President, Shell Oil Company and Executive Vice President Global Shales. From October 2016 to May 2018, Ms. Watkins served as Chief Executive Officer of Maersk Oil and Gas, a Danish oil and gas company. Before serving as Chief Executive Officer, beginning in January 2014, Ms. Watkins served as Chief Operating Officer for Maersk Oil and Gas. From June 2008 to September 2013, Ms. Watkins held various officer positions at Marathon Oil Company.
 
Age
51
 
 
 
 
 
 
 
 
 
 
Director
Nominee
Key Skills and Qualifications
 
Executive and Operational Leadership - Extensive global leadership experience, including as Chief Executive Officer and in other strategic leadership roles at various commodity businesses.
Risk Management - Executive experience in risk management.
 
Independent
 
Committees
 
None
 
Other Public Company Boards
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
Prior (Within the past five years)
 
 
 
None
WS Atkins plc



16


bodwestbrook.jpg
Kelvin R. Westbrook
 
 
 
 
 
 
 
Occupation and Experience
 
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.
 
 
Age
64
Key Skills and Qualifications
Director
Since
2016
Executive and Operational Leadership - Extensive leadership experience, including as Chief Executive Officer 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.
Independent
Committees
Corporate Governance and Nominating (Chair)
EHSS
 
 
 
 
 
 
 
Other Public Company Boards
 
Current
Prior (Within the past five years)
 
 
Archer Daniel Midland Company
T-Mobile US Inc.
Camden Property Trust
Stifel Financial Corp.

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. After considering this recommendation, the Board determines its nominees. 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 2021 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 our acquisition (the “Brazil Acquisition”) of the global phosphate and potash operations

17


of Vale conducted through Mosaic Fertilizantes P&K Ltda (formerly Vale Fertilizantes S.A.), 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 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.

18


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 independent Chairman of the Board and $450,000 for each other non-employee director. For purposes of computing a director’s holdings under our stock ownership guidelines, restricted stock units (“RSUs”) (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s stock ownership at March 24, 2020 in relation to the ownership guidelines: 
Non-Employee Director
Shares Included Under
Guidelines
Value (1) in
Excess of
Guidelines ($)
Shares (#)
Value ($) (1)
Cheryl K. Beebe (2)
30,873

$
654,778

$
204,778

Oscar P. Bernardes (2)
17,666

349,785


Nancy E. Cooper
35,612

1,127,890

677,890

Gregory L. Ebel
76,494

2,192,880

1,292,880

Timothy S. Gitzel
43,593

1,233,925

783,925

Denise C. Johnson
33,174

946,797

496,797

Emery N. Koenig
52,383

1,720,472

1,270,472

William T. Monahan
58,509

1,513,976

1,063,976

David T. Seaton
33,744

1,134,676

684,676

Steven M. Seibert
42,659

1,280,695

830,695

Luciano Siani Pires (3)
12,000

153,623


Kelvin R. Westbrook (2)
24,291

594,416

144,416

(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. Ms. Beebe, Mr. Bernardes and Mr. Westbrook will complete five years of service on May 23, 2024, May 10, 2023 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 44 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
In addition to meeting the minimum standards of independence adopted by the NYSE, a director is not deemed “independent” unless our Board affirmatively determines that the director has no material relationship that would violate our Director Independence Standards.
Our Board has adopted Director Independence Standards, which 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.

19


Our Board, on the recommendation of the Corporate Governance and Nominating Committee, has determined that our incumbent non-employee directors, Cheryl K. Beebe, Oscar P. Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, William T. Monahan, David T. Seaton, Steven M. Seibert and Kelvin R. Westbrook and our director nominee, Gretchen H. Watkins, are each “independent” under the NYSE rules and our Director Independence Standards. 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 63.
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 Enterprise Risk Management, or 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 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.
Committees of the Board of Directors
Our Board has four standing committees with the first three committees composed entirely of independent directors:
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 and routinely meets in private session without the CEO or other members of management in attendance. Each of the four committees

20


operates under a written charter which is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Committee Charting” caption. 
Audit Committee
 
Seven 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 Cheryl K. Beebe, Nancy E. Cooper and Gregory L. Ebel qualifies as an “audit committee financial expert” as the term is defined by the SEC.
 
 
Ÿ
Cheryl K. Beebe
 
 
 
 
Ÿ
Oscar P. Bernardes
 
 
 
Ÿ
Gregory L. Ebel
 
 
 
 
Ÿ
Timothy S. Gitzel
 
 
 
 
Ÿ
William T. Monahan
 
 
 
Ÿ
David T. Seaton
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2019:
Seven
 
 
 
 
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.
Compensation Committee
 
Six Members:
 
 
 
 
 
 
 
 
 
 
Ÿ
Timothy S. Gitzel, Chair
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 and the SEC.
 
 
Ÿ
Cheryl K. Beebe
 
 
Ÿ
Oscar P. Bernardes
 
 
Ÿ
Denise C. Johnson
 
 
Ÿ
William T. Monahan
 
 
Ÿ
David T. Seaton
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2019: 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.

21


Compensation Committee
 
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 measures and weightings to our Board 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.
 
Delegations of Authority
 
 
 
 
Ÿ
Our Compensation Committee’s charter provides that it may delegate its authority to a subcommittee of its members.
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
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.”
 
