DEF 14A 1 a2021proxystatement.htm DEF 14A - MOS 2021 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 o
 
Check the appropriate box:
 
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
o 
Definitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12
 
The Mosaic Company
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
x 
No fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:

(2)
Aggregate number of securities to which transaction applies:

(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)
Proposed maximum aggregate value of transaction:

(5)
Total fee paid:

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


image371.jpg
  Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200
April 7, 2021

Dear Fellow Stockholder:
You are cordially invited to attend The Mosaic Company’s 2021 Annual Meeting of Stockholders on May 20, 2021, 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. 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.
You will be able to attend the virtual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MOS2021. 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).
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,
image1a291a.jpg
James (“Joc”) C. O’Rourke
President and Chief Executive Officer


1

image371.jpg
  Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200

 
Notice of 2021 Annual Meeting of Stockholders
 


To Our Stockholders:
The 2021 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 20, 2021, at 10:00 a.m. Eastern Time (the “2021 Annual Meeting”). You will be able to attend the 2021 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available at www.virtualshareholdermeeting.com/MOS2021. The following matters will be considered and acted upon at the 2021 Annual Meeting:
1.
Election of twelve 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, 2021;
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 2021 Annual Meeting of Stockholders or any adjournment or postponement thereof.
In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 22, 2021 are entitled to receive notice of, and to vote at, the 2021 Annual Meeting of Stockholders.
By Order of the Board of Directors
image3a031a.jpg
Mark J. Isaacson
Senior Vice President, General Counsel and Corporate Secretary
April 7, 2021




Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 20, 2021:
Our Proxy Statement and 2020 Annual Report are available at www.mosaicco.com/proxymaterials.

2

SUMMARY INFORMATION
This summary highlights certain information that you should consider before voting on the proposals to be presented at the 2021 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 2020 Annual Report carefully before voting.
The 2021 Annual Meeting of Stockholders
Date:  May 20, 2021
Time:10:00 a.m. Eastern Time
Virtual Meeting:  www.virtualshareholdermeeting.com/MOS2021
Record Date:  March 22, 2021

Where to Find Information
Corporate website:  www.mosaicco.com
Investor website:  www.mosaicco.com/investors
2020 Annual Report:  www.mosaicco.com/proxymaterials

Voting Matters and Board of Director Recommendations
Proposal Board Recommendation   Page
Election of Twelve Directors
FOR each director nominee
11
Ratification of KPMG LLP as our independent registered public accounting firm FOR  65
Say-on-Pay Advisory Proposal FOR  65
Stockholder Proposal Relating to Adoption of Written Consent RightAGAINST66

Executing our Strategy
Mosaic has six global strategic priorities that align our actions, focus our employees, provide a framework for decision making and hold us accountable for creating long-term value for our stakeholders.
sp1a.jpg
3


Business Developments during 2020
In response to Covid-19, we implemented measures in 2020 that were intended to provide for the continued health and safety of our employees. These included minimizing the number of employees at a single location through remote work arrangements and alternating work schedules; requiring mask usage and social distancing at all sites; enhanced cleaning and sanitization processes; postponing non-critical travel; and the installation of physical shields and barriers. Our response resulted in minimal disruptions to our operations and limited the impacts on our employees, customers, supply chain and logistics and, as a result, the Company did not adjust its incentive targets nor did the Compensation Committee adjust incentive funding as a result of Covid-19.
We received the Robert W. Campbell Award for 2020. The Campbell Award, which is among the most prestigious safety performance awards in all of U.S. industry, recognizes the efficacy of our risk management system and focus on risk reduction.
We sought a level competitive playing field by filing petitions seeking countervailing duties on phosphate imports from Morocco and Russia to the U.S. We alleged that competitors in those countries receive unfair government subsidies, such as below-market-value access to raw materials. In February 2021, the U.S. Department of Commerce issued final, affirmative duty determinations, and in March, the U.S. International Trade Commission affirmed that the subsidies caused injury to the U.S. phosphate market. The duties help to ensure the long-term viability of the U.S. phosphate industry—and a reliable supply of U.S. phosphate for American farmers.
We continued to reduce costs across the business. We realized an additional $115 million in transformation benefits in our Mosaic Fertilizantes business in Brazil, reduced phosphates fixed costs by $50 million and significantly lowered brine management and other costs in our potash business. Potash cash costs per tonne were $56, excluding brine management costs, down by 14 percent compared with 2019.
Our Esterhazy K3 potash mine ramped up quickly, with six four-rotor miners operating. We expect to transition all Esterhazy production to K3 by the end of the second quarter in 2022, leading to the elimination of brine management spending.
We received safety certifications for all tailings dams in Brazil to resolve a difficult situation related to rapidly changing dam regulation.
Our performance product portfolio and sales continued to grow. MicroEssentials® sales exceeded four million tonnes globally, including one million tonnes in Brazil, both new records, and, through a new partnership, we created Sus-Terra™ fertilizer, a bio-boosted phosphate crop nutrient.
Our phosphates business made a leap toward automation, opening our new NextGEN Integrated Operations Center. The center provides significant opportunity for efficiency and employee safety.
We strengthened our financial position, and we remain committed to further fortifying our balance sheet. Our total available liquidity was approximately $3.4 billion at the end of the year.
We have included additional information on these matters in our accompanying 2020 Annual Report.
2020 Financial Performance
20202019
Net Sales (in millions)$8,681.7 $8,906.3 
Net Income (Loss) (in millions)*$666.1 $(1,067.4)
Diluted Net Earnings (Loss) per Share*$1.75 $(2.78)
Operating Earnings (Loss) (in millions)*$412.9 $(1,094.9)
*2019 negative results included after-tax goodwill impairment write off of $509 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.
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.
4

Right to Call Special Meeting.  Our Bylaws 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 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, 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 Chief Executive Officer (“CEO”) and the Compensation Committee annually reviews succession planning for other executive officers and senior leaders.
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 oversees 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 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”).
Name and TitleAgeDirector SinceIndependentCommittee Memberships
AC*CCCGNEHSS
Nominees for Election as Directors
Cheryl K. Beebe652019X¤¤
Retired, Executive Vice President and Chief Financial Officer
Ingredion Incorporated
Oscar P. Bernardes742018X¤¤
Managing Partner
Yguaporã Consultoria e Empreendimentos Ltda.
Gregory L. Ebel572012X¤¤
Chairman
Enbridge, Inc.
Timothy S. Gitzel582013X¤£
President and Chief Executive Officer
Cameco Corporation
Denise C. Johnson542014X¤¤
Group President, Resource Industries
Caterpillar, Incorporated
Emery N. Koenig652010X¤£
Retired, Vice Chairman, Chief Risk Officer and Member of Corporate Leadership Team
Cargill Incorporated
5

Name and TitleAgeDirector SinceIndependentCommittee Memberships
AC*CCCGNEHSS
James ("Joc") C. O'Rourke602015
President and Chief Executive Officer
The Mosaic Company
David T. Seaton592009**X¤¤
Former Chairman and Chief Executive Officer
Fluor Corporation
Steven M. Seibert652004X  ¤¤
Attorney
The Seibert Law Firm
Luciano Siani Pires512018¤
Chief Financial Officer
Vale S.A.
Gretchen H. Watkins522020X¤¤
President, Shell Oil Company
Executive Vice President Global Shales
Kelvin R. Westbrook652016X£¤
President and Chief Executive Officer
KRW Advisors, LLC
* Nancy E. Cooper will continue to serve as Chair of the Audit Committee until the 2021 Annual Meeting, at which time her successor will be appointed.
** 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
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.
Diversity of director nominees
(percentage reflects diversity of gender, ethnicity or race)
gd1a.jpg
chart-3c54aa417cb843bc9341a.jpg
Executive Compensation Overview
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 2020 was “at risk” based on financial, operational and stock price performance.
6

2020 CEO PAY MIX2020 Other NEO Pay Mix
a2020_ceoxpayxmix2a.jpg
a2020_otherxneoxpayxmix2a.jpg
2020 Say-on-Pay
We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2020 Annual Meeting, approximately 88% of the votes cast were in favor of our say-on-pay proposal. In response to the say-on-pay vote we initiated a stockholder engagement program as described below.
Stockholder Engagement
During 2020, we invited stockholders representing 51% of our outstanding shares to meet with members of our Board and senior leadership team and spoke with holders representing 23% of our outstanding shares (the remaining 28% did not require a meeting or did not respond to our invitation).
The outreach program is designed to maintain an ongoing relationship with investors to better understand their issues and perspectives on the Company. We plan to continue the outreach program in years to come.
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 2020 compensation practices and policies are presented below.
What We Do
üA majority of target total direct compensation is at-risk and tied to performance.
üWe maintain an appropriate balance between short-term and long-term compensation to discourage excessive risk taking and encourage prudent decision making.
üThe Compensation Committee may exercise negative discretion to reduce (but not increase) executive officer short-term incentive payouts.
üWe have adopted a clawback policy that is applicable to annual and long-term incentives.
üExecutive change-in-control agreements and long-term incentive awards require double trigger vesting in the event of a change-in-control.
üWe 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.
üThe Compensation Committee engages an independent executive compensation consultant and has access to other independent advisors.
ü
We hold an annual say-on-pay vote.
7