 
 
 
 
 
 
 
 
 
 
 
 

22


Corporate Governance and Nominating Committee
 
Five Members:
 
 
 
 
 
Ÿ
Kelvin R.Westbrook, Chair
 
 
 
 
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
Nancy E. Cooper
 
 
 
Ÿ
Gregory L. Ebel
 
 
 
Ÿ
Emery N. Koenig
 
 
Ÿ
Steven M. Seibert
 
 
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2019:
Five
 
 
 
 
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.
Environmental, Health, Safety and Sustainable Development Committee
 
Five Members:
 
 
 
 
 
Ÿ
Emery N. Koenig, Chair
 
 
 
 
Ÿ
Denise C. Johnson
 
 
 
Ÿ
Steven M. Seibert
 
 
 
 
Ÿ
Luciano Siani Pires
 
 
 
Ÿ
Kelvin R. Westbrook
 
 
 
 
 
 
 
 
 
 
 
Meetings During 2019:
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.

23


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 independent Chairman and Mr. O’Rourke serving as our CEO. Our Board believes that separating these positions:
 
Ÿ
Allows our independent Chairman to focus on advising and overseeing management; and
 
Ÿ
Allows our CEO to devote his time and efforts to the management and operation of Mosaic, including the development and implementation of our business strategies.
    
In his role as independent 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.
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 meetings and one special meeting during 2019. Each director was present for at least 80 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 2019 and subsequent to the election of such director to the Board.
All directors and director nominees are expected to attend the annual meeting. Last year, all of our then-serving directors, except for David T. Seaton, and our director nominee attended the 2019 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. Communications addressed to the Board as a whole, other than those described below, will be forwarded to the Chairman of the Board. Communications, other than those described below, addressed to an individual director will be forwarded to such named director.

24


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 W400, 3033 Campus Drive, Plymouth, Minnesota 55441;
 
Ÿ
send e-mail messages to our Board, including the independent Chairman 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;
 
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 these cases, 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.

25


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.
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 7,000 other employees in our last annual certification cycle, is requested annually to certify compliance with the

26


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.
As provided in our Corporate Governance Guidelines, our Corporate Governance and Nominating Committee, in making recommendations regarding director compensation, is guided by three goals:
Compensation should fairly pay directors for work required for a company of our size and scope;
Compensation should align directors’ interests with the long-term interests of stockholders; and
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 2019 Non-Employee Director Compensation Table beginning on page 28, 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 2019, 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 48.
Director Compensation Policy
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.
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. New directors receive a single grant of RSUs effective on and prorated to the date of their election to our Board.
The RSUs are granted following 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

27


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.
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 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code (“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 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.
The following table and accompanying narrative and notes provide information about our compensation for service as a non-employee director during 2019.
2019 Non-Employee Director Compensation Table
Name
Fees Earned or Paid
in Cash
($)
(1)
Stock Awards
($)
(2)(3)
All Other
Compensation
($)
(4)
Total
($)
Cheryl K. Beebe
$
54,643

$
154,994

$

$
209,637

Oscar P. Bernardes
90,000

154,994


244,994

Nancy E. Cooper
110,000

154,994

9,359

274,353

Gregory L. Ebel
180,000

260,002

9,359

449,361

Timothy S. Gitzel
105,000

154,994

9,359

269,353

Denise C. Johnson
90,000

154,994

9,359

254,353

Emery N. Koenig
100,000

154,994

9,359

264,353

Robert L. Lumpkins (5)
35,604


15,700

51,304

William T. Monahan
90,000

154,994

9,359

254,353

David T. Seaton
63,484

107,580

9,359

180,423

Steven M. Seibert
90,000

154,994

9,359

254,353

Luciano Siani Pires (6)




Kelvin R. Westbrook
100,000

154,994

5,405

260,399

 
(1)
Reflects the aggregate amount of the cash retainers earned or paid for 2019.
(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 22 to our audited financial statements for 2019 included in the 2019 10-K Report.

28


(3)
The following table shows the number of RSUs held at December 31, 2019 by each non-employee director:
Director
Restricted Stock Units Held at
December 31, 2019 (#)
Vesting Date 
Gregory L. Ebel
 
 
6,346
5/10/2018
 
 
 
9,098
5/23/2019
 
 
 
12,026
5/21/2020
Robert L. Lumpkins
 
 
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, Steven M. Seibert and Kelvin R. Westbrook
6,346
5/10/2018
5,497
5/23/2019
7,169
5/21/2020
David T. Seaton
6,346
5/10/2018
5,497
5/23/2019
5,331
5/21/2020
Oscar P. Bernardes
 
 
5,497
5/23/2019
 
 
 
7,169
5/21/2020
Cheryl K. Beebe
 
 
7,169
5/21/2020
Luciano Siani Pires
 
 
(6)
(6)
(4)
Reflects dividend equivalent payments for 2019. 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. Lumpkins retired from our Board effective as of the close of the 2019 Annual Meeting.
(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.