What We Don’t Do
ûWe do not enter into executive employment agreements with lengthy terms, other than in unique circumstances where such agreements are deemed appropriate.
ûWe do not award uncapped incentives that could contribute to excessive risk taking.
ûWe do not provide tax gross-ups under our executive change-in-control agreements.
ûWe do not permit hedging or pledging of Mosaic stock.
ûWe do not reprice options under our stock plan.
ûWe do not pay dividends or dividend equivalents on unearned total stockholder return ("TSR") performance units or restricted stock units ("RSUs").
ûWe do not provide excessive perquisites for senior leaders; perquisites are limited to restoration provisions and those that require a specific business rationale.
Environment, Social and Governance
Our Responsibility
Mosaic’s environmental, social and governance (“ESG”) performance efforts are connected closely to our corporate strategy and mission. Mining and fertilizer production requires 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.
We are working to minimize our negative impacts and maximize the value we deliver to diverse stakeholders around the globe – promoting good stewardship of the natural, human and social resources we rely upon; mitigating risks; leveraging opportunities; and solidifying our position as an industry leader. Our journey is ongoing, and we are continuously evaluating what it means to be a good employer, supplier, neighbor and value creator.
Our 2025 ESG Performance Targets, launched in 2020, will guide our efforts as we hold ourselves accountable to measurable progress. Further information is available on our website at www.mosaicco.com under the “Our Responsibility” caption, which information is not incorporated by reference into this Proxy Statement.
mosaic_2025xtrgtsxgraphic1a.jpg
Responsible Leadership
Responsibility for ESG issues and programs is shared by many at Mosaic. Our Board of Directors, executive officers and management teams promote Mosaic’s principles of responsibility, innovation, collaboration and drive to succeed - and it is the Board’s, namely the EHSS Committee’s, and management’s collective responsibility to
8

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.
2020 ESG Highlights
In 2020 we took actions to further improve our performance, activate and engage our employees, and demonstrate our commitment to our diverse constituents:
Achieved reductions of freshwater and greenhouse gas emissions per tonne of product
Launched an ESG survey for suppliers, service providers and contractors to capture insights about the performance of our supply chain
Empowered farmers to reduce the impact of crop nutrients on the environment by facilitating the implementation of 4R Nutrient Stewardship on more than seven million acres in North America
Initiated work with an internal global Diversity and Inclusion Task Force, comprised of employees with different backgrounds, experiences and perspectives. Established and championed by our CEO, the purpose of the task force is to cultivate a work environment where all employees feel welcomed, valued and respected; and to be a force for change in the communities in which we do business.
2020 ESG Recognition
Winner of the prestigious Robert W. Campbell Award in recognition of excellence in environment, health and safety
Named as one of Barron’s “100 Most Sustainable Companies”
Scored A- in Carbon Disclosure Project’s Climate Change and Water questionnaires
Earned placement on 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
Listed as one of Corporate Responsibility Magazine’s “100 Best Corporate Citizens” for the eleventh consecutive year
Awarded two “Best of Agribusiness” awards by Globo Rural Magazine – one in the Fertilizer category and another in Sustainability.
Mosaic Fertilizantes was named as one of Brasil Mineral Magazine’s "Companies of the Year” within the Mineral Sector.
Continued to be recognized as as an “International Fertilizer Association Industry Steward Champion”
Frequently Asked Questions
We provide answers to many frequently asked questions about the 2021 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 71.
9

TABLE OF CONTENTS
 
PagePage
Where to Find Information
Business Developments during 2020
A- 1
10

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 2021 Annual Meeting to be held on May 20, 2021, and at any adjournment or postponement of the meeting (“2021 Annual Meeting”). The proxy materials are first being mailed or made available to stockholders on or about April 7, 2021.
For more information regarding the Company’s 2020 performance we have filed an annual report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2020 (the “2020 10-K Report”), which is available at www.sec.gov.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Our Board has nominated 12 directors for election at the 2021 Annual Meeting. Nancy E. Cooper is not standing for re-election at the 2021 Annual Meeting. The director nominees, if elected, will serve until the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) or until their successors are elected and qualified. Each nominee was previously elected at Mosaic’s 2020 Annual Meeting of Stockholders (“2020 Annual Meeting”).
Our Restated Certificate of Incorporation and Bylaws provide that each member of our Board is elected annually by a majority of votes cast if the election is uncontested. Our Corporate Governance Guidelines further provide that, if an incumbent director fails to receive the required vote for re-election, the director will tender his or her resignation and 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.
11

2021 Director Nominees
image181a.jpg
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.
Age65Key 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
CurrentPrior (Within the past five years)
Packaging Corporation of America
Goldman Sachs Trust II
Hanesbrands Inc.
Convergys Corporation


image191a.jpg
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.  
Age74Key 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
CurrentPrior (Within the past five years)
DASA, Laboratórios da América S.A. - Brazil
Jalles Machado S.A. - Brazil
Localiza Rent a Car S.A. - Brazil
Praxair, Inc.



12

image211a.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, as President and Chief Executive Officer of Spectra Energy from January 2009 to April 2014; as Group Executive and Chief Financial Officer of Spectra Energy from January 2007 to January 2009; as President of Union Gas Limited, a subsidiary of Spectra Energy from January 2005 until January 2007; and as Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. 
Age57
Director
Since
2012
IndependentKey Skills and Qualifications
Committees
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 Chairman of the Board
Audit
Corporate Governance and Nominating
Other Public Company Boards
CurrentPrior (Within the past five years)
Baker Hughes Company
Enbridge, Inc.
Spectra Energy Corp
Spectra Energy Partners L.P.


image221a.jpg
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.
Age58Key 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 25 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
CurrentPrior (Within the past five years)
Cameco CorporationNone



13

image231a.jpg
Denise C. Johnson
Occupation and Experience
Ms. Johnson is the Group President of Resource 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.
Age54
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



image241a.jpg
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.
Age65
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



14

image251a.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.
Age60Key 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
CurrentPrior (Within the past five years)
The Toro CompanyNone



image261a.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.
Age59Key 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
CurrentPrior (Within the past five years)
ConocoPhillips CompanyFluor Corporation
*Mr. Seaton previously served on our Board from April 2009 to May 2019


15

image271a.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, From December 2016 to October 2020, Mr. Seibert served as 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.
Age65
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 EHSS Committee.
Committees
Corporate Governance and Nominating
EHSS


image281a.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, with oversight responsibility for finance, including procurement (from 2012 to 2017), information technology (from 2015 to 2017) and shared services and project implementation (from 2016 to 2017). From 2008 to July 2012, Mr. Siani Pires held leadership positions with Vale including Group Head of Strategy and Group Head of 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. Mr. Siani Pires also serves as chairman of the Board of Directors of VLI S.A., holding company of VLI Group, the second largest Brazilian logistics company which operates railways, ports and logistics terminals.
Age51
Director
Since
2018
Committees
Key Skills and Qualifications
EHSS

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.