29


EXECUTIVE COMPENSATION
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 2019. Our Named Executive Officers were:
2019 Named Executive Officers
James ("Joc") C. O'Rourke
President and Chief Executive Officer (“CEO”)
Clint C. Freeland
Senior Vice President and Chief Financial Officer
Richard N. McLellan
Senior Vice President - Mosaic Fertilizantes (1)
Corrine D. Ricard
Senior Vice President - Commercial (2)
Walter F. Precourt III
Senior Vice President - Strategy and Growth
(1) Mr. McLellan served as Mosaic’s Senior Vice President - Mosaic Fertilizantes until November 15, 2019, when he transitioned to Senior Vice President - Commercial.
(2) Ms. Ricard served as Mosaic’s Senior Vice President - Commercial until November 15, 2019, when she transitioned to Senior Vice President - Mosaic Fertilizantes.
Executive Summary
2019 Business Decisions
During 2019, we experienced challenges due in large part to uncontrollable market conditions. While the Company’s financial performance results and stock price performance were below expectations, the Company executed on a number of strategic initiatives that delivered sustainable cost savings and better positioned the Company for when market conditions improve, including:
We realized approximately $330 million of targeted savings and synergies, net of costs to achieve, related to the acquisition of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we refer to as Mosaic Fertilizantes) which exceeds our previously announced goal of $275 million by the end of 2019.
In October 2019, we announced that we plan to accelerate development of the Esterhazy K3 potash mine by an additional year, with expected completion by mid-2022. We produced a total of 1.4 million tonnes of ore from the K3 shaft in 2019. The transition to K3 from the K1 and K2 shafts is expected to eliminate our brine inflow management costs.
As a result of new Brazilian mining standards, we temporarily idled operations at four tailings dams and the three related phosphate mines at Araxá, Tapira, and Catalão while we implemented changes to comply with the new standards. The three mines returned to full production by September 2019. During that time, we processed available rock inventory and imported rock from our mine in Peru to maintain production, albeit at lower rates. We supplemented with finished phosphates from our Florida operations to meet our Brazilian customers’ needs.
In April 2019, we purchased the Pine Bend distribution facility in Rosemount, Minnesota, near the northern end of the Mississippi River, for $55 million. This large facility significantly improves our ability to serve customers in the U.S., allows us to capture time-place premiums, reduces our logistics risk and allows us to avoid capital investment in our older facilities in the same region.
We took steps to reduce our phosphate and potash fertilizer production until market conditions improve, including decreasing our phosphate production in Florida and Louisiana and idling our Colonsay, Saskatchewan potash mine.
During the second quarter of 2019, we announced the permanent closure of the Plant City, Florida phosphate facility that was previously idled in late 2017, reaffirming our commitment to low-cost operations.
We repurchased 7.1 million shares of our Common Stock for approximately $150 million.
We have included additional information on these matters in our accompanying 2019 Annual Report.

30


2019 Financial Performance
 
2019
2018
Net Sales (in millions)
$
8,906.3

$
9,587.3

Net Income (Loss) (in millions)*
$
(1,067.4
)
$
470.0

Net Earnings (Loss) per Share*
$
(2.78
)
$
1.22

Operating Earnings (Loss) (in millions)*
$
(1,094.9
)
$
928.3

*2019 negative results included after-tax goodwill impairment write off of $580 million, after-tax expenses of $267 million related to the indefinite idling of our Colonsay mine and $260 million after-tax Plant City closing costs.
Executive Compensation Overview
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’s target total direct compensation includes traditional base salary, short-term incentives tied to financial and operational performance and long-term incentives linked to stock price performance.
2019 compensation overview:
As in prior years, the majority of target total direct compensation for 2019 was “at risk” based on financial, operational and stock price performance.
Our short-term incentive plan paid out at 49.94% of target for our executive officers, reflecting challenging market conditions that were persistent in our industry throughout the year.
Our long-term incentive awards granted in 2019 for the 2019 - 2022 performance period consisted of one-third time-based RSUs and two-thirds total shareholder return (“TSR”) performance units at target.
RSUs granted in 2019 to our executive officers will vest on the third anniversary of the grant date.
TSR performance unit awards granted in 2019 to our executive officers:
are 100% stock denominated, with one-half stock settled and one-half cash settled awards;
require positive net earnings and 10% TSR growth over a three-year performance period to earn target awards; and
require an additional one-year holding period on the stock settled portion of the award.
Our TSR performance unit awards granted to our executive officers in 2017 were forfeited in early 2020 based on failure to achieve positive net earnings over the three-year performance period, which included fiscal years 2017- 2019. In March 2020, our Compensation Committee determined that we did not meet the positive net earnings threshold largely as a result of implementing strategic decisions to counter weak phosphate and potash prices which led to $1.46 billion in non-cash charges during the performance period.

31


Compensation Practices and Policies
The Compensation Committee periodically reviews our executive 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 2019 compensation practices and policies are presented below.
What We Do
ü
A majority of target total direct compensation is at-risk and tied to performance.
ü
We maintain an appropriate balance between short-term and long-term compensation to discourage excessive risk taking and encourage prudent decision making.
ü
The Compensation Committee may exercise negative discretion to reduce (but not increase) executive officer short-term incentive payouts.
ü
We have adopted a clawback policy that is applicable to annual and long-term incentives.
ü
Executive change-in-control agreements and long-term incentive awards require double trigger vesting in the event of a change-in-control.
ü
We have adopted stock ownership guidelines of 5x annual salary for CEO and 3x annual salary for other executive officers, with a requirement to hold 100% of all shares acquired from vested equity until the required ownership level is achieved.
ü
The Compensation Committee engages an independent executive compensation consultant and has access to other independent advisors.
ü
We provide limited perquisites.
ü
We hold an annual say-on-pay vote.


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 Vote
We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2019 Annual Meeting, approximately 95% of the votes cast were in favor of our say-on-pay proposal.
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, our Compensation Committee substantially implemented the same executive compensation programs or practices for 2019.

32


CEO Reported and Realizable Pay for 2019, 2018 and 2017
As shown in the table below, aggregate Realizable Pay for our CEO for 2019, 2018 and 2017 was 65% of Reported Pay. The information presented is intended to supplement, rather than to replace, the information found in the 2019, 2018 and 2017 Summary Compensation Table on page 48 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: CEO
ceorepvsrealpay.jpg
(a) Reported Pay includes (i) base salary, (ii) actual annual short-term incentive earned and (iii) the target grant date fair value of long-term incentive compensation for 2019, 2018 and 2017 for our CEO in each year, as reported in the Summary Compensation Table.
(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, 2019, the last trading day of 2019, or $21.64, and (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, 2019 to determine the estimated vesting percentage.

33


Executive Compensation Program
Compensation Philosophy and Program Objectives
Our executive compensation program aims to align our strategic interests with our stockholders’ interests, tie pay to the achievement of our business objectives, and optimize our ability to attract, retain and motivate key executives to successfully execute our long-term strategic plan. Within this overall compensation philosophy, our Compensation Committee makes executive officer compensation decisions based on desired business direction, strategy, individual achievement and relative positioning within our 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 factors outside our control, including:
price, supply and demand of our fertilizer products and the key product inputs;
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 plans reward achievement of key financial and operational performance measures 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.

34


Elements of Compensation
The elements of our executive compensation program for our executive officers include:
 
Compensation Element
Purpose
Key Principles
Fixed
Base Salary
Ÿ Provide a fixed level of competitive base pay to attract and retain talent.
Ÿ Salaries are set based on responsibilities, experience and leadership competencies including
      – executive experience
      – demonstrated knowledge
      – organizational impact
Ÿ Salary levels should be competitive and generally approximate the 50th percentile of our peer group.
Variable
Short-Term Incentives
Ÿ Motivate short-term performance against specified financial and operational targets.      
Ÿ Align performance objectives with the interests of our stockholders.
Ÿ Target short-term incentive ranges from 65% to 135% of executive officer’s base salary, based on:
      – responsibilities of position
      – experience in that role
      – consideration of market data
Ÿ Incentive measures reflect key financial and operational performance objectives that account for the impact of external factors, yet are within the control of management.
Ÿ Common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Long-Term Compensation Incentives
Ÿ Link management compensation to stock price performance to align with stockholder interests.
Ÿ Long-term incentives compromise the majority of the executives’ total direct compensation.
Ÿ Target award levels are based on:
      – responsibilities of position
      – individual contribution to business outcomes
      – company performance
      – consideration of market data
Ÿ Long-term incentives may be comprised of performance-based RSUs, stock options and/or time-based RSUs.
Ÿ Off-cycle grants of time-based RSUs may be awarded for recruitment, retention or promotional purposes.
Other
Benefits and Perquisites
Ÿ Provide competitive programs for wellness, health care, financial security and capital accumulation for retirement.
Ÿ Provide limited perquisites to enable our executives to focus their attention on business strategies.
Ÿ Executive officers may participate in the Mosaic 401(k) Plan and health and welfare plans generally made available to our employees.
Ÿ Executive officers 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 Mosaic 401(k) Plan but for annual contribution limits imposed by the Code.
Ÿ Named Executive Officers who were employees of Cargill before the 2004 business combination between IMC Global Inc. (“IMC”) and Cargill's fertilizer business have additional pension and retirement benefits.

35


2019 Pay Mix
Our executive compensation program is similar to prior years and designed to promote stockholder value creation. The following charts illustrate the mix of base pay and short- and long-term incentive compensation that comprised total direct compensation opportunity, at target, for Mr. O’Rourke and the average target total direct compensation for the other Named Executive Officers as a group, represented by each compensation component.
2019 CEO PAY MIX
 
2019 Other NEO Pay Mix
ceopaymix32820.jpg
 
neopaymix32820.jpg
2019 Compensation Decisions
Setting 2019 Target Compensation
The tables below show the components of total direct compensation, assuming target performance, for each Named Executive Officer, as set in March 2019 by our Compensation Committee, together with the other independent directors in the case of our CEO’s total direct compensation. In setting total target direct compensation, consideration was given to the competitive positioning of each component for comparable roles within our peer group, as well as the Named Executive Officer’s specific individual achievements against 2018 strategic priorities.
James ("Joc") C. O'Rourke
President and CEO
Performance Highlights:
Execution on financial performance expectations
Leadership in shifting culture to advance Mosaic’s ability to compete and win
Leadership in transformational initiatives across the Company to improve operational performance
Initiative to accelerate Esterhazy K3 production, allowing the Company to reduce brine costs and capital spending earlier than projected
Oversaw the programs developed to strengthen the Company’s environmental compliance and to renew employee commitment to safety
The increase the Compensation Committee approved for Mr. O’Rourke was also intended to bring his target total direct compensation closer to the market median. 
Compensation
Component
2019
% Change from 2018
% of Target Total Direct Compensation
Base Salary (1)
$
1,220,000