16

image291a.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 (“Maersk”), a Danish oil and gas company. From January 2014 to October 2016, Ms. Watkins served as Chief Operating Officer of Maersk; and from June 2008 to September 2013, Ms. Watkins held various officer positions at Marathon Oil Company.
Age52
Director
Since
2020Key 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
Compensation
EHSS
Other Public Company Boards
CurrentPrior (Within the past five years)
NoneWS Atkins plc



image301c.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.
Age65Key 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
CurrentPrior (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; and
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
17

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 – Governance – 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 2022 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 of Vale conducted through Mosaic Fertilizantes P&K Ltda (formerly Vale Fertilizantes S.A.), as more completely described in this Proxy Statement under the caption “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 Corporate Governance and Nominating Committee discusses diversity considerations in connection with each director candidate. When seeking the assistance of a director search firm to identify
18

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 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 – Governance – 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. The Board, on the recommendation of the Corporate Governance and Nominating Committee, may decline to accept a resignation if it determines that continued service as a director would be in the best interests of the Company. 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.
Mr. Bernardes has attained the age of 74 and submitted his offer to resign as a director to be effective at the time of the 2021 Annual Meeting. The Board, upon the recommendation of the Corporate Governance and Nominating Committee, declined Mr. Bernardes’ offer to resign in consideration of his ongoing contributions to the Board’s understanding of Brazilian markets and the international business climate.
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 $450,000 for each other non-employee director, other than Mr. Siani Pires as discussed in footnote (3) to the table below. For purposes of computing a director’s holdings under our stock ownership guidelines, RSUs (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s stock ownership at March 22, 2021 in relation to the ownership guidelines: 
Non-Employee DirectorShares Included Under
Guidelines
Value (1) in
Excess of
Guidelines ($)
Shares (#)
Value ($) (1)
Cheryl K. Beebe (2)
44,293 $654,778 $204,778 
Oscar P. Bernardes (2)
17,666 349,785 — 
Nancy E. Cooper49,032 1,282,891 832,891 
Gregory L. Ebel99,005 2,452,882 1,552,882 
Timothy S. Gitzel57,013 1,388,926 938,926 
Denise C. Johnson46,594 1,101,798 651,798 
Emery N. Koenig63,714 1,875,473 1,425,473 
David T. Seaton44,943 1,238,927 788,927 
Steven M. Seibert53,541 1,377,703 927,703 
Luciano Siani Pires (3)
12,000 153,623 — 
Gretchen H. Watkins (2)
13,420 155,001 — 
Kelvin R. Westbrook (2)
37,711 749,417 299,417 
(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.
19

(2) Director has not yet completed five years of service. Ms. Beebe, Mr. Bernardes, Ms. Watkins and Mr. Westbrook will complete five years of service on May 23, 2024, May 10, 2023, May 21, 2025, 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 43 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 guidelines and practices on a regular basis, which are available on our website at www.mosaicco.com under the “Investors - Governance - Governance Documents” caption. 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 – Governance – Governance Documents” caption.
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, David T. Seaton, Steven M. Seibert, Gretchen H. Watkins and Kelvin R. Westbrook 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 CEO, 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 62.
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.
20

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 operates under a written charter which is available on our website at www.mosaicco.com under the “Investors – Governance – Governance Documents” caption. 
21

Audit Committee
Six Members:
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.
Nancy E. Cooper, Chair
Cheryl K. Beebe
Oscar P. Bernardes
Gregory L. Ebel
Timothy S. Gitzel
David T. Seaton
Meetings During 2020:Eight
Key Responsibilities:
appointment, retention, compensation and oversight of the work of our independent registered public accounting firm;
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;
reviewing the internal audit plan and audit results;
reviewing the quality and adequacy of internal control systems with management, the internal auditor and the independent registered public accounting firm;
reviewing with the independent registered public accounting firm and managing the application and impact of new and proposed accounting rules, regulations, disclosure requirements and reporting practices on our financial statements and reports; and
reviewing the Audit Committee Report included in this Proxy Statement.

Compensation Committee
Six Members:
Timothy S. Gitzel, ChairNone of our Compensation Committee’s members also serve as our officers or employees, and all of its members, including its Chair, meet the independence requirements of the NYSE and the SEC.
Cheryl K. Beebe
Oscar P. Bernardes
Denise C. Johnson
David T. Seaton
Gretchen H. Watkins
Meetings During 2020: Five
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:
Chief Executive Officer Compensation:
wreviewing and recommending to our independent directors the amount and mix of direct compensation paid to our CEO; and
westablishing the amount and mix of executive benefits and perquisites for our CEO.
Other Executive Officers’ Compensation. Establishing the amount and nature of direct compensation and benefit programs for our other executive officers.
Severance, Change-in-Control and Other Termination Arrangements:
wreviewing and recommending to our independent directors the levels of compensation under severance, change-in-control and other termination arrangements for our CEO;
westablishing any change-in-control and other termination arrangements for our other executive officers; and
wadopting appropriate forms of agreements reflecting such arrangements.
22

Compensation Committee
Incentive Plans:
wreviewing and recommending measures and weightings to our Board under short- and long-term incentive plans for executive officers;
wrecommending to our independent directors awards under these plans to our CEO; and
wapproving awards under these plans to our other executive officers.
Other Benefit Plans. Overseeing the design and administration of our stock option, incentive and other executive benefit plans.
Also oversees:
our public disclosure of compensation matters in our proxy statements;
our solicitation of stockholder approval of compensation matters, including the advisory Say-on-Pay Proposal included in this Proxy Statement as Proposal No. 3;
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
succession planning for our senior management other than the CEO and related risks.
Delegations of Authority
Our Compensation Committee’s charter provides that it may delegate its authority to a subcommittee of its members.
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.”
Corporate Governance and Nominating Committee
Five Members:
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.
Nancy E. Cooper
Gregory L. Ebel
Emery N. Koenig
Steven M. Seibert
Meetings During 2020:Five
Key Responsibilities:
recommending to the Board a set of corporate governance guidelines and providing ongoing oversight of governance;
recommending to the Board nominees for director;
recommending to the Board all committee assignments;
developing and recommending to the Board a compensation and benefits program for the non-employee directors;
overseeing the Board and committee annual evaluation process, including peer review;
overseeing, from a corporate governance perspective, the manner in which the Board and its Committees review and assess enterprise risk;
reviewing and approving certain transactions involving related persons; and
reviewing the succession plan for the CEO.

23

Environmental, Health, Safety and Sustainable Development Committee
Six Members:
Emery N. Koenig, Chair
Denise C. Johnson
Steven M. Seibert
Luciano Siani Pires
Gretchen H. Watkins
Kelvin R. Westbrook
Meetings During 2020:Four
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:
overseeing the effectiveness of management’s systems, policies and processes that support our EHSS goals, commitments and compliance obligations;
conducting an annual environmental, health and safety management system review;
reviewing with management compliance with environmental, health and safety laws, and pending or threatened environmental, health and safety proceedings;
overseeing management’s responses to significant emerging EHSS issues;
monitor ESG performance and progress toward companywide targets;
reviewing sustainability issues, including product stewardship;
overseeing our processes and practices for stakeholder engagement on EHSS matters; and
overseeing our processes for managing EHSS risks.

Other Policies and Practices Relating to the Board of Directors
Board Leadership Structure
As provided in our Corporate Governance Guidelines, our Board retains the right to exercise its discretion in combining or separating the offices of Chairman and CEO. Our Board believes that this issue is part of the succession planning process and that it is in the best interests of Mosaic for the Board to make a determination when it elects a new CEO.
At the present time, we have separated these two offices, with Mr. Ebel serving as our independent Chairman and Mr. O’Rourke serving as our CEO. Our Board believes that separating these positions:
Allows our independent Chairman to focus on advising and overseeing management; and
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:
Leads the Board’s process for assessing the performance of the CEO;
Acts as a liaison between the Board and senior management;
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;
Establishes the agenda for each regular Board meeting;
Presides over each Board meeting; and
Presides over private sessions of the non-management directors at regular Board meetings.
24

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 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 2020. Each director was present for all meetings of the Board and committees of the Board of which such director was a member that occurred during 2020 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 and our director nominee attended the 2020 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.
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:
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;
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;
send e-mail messages to our Board, including the independent Chairman or the non-management directors as a group, to directors@mosaicco.com; or
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:
25

routine questions, complaints and comments that management can appropriately address;
routine invoices, bills, account statements and related communications that management can appropriately address;
surveys and questionnaires; and
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 – Governance – 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 – Governance – Governance Documents” caption.
The Related Person Transactions Approval Policy delegates to our Corporate Governance and Nominating Committee responsibility for reviewing, approving or ratifying transactions with “related persons” that are required to be disclosed under the rules of the SEC. Under the policy, a “related person” includes any director, executive officer or 5% stockholder and members of their immediate family.
Our Related Person Transactions Approval Policy applies to transactions that involve a related person where we are a participant and the amount involved exceeds, or is reasonably expected to exceed, $120,000, and in which the related person otherwise has a direct or indirect material interest, as well as any amendment or modification to an existing related person transaction.
No director may participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director is required to provide to the Corporate Governance and Nominating Committee all material information concerning the related person transaction as may be requested by the committee. Any related person transaction that is not approved or ratified, as the case may be, will be voided, terminated or amended, or such other actions will be taken in each case as determined by the Corporate Governance and Nominating Committee so as to avoid or otherwise address any resulting conflict of interest.
Related person transactions under the policy do not include:
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;
Indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person;
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
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:
26