3
%
12
%
Target Short-Term Incentive
  (135% of base salary)
1,647,000

3
%
17
%
Target Long-Term Incentive
6,900,000

23
%
71
%
Target Total Direct Compensation
9,767,000

16
%
-

(1) Effective April 1, 2019

36


Clint C. Freeland
Senior Vice President and Chief Financial Officer
Performance Highlights:
Leadership in the pay down of debt and the establishment of absolute target debt levels to better align with cyclical industry dynamics
Execution on the financial performance of the Company ensuring it is well positioned to benefit from improving markets
Focus on strengthening balance sheet and cash preservation in order to achieve 2020 financial objectives
Compensation
Component
2019
% Change from 2018
% of Target Total Direct Compensation
Base Salary (1)
$
650,000

4
%
24
%
Target Short-Term Incentive
(80% of base salary)
520,000

4
%
19
%
Target Long-Term Incentive
1,500,000

%
56
%
Target Total Direct Compensation
2,670,000

2
%
-

(1) Effective April 1, 2019

Richard N. McLellan
Senior Vice President - Mosaic Fertilizantes through November 15, 2019
Currently Senior Vice President - Commercial
Performance Highlights:
Execution on the Vale Fertilizantes integration strategy putting us on track to reach the net savings target of $275 million well before our original target achievement date
Oversaw a successful approach to managing gypstack expansions spend in Brazil, resulting in a significant capital spend avoidance
Compensation
Component
2019
% Change from 2018
% of Target Total Direct Compensation
Base Salary (1)
$
570,000

4
%
26
%
Target Short-Term Incentive
(80% of base salary)
456,000

4
%
20
%
Target Long-Term Incentive
1,200,000

%
54
%
Target Total Direct Compensation
2,226,000

2
%
-

(1) Effective April 1, 2019

37


Corrine D. Ricard
Senior Vice President - Commercial through November 15, 2019
Currently Senior Vice President - Mosaic Fertilizantes
Performance Highlights:
Delivery of a record year for Mosaic’s premium products sales (MicroEssentials®, Aspire® and K-Mag®)
Achievement of new domestic and export MOP shipment record
Continued negotiation of cost effective rates and contracts, and reinforcement of strategic relationships with our critical transportation partners
Compensation
Component
2019
% Change from 2018
% of Target Total Direct Compensation
Base Salary (1)
$
504,000

6
%
25
%
Target Short-Term Incentive
(75% of base salary)
378,000

14
%
19
%
Target Long-Term Incentive
1,100,000

%
55
%
Target Total Direct Compensation
1,982,000

4
%
-

(1) Effective April 1, 2019
Corrine D. Ricard Transition. Ms. Ricard served in the role of Senior Vice President - Commercial until November 15, 2019, when she transitioned to Senior Vice President - Mosaic Fertilizantes. Ms. Ricard entered into a letter of understanding (the "Ricard Expatriate Agreement") with Mosaic in connection with her relocation to Mosaic's Sao Paulo, Brazil office, where she leads the Mosaic Fertilizantes operations. Effective November 15, 2019, Ms. Ricard’s annual base salary was increased to $550,000, subject to annual review and adjustment in the ordinary course, and our Compensation Committee also approved a a one-time retention award (the "Retention Award") for Ms. Ricard under Mosaic's 2014 Stock and Incentive Plan in the amount of $1,650,000. In recognition of Ms. Ricard’s service as interim leader of Mosaic's human resources organization in addition to her responsibilities as Senior Vice President - Commercial for the period beginning in November 2018 and ending in June 2019, the Committee also approved a cash bonus in the amount of $250,000. The Ricard Expatriate Agreement is described on page 45 and the Retention Award is described in the Outstanding Awards at Fiscal Year-End table beginning on page 52.

Walter F. Precourt III
Senior Vice President - Strategy and Growth
Performance Highlights:
Leadership in the restructuring of phosphate business unit to control costs, increase efficiency and productivity and to refocus the business unit on its most critical priorities, resulting in record-setting mined rock costs at a number of sites
Achievement of integration goals at the Miski Mayo mine resulting in a reduction in total cash cost and the most successful safety, production and cost performance since the joint venture began operations in 2010
Significant EHS performance improvement with the fewest injuries and environmental incidents than at any point in our history
The above highlights reflect Mr. Precourt’s 2018 achievements while in the role of Senior Vice President - Phosphates.
Compensation
Component
2019
% Change from 2018
% of Target Total Direct Compensation
Base Salary (1)
$
541,000