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;
Whether there are demonstrable business reasons for us to enter into the related person transaction;
Whether the related person transaction could impair the independence of a director under our Director Independence Standards;
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
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 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 7,300 other employees in our last annual certification cycle, is requested annually to certify compliance with the Code of Ethics. A copy of our Code of Ethics is available on our website at www.mosaicco.com under the “Investors – Governance – 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.
27

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 2020 Non-Employee Director Compensation Table beginning on page 29, 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 2020, James (“Joc”) C. O’Rourke, our President and CEO, was an employee and director. All of our compensation to our CEO is set forth under “Executive Compensation Tables” beginning on page 47.
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 EHSS 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 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 up to half of the RSUs granted to the director to 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 of 1986, as amended (the “Code”), except that the Mosaic Stock Fund investment alternative is excluded. Because the rate of return is based on actual investment measures, no above-market earnings are paid. The Mosaic Non-Qualified Deferred Compensation Plan provides that our Board, as constituted immediately before a change-in-control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan.
Our unfunded non-qualified equity deferral plan and the applicable RSU award agreements allow eligible directors to elect to contribute all or a portion of annual RSU grants to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the director at the time of his or her deferral election. For each share that would have been issued under an RSU award but for an election to defer its receipt, the director will be credited with a recordkeeping amount of cash equal to the dividends per share paid or payable to holders of our Common Stock on a share of our Common Stock. This recordkeeping amount will be paid out consistent with the payment dates specified in the plan.
28

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 2020.
2020 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$90,000 $155,001 $— $245,001 
Oscar P. Bernardes90,000 155,001 — 245,001 
Nancy E. Cooper110,000 155,001 4,125 269,126 
Gregory L. Ebel180,000 260,002 4,125 444,127 
Timothy S. Gitzel105,000 155,001 4,125 264,126 
Denise C. Johnson90,000 155,001 4,125 249,126 
Emery N. Koenig100,000 155,001 4,125 259,126 
William T. Monahan (5)
35,110 — 4,125 39,235 
David T. Seaton90,000 155,001 4,125 249,126 
Steven M. Seibert90,000 155,001 4,125 249,126 
Luciano Siani Pires (6)
— — — — 
Gretchen H. Watkins55,137 155,001 — 210,138 
Kelvin R. Westbrook100,000 155,001 4,125 259,126 
 
(1)Reflects the aggregate amount of the cash retainers earned or paid for 2020.
(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 2020 included in the 2020 10-K Report.
(3)The following table shows the number of RSUs held at December 31, 2020 by each non-employee director:
DirectorRestricted Stock Units Held at
December 31, 2020 (#)
Vesting Date 
Gregory L. Ebel9,0985/23/2019
12,0265/21/2020
22,5115/20/2021
William T. Monahan5,4975/23/2019
 7,1695/21/2020
Each of Oscar P. Bernardes, Nancy E. Cooper, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Steven M. Seibert and Kelvin R. Westbrook5,4975/23/2019
7,1695/21/2020
13,4205/20/2021
David T. Seaton5,4975/23/2019
5,3315/21/2020
13,4205/20/2021
Cheryl K. Beebe7,1695/21/2020
13,4205/20/2021
Gretchen H. Watkins13,4205/20/2021
Luciano Siani Pires(6)(6)
(4)Reflects dividend equivalent payments for 2020. 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. Monahan retired from our Board effective as of the close of the 2020 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 2020. Our Named Executive Officers were:
2020 Named Executive Officers
James ("Joc") C. O'RourkePresident and Chief Executive Officer
Clint C. FreelandSenior Vice President and Chief Financial Officer
Corrine D. RicardSenior Vice President - Mosaic Fertilizantes
Richard N. McLellanSenior Vice President - Commercial
Walter F. Precourt IIISenior Vice President - Strategy and Growth
Executive Summary
Business Developments during 2020
In response to Covid-19, we implemented measures in 2020 that were intended to provide for the continued health and safety of our employees. These included minimizing the number of employees at a single location through remote work arrangements and alternating work schedules; requiring mask usage and social distancing at all sites; enhanced cleaning and sanitization processes; postponing non-critical travel; and the installation of physical shields and barriers. Our response resulted in minimal disruptions to our operations and limited the impacts on our employees, customers, supply chain and logistics and, as a result, the Company did not adjust its incentive targets nor did the Compensation Committee adjust incentive funding as a result of Covid-19.
We received the Robert W. Campbell Award for 2020. The Campbell Award, which is among the most prestigious safety performance awards in all of U.S. industry, recognizes the efficacy of our risk management system and focus on risk reduction.
We sought a level competitive playing field by filing petitions seeking countervailing duties on phosphate imports from Morocco and Russia to the U.S. We alleged that competitors in those countries receive unfair government subsidies, such as below-market-value access to raw materials. In February 2021, the U.S. Department of Commerce issued final, affirmative duty determinations, and in March, the U.S. International Trade Commission affirmed that the subsidies caused injury to the U.S. phosphate market. The duties help to ensure the long-term viability of the U.S. phosphate industry—and a reliable supply of U.S. phosphate for American farmers.
We continued to reduce costs across the business. We realized an additional $115 million in transformation benefits in our Mosaic Fertilizantes business in Brazil, reduced phosphates fixed costs by $50 million and significantly lowered brine management and other costs in our potash business. Potash cash costs per tonne were $56, excluding brine management costs, down by 14 percent compared with 2019.
Our Esterhazy K3 potash mine ramped up quickly, with six four-rotor miners operating. We expect to transition all Esterhazy production to K3 by the end of the second quarter in 2022, leading to the elimination of brine management spending.
We received safety certifications for all tailings dams in Brazil to resolve a difficult situation related to rapidly changing dam regulation.
Our performance product portfolio and sales continued to grow. MicroEssentials® sales exceeded four million tonnes globally, including one million tonnes in Brazil, both new records, and, through a new partnership, we created Sus-Terra™ fertilizer, a bio-boosted phosphate crop nutrient.
Our phosphates business made a leap toward automation, opening our new NextGEN Integrated Operations Center. The center provides significant opportunity for efficiency and employee safety.
We strengthened our financial position, and we remain committed to further fortifying our balance sheet. Our total available liquidity was approximately $3.4 billion at the end of the year.
We have included additional information on these matters in our accompanying 2020 Annual Report.
30

2020 Financial Performance
20202019
Net Sales (in millions)$8,681.7 $8,906.3 
Net Income (Loss) (in millions)*$666.1 $(1,067.4)
Diluted Net Earnings (Loss) per Share*$1.75 $(2.78)
Operating Earnings (Loss) (in millions)*$412.9 $(1,094.9)
*2019 negative results included after-tax goodwill impairment write off of $509 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 external 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. Our executive officers and non-sales salaried employees globally participate in the same annual incentive plans. 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.
2020 compensation overview:
As in prior years, the majority of target total direct compensation for 2020 was “at risk” based on financial, operational and stock price performance.
Our short-term incentive plan for our corporate employees, including our executive officers, paid out at 159.96% of target, reflecting our ability to navigate challenging market conditions and the transformation efforts undertaken throughout the year to lower our cost structure. The Company did not adjust its incentive targets nor did the Compensation Committee use positive discretion in finding incentive payouts as a result of Covid-19.
Our long-term incentive awards granted in 2020 for the 3-year performance period ending February 2023 consisted of one-quarter time-based RSUs and three-quarters TSR performance units at target to emphasize strategic imperative.
RSUs granted in 2020 to our executive officers will vest on the third anniversary of the grant date.
TSR performance unit awards granted in 2020 to our executive officers:
are two-thirds stock settled and one-third cash settled awards;
require positive adjusted net earnings over the three-year performance period and 10% TSR growth over the three-year performance period to earn target awards; and
require an additional one-year holding period on the stock settled portion of the award.
TSR performance unit awards granted in 2017 for the 2017 - 2020 performance period which ended in early 2020, did not pay out for Named Executive Officers and were forfeited because our cumulative net earnings during the performance period did not meet the threshold for vesting and payment as a result of significant non-cash write offs.
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 2020 compensation practices and policies are presented below.
What We Do
üA majority of target total direct compensation is at-risk and tied to performance.
üWe maintain an appropriate balance between short-term and long-term compensation to discourage excessive risk taking and encourage prudent decision making.
üThe Compensation Committee may exercise negative discretion to reduce (but not increase) executive officer short-term incentive payouts.
üWe have adopted a clawback policy that is applicable to annual and long-term incentives.
üExecutive change-in-control agreements and long-term incentive awards require double trigger vesting in the event of a change-in-control.
üWe 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.
üThe Compensation Committee engages an independent executive compensation consultant and has access to other independent advisors.
ü
We hold an annual say-on-pay vote.
What We Don’t Do
ûWe do not enter into executive employment agreements with lengthy terms, other than in unique circumstances where such agreements are deemed appropriate.
ûWe do not award uncapped incentives that could contribute to excessive risk taking.
ûWe do not provide tax gross-ups under our executive change-in-control agreements.
ûWe do not permit hedging or pledging of Mosaic stock.
ûWe do not reprice options under our stock plan.
ûWe do not pay dividends or dividend equivalents on unearned total stockholder return ("TSR") performance units or restricted stock units ("RSUs").
ûWe do not provide excessive perquisites for senior leaders; perquisites are limited to restoration provisions and those that require a specific business rationale.
2020 Stockholder Say-on-Pay Vote
We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2020 Annual Meeting, approximately 88% of the votes cast were in favor of our say-on-pay proposal. In response to the say-on-pay vote we initiated a stockholder engagement program as described below.
Stockholder Engagement
During 2020, we invited stockholders representing 51% of our outstanding shares to meet with members of our Board and senior leadership team and spoke with holders representing 23% of our outstanding shares (the remaining 28% did not require a meeting or did not respond to our invitation). We had the opportunity to discuss the Company’s executive compensation programs during these meetings and solicit feedback. In general, the outreach was well received by those stockholders and, although no specific concerns were raised, it provided a constructive dialogue. To the extent the Compensation Committee receives specific comments about executive compensation policies or practices, it will take them into consideration when making its decisions.
The outreach program is designed to maintain an ongoing relationship with investors to better understand their issues and perspectives on the Company, including compensation practices. We plan to continue the outreach program in years to come.
32