8
%
25
%
Target Short-Term Incentive
(75% of base salary)
405,750

16
%
19
%
Target Long-Term Incentive
1,200,000

%
56
%
Target Total Direct Compensation
2,146,750

5
%
-

(1) Effective April 1, 2019

38


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 short-term incentive program. 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 Short-Term Incentive Plan if it deems appropriate.
2019 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 and improve margins, including development of 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.
Short-Term Incentive Measure
Weight
Purpose and Structure
Incentive ROIC (1)
30%
Ÿ 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.
Ÿ 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 2019, it considered the generally weaker global market conditions for our key products, including anticipated potash selling price, phosphates stripping margin and Mosaic Fertilizantes distribution. 2019 target ROIC was set above our WACC.
Free Cash Flow (1)
20%
Ÿ Focuses on our ability to generate cash and support our investment grade credit rating.
Ÿ Target goal is derived from budgeted enterprise operating earnings, cash flow from operations and planned capital expenditures and was higher than 2018 actual.
Incentive Controllable Operating Costs Per Tonne (1)
30%
Ÿ 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.
Ÿ Target costs for each tonne produced (excluding raw materials and other noncontrolable items) are based on prior year production tonnes and predetermined variable costs per tonne. The 2019 target required a reduction in cost per tonne compared to the prior year.
Safety  Risk Reduction
10%
Ÿ The safety and sustainability metric transitioned from the Management System Effectiveness assessment (MSeA) to a risk reduction metric with a MSeA qualifier. 
Ÿ The risk reduction goals relate to the number of engineering, substitution and elimination controls implemented reducing risks identified in site risk registers.
Ÿ Management system effectiveness (MSE) goals relate to the degree of improvement in the MSeA score.
Ÿ Risk reduction and MSE improvement goals are set at the business unit level.
Premium Product Sales
10%
Ÿ Focuses on achieving sales of our premium products, including MicroEssentials®, which we believe provide us with a competitive advantage with customers.
Ÿ 2019 target was 6% higher than actual 2018 sales volume.
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.

39


2019 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 challenging but achievable and that define expected business performance. The following table provides the 2019 performance measures under the short-term incentive program and expected payout at threshold, target and maximum performance levels.
Measure
Threshold
Target
Maximum
Performance
Level
Payout Percentage
Performance
Level
Payout
Percentage
Performance
Level
Payout
Percentage
Incentive ROIC (%)(1)
5.8%
1%
8.8%
30%
10.8%
60%
Free Cash Flow ($ in millions)(1)
$700
1%
$1,100
20%
$1,500
40%
Incentive Controllable Operating Costs Per Tonne (1)
$100
—%
$94
30%
$88
60%
Premium Product Sales (million tonnes)
3.51
—%
3.98
10%
4.38
20%
Safety - Risk Reduction
648
—%
720
10%
864
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.
2019 Short-Term Incentive Actual Payouts
The following table provides the results for each performance measure for 2019. 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
2019 Actual Performance
2019 Actual Payout % of Target
Incentive ROIC (%)(1)
(2.17
)%
%
Free Cash Flow ($ in millions)(1)
$
(107
)
%
Incentive Controllable Operating Costs Per Tonne(1)
$
99

29.94
%
Premium Product Sales (million tonnes)
3.43

%
Safety - Risk Reduction
905

20.00
%
Total Payout

49.94
%
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.

40


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 2019, grants consisted of one-third RSUs and two-thirds stock-denominated TSR performance units of which one-half will be settled in shares of Common Stock and one-half are settled in cash. 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
TSR Performance Units (Stock-Settled)
TSR Performance Units (Cash-Settled)
NEO Grant Value/ % of Total
$3,966,678/ 33.33%
$3,966,675/ 33.33%
$3,966,675/ 33.33%
Number of Units Granted
142,073
166,667
166,667
Grant Date Fair Value per Share (1)
$27.92
$23.80
$26.94
Term/Performance Period
3 years
3 years + 1 year holding period
3 years
Performance Metric
N/A
Absolute TSR
Absolute TSR
(1) The Compensation Committee determined to grant an equal number of cash-settled units as stock-settled units. The dollar value of the grants in the above table represents the target value of the awards as approved by the Compensation Committee. Conversely, the value of the awards as depicted in the Summary Compensation Table and Grants of Plan-Based Awards Table represents the accounting grant date fair value as determined under FASB ASC 718 in accordance with SEC proxy disclosure requirements; this differs from the target value approved by the Committee due to the nuances of equity compensation accounting valuations. The assumptions used in the valuation are discussed in note 22 to our audited financial statements for 2019.
RSUs and TSR performance units 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 60, and vest upon a participant’s death or 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
RSUs compensate participants based on our stockholder return, and are subject to three-year cliff vesting, which means that the executive must remain employed with the Company for the full vesting period in order to earn any 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. We use absolute TSR instead of relative TSR because of the scarcity of 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, and they support our retention objectives with their pay for performance sensitivity.
For 2019 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 of Common Stock issued or settled in cash is limited to two times the number of performance units awarded on the grant date; maximum value of shares issued or cash paid is limited to 400% of the grant date fair value of performance units awarded on the grant date. Also, the portion of the award that settles in shares is subject to a one-year holding period.