CEO Reported and Realizable Pay
Our Compensation Committee believes it is helpful to look at performance-based compensation from the perspective of what is actually realizable compared to reported. As shown in the table below, aggregate Realizable Pay for our CEO over the three-year periods ended December 31, 2018, 2019, and 2020 was 87%, 65% and 107%, respectively, of Reported Pay. The comparison helps to illustrate the effectiveness of performance-based compensation and is intended to supplement, rather than to replace, the information found in the Summary Compensation Table on page 47 for the applicable years.
Reported Pay vs. Realizable Pay: CEO
a2016-2020rp1a.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 2016 through 2020 for our CEO in each year, as reported in the applicable 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 the last trading days of December 31, 2018, 2019 and 2020 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, 2018, 2019 and 2020, respectively, to determine the estimated vesting percentage.
Executive Compensation Program
Compensation Philosophy and Program Objectives
Our executive compensation program aims to align with our stockholders’ interests by tying executive pay to the successful execution of our long-term strategic plan and achievement of our business objectives, as well as to support our ability to attract, retain and motivate key executives. Within this overall compensation philosophy, our Compensation Committee makes executive officer compensation decisions based on strategic progress, desired business direction, 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 market and other external factors, 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.
33

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.
Elements of Compensation
The elements of our executive compensation program for our executive officers include:
Compensation ElementPurposeKey Principles
FixedBase Salary
Provide a fixed level of competitive base pay to attract and retain talent.
Salaries are set based on responsibilities, experience, expertise, organizational impact and leadership competencies.
Salary levels should be competitive and generally approximate the 50th percentile of our peer group.
Variable Short-Term Incentives
Motivate short-term performance against specified financial and operational targets.      
Align performance objectives with the interests of our stockholders.
Target short-term incentives range from 75% to 135% of executive officer’s base salary, based on:
      – responsibilities of position
      – experience and expertise in that role
      – consideration of market data
Potential payouts range from 0% to 200% of target
Incentive measures reflect key financial and operational performance objectives that account for the impact of external factors, yet are within the control of management.
Common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Long-Term Compensation Incentives
Link management compensation to stock price performance to align with stockholder interests.
Long-term incentives compromise the majority of the executives’ total direct compensation.
Target award levels are based on:
      – responsibilities of position
      – individual contribution to business outcomes
      – company performance
      – consideration of market data
Potential payouts range from 0% to 200% of target number of units (not to exceed 400% of grant value)
Long-term incentives may be comprised of performance-based RSUs, stock options and/or time-based RSUs.
Off-cycle grants of time-based RSUs may be awarded for recruitment, retention or promotional purposes. No off-cycle RSUs were granted to Named Executive Officers in 2020.
34

Compensation ElementPurposeKey Principles
OtherBenefits and Perquisites
Provide competitive programs for wellness, health care, financial security and capital accumulation for retirement.
Provide limited perquisites to enable our executives to focus their attention on business strategies and to allow our executives to continue to participate in benefit programs on the same basis as other employees without regard to limits imposed by regulation or suppliers.
Executive officers may participate in the Mosaic 401(k) Plan and health and welfare plans generally made available to our employees.
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.
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.
2020 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.
2020 CEO PAY MIX2020 Other NEO Pay Mix
a2020_ceoxpayxmix2a.jpg
a2020_otherxneoxpayxmix2a.jpg
2020 Compensation Decisions
Setting 2020 Target Compensation
The tables in the sections below show the components of total direct compensation, assuming target performance, as set in March 2020 by our Compensation Committee for each non-CEO Named Executive Officer, and 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 responsibilities, experience, expertise, organizational impact and leadership competencies as well competitive positioning of each component for comparable roles within our peer group.
35

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. We did not increase our CEO’s salary for 2020 and all other Named Executive Officers received a 3% salary increase.
Base Salary (1)
2020% of Target Total Direct Compensation
James ("Joc") C. O'Rourke$1,220,000 11.3 %
Clint C. Freeland670,000 20.5 %
Corrine D. Ricard564,000 21.8 %
Richard N. McLellan587,000 22.1 %
Walter F. Precourt III557,000 21.6 %
(1) Effective April 1, 2020
Short-Term Incentive Program
Overview
Our Named Executive Officers are eligible to earn annual cash incentive compensation under our Short-Term Incentive Plan. Short-term incentive opportunities, which range from 75% to 135% of salary for our Named Executive Officers, were unchanged from 2019. 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. The Committee did not apply any discretion in 2020.
Target Short-Term IncentiveTarget Percentage2020
Target Payout
% of Target Total Direct Compensation
James ("Joc") C. O'Rourke135%$1,647,000 15.3%
Clint C. Freeland80%536,000 16.4%
Corrine D. Ricard75%423,000 16.4%
Richard N. McLellan80%469,600 17.7%
Walter F. Precourt III75%417,750 16.2%
2020 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.
36

Short-Term Incentive MeasureWeightPurpose and Structure
Incentive ROIC (1)
20%
Incentive 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.
Incentive ROIC target is generally determined using the prior year-end weighted average cost of capital (“WACC”). At the time the Compensation Committee set the Incentive ROIC metric at the beginning of 2020, it considered global market conditions for our key products, including anticipated potash selling price, phosphates stripping margin and Mosaic Fertilizantes distribution. 2020 target ROIC was set below our WACC reflecting those expected market conditions but above our 2019 actual ROIC performance.
The Compensation Committee reduced the weighting of incentive ROIC to 20% from 30% due to the increase of the weighting of Free Cash Flow.
Free Cash Flow (1)
30%
Focuses on our ability to generate cash and support our investment grade credit rating.
The Compensation Committee increased the weighting of free cash flow from 20% to 30% to reflect the priorities in the 2020 to 2025 long-term strategic plan.
Target goal is derived from budgeted enterprise operating earnings, cash flow from operations and planned capital expenditures and was higher than 2019 actual.
Incentive Controllable Operating Costs Per Tonne (1)
30%
Incentive 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.
Target costs for each tonne produced (excluding raw materials and other noncontrollable items) are based on prior year production tonnes and predetermined variable costs per tonne. The 2020 target required an improvement in cost per tonne compared to the prior year.
Safety Risk Reduction
10%
The safety and sustainability metric remained a risk reduction metric with a Management System Effectiveness assessment (MSeA) qualifier.
The risk reduction goals relate to the number of engineering, substitution and elimination controls implemented reducing risks identified in site risk registers.
Management system effectiveness (MSE) goals relate to the degree of improvement in the MSeA score.
Risk reduction and MSE improvement goals are set at the business unit level.
Premium Product Sales
10%
Focuses on achieving sales of our premium products, including MicroEssentials®, which we believe provide us with a competitive advantage with customers.
2020 target was 11% higher than actual 2019 sales volume.
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
37