41


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 0.4% over the past three calendar years, which is below the average burn rate for companies within the basic materials industry.
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 2014-2016, respectively, and the value actually realized relative to grant date fair value. For 2014, the award mix was equally divided among options, time-based RSUs and TSR performance units and, for 2015 and 2016, it was equally divided among options, TSR performance units and ROIC performance units.
James ("Joc") C. O'Rourke
2014 Grant
2015 Grant
2016 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
$
633,336

$

$
666,658

$

$
1,499,996

$

$
2,799,990

$

Restricted Stock Units(1)
$
633,312

$
371,607

$
1,000,019

$
683,054

$

$

$
1,633,330

$
1,054,661

TSR Performance Units
$
633,363

$
226,087

$
666,651

$
184,920

$
1,500,003

$
1,824,784

$
2,800,017

$
2,235,791

ROIC Performance Units
$

$

$
666,685

$

$
1,499,999

$

$
2,166,684

$

3-Year TSR
(35.7)%
(39.5)%
15.3%
Shares Vested
54,189
66,347
58,864
179,400
% Grant Value Realized
31%
29%
41%
35%
(1) Mr. O’Rourke received an award in 2015 in the form of RSUs upon his promotion.
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 performance unit awards granted over this period together represented approximately one-third (35%) 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 and below threshold ROIC.
As described in footnote (4) to the Outstanding Equity Awards at 2019 Fiscal Year-End table beginning on page 52, TSR performance units granted in 2017 were forfeited (0% realized value) in early 2020.
This information is provided to supplement, rather than to replace, the information the SEC requires.

42


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)
Ÿ Reviews and approves all aspects of our executive compensation program
Ÿ Reviews and recommends to our independent directors the amount and mix of total target direct compensation awarded to our CEO
Ÿ Annually sets the amount and mix of total direct compensation for the other Named Executive Officers
Ÿ 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 - Human Resources
- internal and external factors including market data for other Named Executive Officers
Ÿ 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 2019. The Compensation Committee assessed the consultant’s independence pursuant to the listing standards of the NYSE and concluded the engagement did not raise any conflict of interest. In 2019, FW Cook did not provide us with any services other than those in support of the Compensation Committee’s execution of its responsibilities.
CEO
Ÿ Leads management in furnishing the advice and recommendations requested by Compensation Committee
Ÿ 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
Ÿ Annually reviews with Compensation Committee compensation of each other executive officer and presents compensation recommendations to Compensation Committee
Human Resources
Ÿ Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation Committee
Ÿ Furnishes the Compensation Committee with market data and proxy analyses for market context and other information and analyses as requested
Ÿ Assists the CEO with proposing pay packages for other Named Executive Officers
Independent Compensation Consultant
(FW Cook)
Ÿ 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 and peer group composition
- regularly attends and participates in Compensation Committee meetings as requested by our Compensation Committee or its Chair
Independent Directors
Ÿ Annually review CEO Performance
Ÿ Annually approve mix and amount of CEO total target direct compensation based on performance evaluation
Ÿ Establish level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements
Ÿ Members of the EHSS Committee furnish the Compensation Committee with recommendations on short-term incentive plan EHS measures.
(1) Additional information about the Compensation Committee’s key responsibilities is provided under Committees of the Board of Directors - Compensation Committee on page 21.
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 a qualifying termination of employment absent or related to a change in control of Mosaic.

43


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 PLC and Mercer LLC; 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 to make a number of changes to the 2018 comparator group. We removed Monsanto Company following its merger with Bayer AG in June 2018, and Ecolab Inc. was removed because, following a number of its recent acquisitions, it was no longer as strong a match to the Company’s business profile. We added Chemours Company, OLIN Corporation and Westlake Chemicals Corporation to better match the profile of the specialty chemical side of the business.
2019 Mosaic Peer Group
Air Products & Chemicals Inc.
Eastman Chemical Company
OLIN Corporation
Ashland Inc.
FMC Corporation
PPG Industries Inc.
Barrick Gold Corporation
Huntsman Corporation
Praxair, Inc.
Celanese Corp.
Ingredion Corporation
Teck Resources Limited
CF Industries Holdings, Inc.
Newmont Mining Corp.
Westlake Chemicals Corporation
Chemours Company
Nutrien Ltd. (1)

(1) Effective January 1, 2018, the merger of Agrium, Inc. and Potash Corporation of Saskatchewan Inc, two companies included in the 2018 comparator group, was completed to form Nutrien Ltd.
 
The following data is based on each peer group member’s most recently completed fiscal year ending before August 2018, the time when we selected our peer group for 2019.
 
compgrprank.jpg
 
 
 
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 that 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 100% 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

44


with the guidelines if he or she continues to own at least the same 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, 2019 are presented below. As of that date, all Named Executive Officers were in compliance with the retention requirements.
 
ceosog.jpg
 
 
 
 
 
neosog.jpg
 
 
 
 
 
 
 
Other Executive Compensation Arrangements, Policies and Practices
Expatriate Arrangements
McLellan Expatriate Agreement. In 2019 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 2019 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 2019 under this agreement are described in footnote 8 of the Summary Compensation Table on page 48.
Ricard Expatriate Agreement. In 2019 we entered into an expatriate agreement with Ms. Ricard in connection with her relocation to our Sao Paulo, Brazil office, where she would lead our Mosaic Fertilizantes operations. Benefits provided in 2019 included tax equalization payments, tax consultation and preparation assistance, participation in an international health plan for Ms. Ricard and her eligible dependents, housing assistance, travel allowances, relocation assistance, automobile assistance and transition assistance. Mosaic is also obligated to provide Ms. Ricard with relocation assistance for her move back to the United States upon completion of her assignment. The benefits we provided in 2019 under this agreement are described in footnote 8 of the Summary Compensation Table on page 48.
Precourt Expatriate Agreement. In 2019 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 2019 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. The benefits we provided in 2019 under this agreement are described in footnote 8 of the Summary Compensation Table on page 48.
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 to receive certain benefits upon termination of employment. These agreements are intended to:

45


Help us attract and retain executive talent in a competitive marketplace.
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.
Foster their objectivity in considering a change-in-control proposal.
Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.
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 57.
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 Mosaic 401(k) Plan but for annual contribution limits imposed under the Code.
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 long-term incentive awards (excluding stock options). This plan is described under “Non-Qualified Deferred Compensation” on page 56. No long-term incentive awards paid out to Named Executive Officers in 2019 were deferred under this 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 53 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreements for Cargill International Retirement Plan Participants” on page 60.
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:
Executive physical exam program
Reimbursement of financial and tax planning fees up to $15,000 for the CEO and $12,000 for other Named Executive Officers.
Life and disability insurance premiums
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.
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 and non-employee directors from engaging in hedging or monetization transactions, such as zero cost collars and forward sales contracts which allow an individual to offset any decrease in the market value of Mosaic’s securities or limit such persons ability to profit from an increase in the market value of Mosaic’s securities. Our insider trading policy also prohibits executive officers, non-employee directors and employees from holding shares of our Common Stock in a margin account or pledging the stock as collateral.
Policy on Deductibility of Compensation
Section 162(m) of the 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 awards granted in 2017 that were eligible for vesting in 2020, are intended to qualify as deductible performance-based compensation under Section 162(m) of the Code. However, our Named Executive Officers forfeited this award as the threshold Section 162(m)

46


metric was not achieved. Except for outstanding options, no other awards are grandfathered 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 2019 10-K Report.
 
 
 
Respectfully submitted,
Timothy S. Gitzel, Chair
Cheryl K. Beebe
Oscar P. Bernardes
Denise C. Johnson
William T. Monahan
David T. Seaton
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 2019, our CEO’s annual total compensation of $9,767,104, as shown in the Summary Compensation Table on page 48, was estimated to be 262 times our median employee’s total compensation of $37,234, calculated in the same manner.
We identified our median employee using the 2019 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2019, 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 2019.
We have a total of 3,997 U.S. and 9,676 non-U.S. employees. In identifying our median employee, we included all employees employed on a full-time, part-time, temporary or seasonal basis. As permitted under SEC regulations, we exempted our non-U.S. employees who are employed in Australia (one employee), China (160 employees), India (63 employees) and Paraguay (59 employees), and who in the aggregate, account for 283 employees, or less than 3% of our global workforce. Exempting these employees, we have a total of 13,370 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 48.
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 2019 granted a mix of one-third RSUs and two-thirds performance units which ties performance to stock price and total shareholder return, to mitigate the risk of actions intended to

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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 47; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 44; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Short-Term 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 30.
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 2019, 2018 and 2017 and should be read in conjunction with the Compensation Discussion and Analysis.
Summary Compensation Table
Name and Principal Position
Fiscal Year
Salary
($)
(1)(2)
Bonus
($)
(3)
Stock Awards
($)
(4)
Option Awards
($)
(5)
Non-Equity Incentive Plan Compensation
($)
(2)(6)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(7)
All Other Compensation
($)
(8)
Total
($)
James ("Joc") C. O'Rourke
2019
$
1,212,500

$

$
7,203,457

$

$
817,500

$

$
533,647

$
9,767,104

President and Chief Executive Officer
2018
1,178,750


5,599,995


2,978,300


769,009

10,526,054

2017
1,137,500


3,333,335

1,666,664

1,528,000


685,441

8,350,940

Clint C. Freeland (9)
2019
643,750


1,565,937


257,200


62,890

2,529,777

Senior Vice President and Chief Financial Officer
2018
362,216


1,500,003


542,300


296,065

2,700,584

 
 
 
 
 
 
 
 
 
Richard N. McLellan (10)
2019
565,000


1,252,798


225,700

146,900

2,871,010

5,061,408

Senior Vice President - Commercial
2018
582,738


1,199,995

 
823,500

75,200

1,286,674

3,968,107

2017
542,333


1,833,338

366,670

448,300

111,200

563,316

3,865,157

Corrine D. Ricard (11)
2019
501,682

250,000

2,798,374


187,900

81,400

383,132

4,202,488

Senior Vice President - Mosaic Fertilizantes
2018
471,250


1,099,993


617,400

68,300

151,473

2,408,416

2017
456,667


666,662

333,333

330,300

22,800

246,346

2,056,108

Walter F. Precourt III
2019
537,000


1,252,798


201,100


251,115

2,242,013

Senior Vice President - Strategy and Growth
2018
492,500


1,199,995


645,200


416,560

2,754,255

2017
462,500


666,662

333,333

334,500


501,291

2,298,286

(1)
Reflects the dollar amount of base salary paid in the designated fiscal year.
(2)
Includes any amounts deferred at the officer’s election to the officer’s account under our qualified and non-qualified defined contribution retirement plans.
(3)