2020 Measures and Performance Levels
The basic design of the short-term incentive plan for our Named Executive Officers applies to non-sales salaried employees globally. 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 2020 performance measures under the short-term incentive plan and expected payout at threshold, target and maximum performance levels.
The performance goals were set in March 2020 before Covid-19 became a global pandemic. Given that our business experienced minimal disruptions in 2020 as a result of the pandemic, the Committee did not reset the performance goals nor did it use discretion in determining payouts.
MeasureThresholdTargetMaximum
Performance
Level
Payout PercentagePerformance
Level
Payout
Percentage
Performance
Level
Payout
Percentage
Incentive ROIC (%)(1)
2.5%1%4.0%20%7.5%40%
Free Cash Flow ($ in millions)(1)
$—1%$10030%$30060%
Incentive Controllable Operating Costs Per Tonne (1)(2)
$93—%$8930%$8560%
Premium Product Sales (million tonnes)3.49—%3.810%4.220%
Safety - Risk Reduction630—%70510%95020%
Total Payout2%100%200%
Linear interpolation is applied when performance falls between threshold and target and target and maximum.
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
(2) Corporate performance on Incentive Controllable Operating Costs per Tonne is an average of the performance attained under the Phosphate, Potash and Mosaic Fertilizantes sub-plans.
2020 Short-Term Incentive Actual Payouts
The following table provides the results for each performance measure for 2020. As a result of our target performance on Incentive ROIC, and maximum performance on Free Cash Flow, Premium Product Sales and Risk Reduction, as partially offset by our below-threshold performance on Incentive Controllable Operating Costs Per Tonne, the Named Executive Officers received short-term incentive payouts at 159.96% of target. The actual payout amount for each Named Executive Officer is set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
Measure2020 Actual Performance2020 Actual Payout % of Target
Incentive ROIC (%)(1)
4.04 %20.21 %
Free Cash Flow ($ in millions)(1)
$571 60.00 %
Incentive Controllable Operating Costs Per Tonne(1)(2)
$84.96 43.10 %
Premium Product Sales (million tonnes)4.07 16.65 %
Safety - Risk Reduction1,010 20.00 %
Total Payout159.96 %
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
(2) Corporate performance on Incentive Controllable Operating Costs per Tonne is an average of the performance attained under the Phosphate, Potash and Mosaic Fertilizantes sub-plans.
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 target value of long-term incentive opportunities varies based on responsibilities of the position, individual contribution to business outcome, company performance and consideration of market data. The Compensation Committee approved an increase in the 2020 executive officer grants to reinforce strategic priorities and provide additional focus on increasing stockholder value. Commensurate with the change, the Compensation Committee increased the portion of the grants tied to TSR performance such that grants consisted of one-quarter RSUs and
38

three-quarters TSR performance units. Two-thirds of TSR performance units will be settled in shares of Common Stock and one-third will be 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.
Long-Term Incentive Target2020% of Target Total Direct Compensation
James ("Joc") C. O'Rourke$7,900,000 73.4 %
Clint C. Freeland (1)
2,066,667 63.1 %
Corrine D. Ricard (2)
1,600,000 61.8 %
Richard N. McLellan1,600,000 60.2 %
Walter F. Precourt III1,600,000 62.1 %
(1) Mr. Freeland’s long-term incentive target reflected progression in his role as well as the increase to long-term incentive awards provided to all executive officers.
(2) Ms. Ricard’s long-term incentive target reflected the expanded scope of her responsibilities as well as the increase to long-term incentive awards provided to all executive officers.
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 59, 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 2020 awards, TSR performance units will not be earned by executive officers if we do not achieve positive adjusted net earnings1. If positive adjusted net earnings are achieved, 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 by executive officers if we do not achieve positive adjusted 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 earned if TSR has increased by 100% and 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 following vesting.

1 Adjustments include: restructuring charges; non-cash write off of long-term assets; unrealized derivative gains and losses; merger, acquisition, divestiture or joint venture activity; changes to government regulations; significant legal settlements; natural disasters; and significant, non-routine business decisions.
39

The following table reflects TSR performance and potential pay out percentage. Performance between these points is interpolated on a straight-line basis.
TSR GrowthPayout as % of Target Performance Units
100%200%
10%100%
(40)%50%
<(40)%0%

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 0.7% 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 2015-2017, respectively, and the value actually realized relative to grant date fair value. For 2015 and 2016, the award mix was equally divided among options, TSR performance units and ROIC performance units and for 2017, it was divided between options (1/3) and TSR performance units (2/3).
James ("Joc") C. O'Rourke2015 Grant
Vested in 2018
2016 Grant
Vested in 2019
2017 Grant
Vested in 2020
3-Year Grant Total
Incentive AwardGrant ValueRealized ValueGrant ValueRealized ValueGrant ValueRealized ValueGrant ValueRealized Value
Stock Options$666,658 $— $1,499,996 $— $1,666,664 $— $3,833,318 $— 
Restricted Stock Units(1)
$1,000,019 $683,054 N/AN/AN/AN/A$1,000,019 $683,054 
TSR Performance Units$666,651 $184,920 $1,500,003 $1,824,784 $3,333,335 $— $5,499,989 $2,009,704 
ROIC Performance Units$666,685 $— $1,499,999 $— N/AN/A$2,166,684 $— 
3-Year TSR(39.5)%15.3%(40.4)%
Shares Vested66,34758,864125,211
% Grant Value Realized29%41%—%22%
(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 (1) to the Option Exercises and Stock Vested in 2020 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.
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.
40

Key Roles in Named Executive Officer Compensation Process
Compensation Committee (1)
Reviews and approves all aspects of our executive compensation program
Reviews and recommends to our independent directors the amount and mix of total target direct compensation awarded to our CEO
Annually sets the amount and mix of total direct compensation for the other Named Executive Officers
In making or changing its compensation decisions, the Compensation Committee considers:
our compensation philosophy and objectives
advice from its independent compensation consultant
recommendations by our CEO and Senior Vice President - Human Resources
internal and external factors including market data for other Named Executive Officers
Use of Compensation Consultant
The Compensation Committee has sole authority to retain or replace the independent compensation consultant. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to act as its independent compensation consultant again in 2020. 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 2020, FW Cook did not provide us with any services other than those in support of the Compensation Committee’s execution of its responsibilities.
CEO
Leads management in furnishing the advice and recommendations requested by Compensation Committee
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
Annually reviews with Compensation Committee compensation of each other executive officer and presents compensation recommendations to Compensation Committee
Human Resources
Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation Committee
Furnishes the Compensation Committee with market data and proxy analyses for market context and other information and analyses as requested
Assists the CEO with proposing pay packages for other Named Executive Officers
Independent Compensation Consultant
(FW Cook)
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
Annually review CEO Performance
Annually approve mix and amount of CEO total target direct compensation based on performance evaluation
Establish level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements
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 22.
Annual Executive Compensation Process
The Compensation Committee meets five times during the year to consider matters related to executive compensation. For the annual review of executive pay, the process begins in August and ends in March as follows:
August:
The Compensation Committee approves the peer group of companies to be used for benchmarking pay for executive officers.
FW Cook provides the Compensation Committee with an overview of trends, regulatory updates, and other significant items involving executive compensation.
December:
FW Cook provides the Compensation Committee with competitive executive compensation data as is described under “Benchmarking” below.
The Compensation Committee approves the design of the incentives for the coming year.
41

March:
FW Cook provides the Compensation Committee with a comparative analysis of pay and performance.
The Compensation Committee is provided with tally sheets, as described below, and the December benchmarking data to aid in their decision making.
The Compensation Committee reviews the performance of each non-CEO executive officer and approves incentive payouts and the pay and incentives for each non-CEO executive officer for the current year.
In executive session with FW Cook, the Compensation Committee reviews the performance of the CEO and recommends to the Board for approval incentive payouts and the base salary and target incentive opportunities for the CEO for the current year.
The Compensation Committee also meets in May to address other matters listed in its charter.
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.
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 and management, 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 2019 comparator group to create better balance between mining and specialty chemicals to reflect two sides of our core business: mining and conversion to finished goods, respectively. We added three mining companies, Alcoa Corporation, Freeport-McMoRan Inc. and Teck Resources Limited; and removed two specialty chemical companies, Ashland Inc. and Ingredion Corporation. We also removed Praxair, Inc. due to its acquisition by Linde plc; the combined size of the two companies greatly exceeded the top end of our size range and there were not compelling reasons to grant an exception.
2020 Mosaic Peer Group
Air Products & Chemicals Inc.Eastman Chemical CompanyNutrien Ltd.
Alcoa CorporationFMC CorporationOLIN Corporation
Barrick Gold CorporationFreeport-McMoRan Inc.PPG Industries Inc.
Celanese Corp.Huntsman CorporationTeck Resources Limited
CF Industries Holdings, Inc.Newmont Mining Corp.Westlake Chemicals Corporation
Chemours Company
42

The following data is based on each peer group member’s most recently completed fiscal year ending before August 2019, the time when we selected our peer group for 2020.
a2020peer-group1a.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 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, 2020 are presented below. As of that date, all Named Executive Officers were in compliance with the retention requirements.
a2020-ceoso1a.jpg
a2020-neoso1a.jpg
*Mr. Freeland has been with the Company for less than three years.
Other Executive Compensation Arrangements, Policies and Practices
Expatriate Arrangements
Ricard Expatriate Agreement. In 2019 we entered into an expatriate agreement with Ms. Ricard (the "Ricard Expatriate Agreement") in connection with her relocation to Mosaic's São Paulo, Brazil office, where she leads the Mosaic Fertilizantes operations. Benefits provided in 2020 to Ms. Ricard under the Ricard Expatriate Agreement included tax consultation and preparation assistance, settling in services, international banking fees, home finding
43

tour, shipment of personal belongings and storage, housing and furniture expenses, property management, travel and transportation expenses, language support, and immigration and other service fees. 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 2020 under this agreement are described in footnote 8 of the Summary Compensation Table on page 47.
McLellan Expatriate Agreement. In 2020 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 led our Mosaic Fertilizantes operations and the pre- and post-closing integration planning for the Brazil Acquisition. Mr. McLellan returned to the U.S. in December 2019. Benefits provided in 2020 included tax equalization payments, tax consultation and preparation assistance, settling in services, travel expenses and immigration and other service fees. He will continue to have benefits under the expatriate agreement due to trailing tax obligations. The benefits we provided in 2020 under this agreement are described in footnote 8 of the Summary Compensation Table on page 47.
Precourt Expatriate Agreement. In 2020 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 2020 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 compensationto Mr. Precourt. The benefits we provided in 2020 under this agreement are described in footnote 8 of the Summary Compensation Table on page 47. 2020 should be the final year that we have expat expenses for Mr. Precourt unless he exercises stock options. Tax return preparation will only be provided if he exercises a stock option where he was an expat for all or part of the vesting period.
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:
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; and
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 56.
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 55. No long-term incentive awards paid out to Named Executive Officers in 2020 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 52 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreements for Cargill International Retirement Plan Participants” on page 59.
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
44

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; and
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 generally limits to $1 million annually the federal income tax deduction that we may claim for compensation payable to certain current and former executive officers, but that deduction limitation historically did not apply to performance-based compensation that met certain requirements. As part of Tax Cuts and Jobs Act of 2017, Section 162(m) of the Code was amended, effective for taxable years beginning after December 31, 2017, to expand the scope of executive officers subject to the deduction limitation and also to eliminate the performance-based compensation exception, though the exception generally continues to be available on a “grandfathered” basis to compensation payable under a written binding contract in effect on November 2, 2017. Except for outstanding options, we do not have grandfathered awards.
Forfeiture of Incentive Awards for Misconduct ("Clawback")
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 2020 10-K Report.
Respectfully submitted,
Timothy S. Gitzel, Chair
Cheryl K. Beebe
Oscar P. Bernardes
Denise C. Johnson
David T. Seaton
Gretchen H. Watkins
45

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 Wall Street Reform and Consumer Protection Act. For 2020, our CEO’s annual total compensation of $12,788,259, as shown in the Summary Compensation Table on page 47, was estimated to be 501 times our median employee’s total compensation of $25,533, calculated in the same manner.
Our median employee is one of our Brazilian workers, which we identified using the 2020 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2020, 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 2020.
We have a total of 3,859 U.S. and 9,427 non-U.S. employees. In identifying our median employee, we included all employees employed on a full-time, part-time, temporary or seasonal basis, including those at our joint venture in Peru. As permitted under SEC regulations, we exempted our non-U.S. employees who are employed in Australia (one employee), China (156 employees), India (66 employees) and Paraguay (55 employees), and who in the aggregate, account for 278 employees, or less than 3% of our global workforce. Exempting these employees, we have a total of 13,008 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 47.
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 2020 granted a mix of one-quarter RSUs and three-quarters performance units for executive officers which ties performance to stock price and total stockholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable TSR 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 45; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 43; 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.
46

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 2020, 2019 and 2018 and should be read in conjunction with the Compensation Discussion and Analysis.
Summary Compensation Table
Name and Principal PositionFiscal 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'Rourke2020$1,220,000 $8,258,501 $2,634,500 $— $675,258 $12,788,259 
President and Chief Executive Officer20191,212,500 — 7,203,457 — 817,500 — 533,647 9,767,104 
20181,178,750 — 5,599,995 — 2,978,300 — 769,009 10,526,054 
Clint C. Freeland (9)
2020665,000 2,160,465 851,000 — 192,978 3,869,443 
Senior Vice President and Chief Financial Officer2019643,750 — 1,565,937 — 257,200 — 62,890 2,529,777 
2018362,216 — 1,500,003 — 542,300 — 296,065 2,700,584 
Corrine D. Ricard (10)
2020561,667 1,672,620 673,800 147,200 1,623,012 4,678,299 
Senior Vice President - Mosaic Fertilizantes2019501,682 250,000 2,798,374 — 187,900 81,400 383,114 4,202,470 
2018471,250 — 1,099,993 — 617,400 68,300 151,473 2,408,416 
Richard N. McLellan (11)
2020582,750 1,672,620 745,700 219,500 400,844 3,621,414 
Senior Vice President - Commercial2019565,000 — 1,252,798 — 225,700 146,900 2,190,157 4,380,555 
2018582,738 — 1,199,995 823,500 75,200 1,286,674 3,968,107 
Walter F. Precourt III2020553,000 1,672,620 — 663,400 — 314,952 3,203,972 
Senior Vice President - Strategy and Growth2019537,000 — 1,252,798 — 201,100 — 251,115 2,242,013 
2018492,500 — 1,199,995 — 645,200 — 416,560 2,754,255 
(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)Includes the cash bonus awarded to Ms. Ricard in recognition of her 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.
(4)Reflects the grant date fair value for each Named Executive Officer’s grants of RSUs and TSR performance units in the applicable fiscal year, and the stock-based retention award granted to Ms. Ricard in 2019, in each case determined in accordance with FASB ASC 718. Includes the value of any awards deferred under our non-qualified equity deferral plan. In accordance with SEC rules, the grant date fair value for performance units excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 22 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. TSR performance units granted in 2020 assumes target level performance against the specified goals. The table below shows the value of the TSR performance units granted in 2020 assuming that the highest level of performance will be achieved:
47

Name
Value of TSR Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($) (a)
James ("Joc") C. O'Rourke25,133,996
Clint C. Freeland6,575,176
Corrine D. Ricard5,090,456
Richard N. McLellan5,090,456
Walter F. Precourt III5,090,456
(a)    Assumes (i) the issuance of the maximum number of shares permitted to be issued, and (ii) that the 30-day trading average price of a share of our Common Stock plus dividends, or ending value, is at least $78.16 when the performance units vest. The number of shares actually issued is subject to reduction so that the ending value multiplied by the number of shares issued does not exceed $78.16 multiplied by the number of performance units awarded.
(5)Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined using the Black-Scholes model and in accordance with FASB ASC 718. The assumptions used in the valuation are discussed in note 22 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2020.
(6)Reflects awards under our Short-Term Incentive Plan. We have included additional information about our Short-Term Incentive Plan, including the performance measures for 2020 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 36, in our Compensation Discussion and Analysis.
(7)Includes the aggregate increase in the actuarial value of pension benefits for 2020, 2019 and 2018 under Cargill’s U.S. salaried employees’ pension plan for Ms. Ricard and Mr. McLellan, and under Cargill’s international employees’ pension plan for Mr. McLellan.
For Ms. Ricard and Mr. McLellan, also includes the increases in the amount of the benefit under a supplemental agreement that we entered into with each of them in fiscal 2013. This agreement was part of arrangements intended to place certain of our employees, including Ms. Ricard and Mr. McLellan, who participated in Cargill’s international retirement plan, in a position which, together with their benefits under Cargill’s international retirement plan, is comparable to that of our employees who are participants in Cargill’s U.S. salaried employees pension plans. We have discussed the benefits under Cargill’s U.S. salaried employees pension plan, international retirement plan and Ms. Ricard and Mr. McLellan’s supplemental agreements, including the plan measurement dates, methodology and assumptions used in determining the amounts in this column, in additional detail under “Pension Benefits” on page 52 and “Potential Payments upon Termination or Change-in-Control – Supplemental Agreements for Cargill International Retirement Plan Participants” on page 59.
No non-qualified deferred compensation earnings are reflected in this column because our deferred compensation arrangements do not offer above-market earnings.
(8)2019 All Other Compensation for Mr. McLellan has been reduced by $680,853 to correct an overstatement in the amount reported in last year’s proxy statement for taxes we paid on Mr. McLellan’s behalf.
The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2020:
James ("Joc") C. O'RourkeClint C. FreelandCorrine D. RicardRichard N. McLellanWalter F. Precourt III
Executive Physical Program$— $— $2,438 $5,346 $2,303 
Executive Financial and Tax Planning— — 11,380 — 12,000 
Matching Charitable Contributions— — 1,008 — — 
Life and Disability Premiums15,820 12,042 12,336 14,499 11,803 
Relocation Expenses33,595 5,000 — — — 
Spousal Travel (a)
3,517 — — — — 
Tax Reimbursements (b)
— — 47,688 52,456 1,642 
Company Contributions to Defined Contribution Plans (c)
622,326 175,936 165,464 235,238 170,569 
Expatriate Expenses (d)
— — 1,382,698 93,305 116,635 
Total$675,258 $192,978 $1,623,012 $400,844 $314,952 
(a)Reflects amounts under our travel policy for flights by Mr. O’Rourke’s spouse to accompany him on business trips related to site visits and industry conferences.
48

(b)This amount represents tax reimbursements on relocation expenses, under our travel policy and under expatriate arrangements, which are described in footnote (d) below.
(c)Reflects our contributions for Named Executive Officers to the Mosaic 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic 401(k) Plan that exceed limitations for tax-qualified plans under the Code that are contributed to the Mosaic Non-Qualified Deferred Compensation Plan. We have included additional information the Mosaic Non-Qualified Deferred Compensation Plan under “Non-Qualified Deferred Compensation” on page 55.
(d)Includes the following expatriate benefits:
For Ms. Ricard, $1,150,941 in taxes paid on her behalf; and $231,757 of miscellaneous expenses related to her assignment (tax consultation and preparation assistance, settling in services, international banking fees, home finding tour, shipment of personal belongings and storage, housing and furniture expenses, property management, travel and transportation expenses, language support, and immigration and other service fees). We also made $47,688 of tax reimbursements under Ms. Ricard’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above.
For Mr. McLellan, $45,242 in taxes paid on Mr. McLellan’s behalf; and $48,063 of miscellaneous expenses related to his assignment (tax equalization payments, tax consultation and preparation assistance, settling in services, travel expenses and immigration and other service fees). We also made $52,456 of tax reimbursements under Mr. McLellan’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above.
For Mr. Precourt, $100,835 in taxes paid on Mr. Precourt’s behalf; and $15,800 of miscellaneous expenses related to his assignment (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). We also made $1,642 of tax reimbursements under Mr. Precourt’s expatriate arrangement for taxes on amounts we reimbursed that are taxable compensation to Mr. Precourt. In accordance with applicable SEC rules, the tax reimbursement is included in the “Tax Reimbursements” row in the table above.
(9)Mr. Freeland joined Mosaic on June 4, 2018, as our Senior Vice President and Chief Financial Officer.
(10)Ms. Ricard served as Mosaic’s Senior Vice President - Commercial until November 15, 2019 and then transitioned to Senior Vice President - Mosaic Fertilizantes.
(11)    Mr. McLellan was our Senior Vice President - Mosaic Fertilizantes until November 15, 2019, when he became our Senior Vice President - Commercial.
49


Grants of Plan-Based Awards
The following table provides information about our awards under our Short-Term Incentive Plan, and our grants of RSUs and TSR performance units to each of our Named Executive Officers for 2020. We did not grant any other award under any equity or non-equity incentive plan in 2020 that would be paid out in a future fiscal year.
NameGrant
Date
Approval
Date 
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
All Other Stock Awards: Number of Shares of Stock or Units
(#) (3)
Grant Date Fair Value of Stock and Option Awards ($) (4)
Threshold
($)
Target
($)
Maximum
($)
Thres-hold
(#)
Target
(#)
Maxi-mum
(#)
James (“Joc”) C. O’Rourke— — $24,400 $1,647,000 $3,294,000 — — — — $— 
3/5/20203/5/2020— — — — — — 121,989 1,975,002 
3/5/20203/5/2020— — — 165,967 331,933 663,866 — 3,950,003 
3/5/20203/5/2020— — — 82,984 165,967 331,934 — 2,333,496 
Clint C. Freeland— — 13,400 536,000 1,072,000 — — — — — 
3/5/20203/4/2020— — — — — — 31,913 516,671 
3/5/20203/4/2020— — — 43,418 86,835 173,670 — 1,033,337 
3/5/20203/4/2020— — — 21,709 43,418 86,836 — 610,457 
Corrine D. Ricard— — 11,280 423,000 846,000 —  —  —  — —  
3/5/20203/4/2020 —   —   —  —  —  —  24,707 400,006 
3/5/20203/4/2020— — — 33,614 67,227 134,454 — 800,001 
3/5/20203/4/2020 —   —   —  16,807 33,614 67,228 — 472,613 
Richard N. McLellan— — 11,740 469,600 939,200 —  —  —  — — 
3/5/20203/4/2020— — — —  —  —  24,707 400,006 
3/5/20203/4/2020— — — 33,614 67,227 134,454 — 800,001 
3/5/20203/4/2020— — — 16,807 33,614 67,228 — 472,613 
Walter F. Precourt III
— — 11,140 417,750 835,500 —  —  —  — —  
3/5/20203/4/2020—  —   —  —  —  —  24,707 400,006 
3/5/20203/4/2020— — — 33,614 67,227 134,454 — 800,001 
3/5/20203/4/2020—  —   —  16,807 33,614 67,228 — 472,613 
(1)Amounts in these columns represent potential payouts under the short-term incentive plan. Actual amounts paid are shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our Short-Term Incentive Plan, under “Short-Term Incentive Program” beginning on page 36 in our Compensation Discussion and Analysis.
(2)Amounts in these columns represent the potential number of performance units that may be earned and vested based on absolute TSR performance. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 38.
(3)Amounts in this column represent the number of RSUs awarded to each Named Executive Officer under our long-term incentive program as described beginning on page 38 in our Compensation Discussion and Analysis.
(4)Amounts in this column reflect the grant date fair value of the applicable award which was determined in accordance with FASB ASC 718. In accordance with SEC rules, the grant date fair value for TSR performance units excludes the effect of estimated forfeitures. The assumptions used in valuing these long-term incentives are described in note 22 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2020. The grant date fair market value of TSR performance units is determined using a Monte Carlo simulation model. The grant date fair value of the RSUs is equal to the closing price of a share of our Common Stock on the date of grant.
50

Outstanding Equity Awards at 2020 Fiscal Year-End
The following table summarizes the outstanding equity awards held by the Named Executive Officers as of December 31, 2020.
  Option AwardsStock Awards
NameNumber of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($) 
(1)
Option
Expiration
Date 
Number of
Shares or 
Units of Stock That Have Not
Vested
(#)
Market 
Value of
Shares or 
Units of
Stock That Have
Not Vested
($) 
(2)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James (“Joc”) C. O’Rourke16,150 70.62 7/21/202168,401 
(3)
$1,573,907 137,003 
(4)
$3,152,439 
(4)
27,681 57.62 7/19/202282,378 
(5)
1,895,518 96,639 
(6)
2,223,663 
(6)
29,987 54.03 7/18/2023121,989 
(7)
2,806,967 96,639 
(8)
2,223,663 
(8)
33,706 49.73 3/7/2024  663,866 
(9)
15,275,557 
(9)
37,306 50.43 3/5/2025  331,934 
(10)
7,637,801 
(10)
179,211 28.49 3/3/2026
168,180 30.42 3/2/2027
Clint C. Freeland— — — 54,625 
(11)
1,256,921 21,008 
(6)
483,394 
(6)
— — — 17,908 
(5)
412,063 21,008 
(8)
483,394 
(8)
— — — 31,913 
(7)
734,318 173,670 
(9)
3,996,147 
(9)
— — — 86,836 
(10)
1,998,096 
(10)
Corrine D. Ricard3,230 70.62 7/21/202113,436 
(3)
309,162 26,911 
(4)