DEF 14A 1 a2022proxystatement.htm DEF 14A 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 under §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 paid previously with preliminary materials
oFee computed on table in exhibit required by item 25(b) by Exchange Act Rules 14a6(i)(1) and 0-11


image37.jpg
  Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200
April 6, 2022

Dear Fellow Stockholder:
You are cordially invited to attend The Mosaic Company’s 2022 Annual Meeting of Stockholders on May 19, 2022, 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/MOS2022. 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,
image1a29.jpg
James (“Joc”) C. O’Rourke
President and Chief Executive Officer


1

image37.jpg
  Headquarter Offices:
101 East Kennedy Boulevard
Suite 2500
Tampa, FL 33602
Telephone (813) 775-4200

 
Notice of 2022 Annual Meeting of Stockholders
 


To Our Stockholders:
The 2022 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 19, 2022, at 10:00 a.m. Eastern Time (the “2022 Annual Meeting”). You will be able to attend the 2022 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available at www.virtualshareholdermeeting.com/MOS2022. The following matters will be considered and acted upon at the 2022 Annual Meeting:
1.
Election of eleven 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, 2022;
3.
An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;
4.A Stockholder Proposal to reduce the ownership threshold to call a special meeting; and
5.
Any other business that may properly come before the 2022 Annual Meeting of Stockholders or any adjournment or postponement thereof.
In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 24, 2022 are entitled to receive notice of, and to vote at, the 2022 Annual Meeting of Stockholders.
By Order of the Board of Directors
image3a03.jpg
Mark J. Isaacson
Senior Vice President, General Counsel and Corporate Secretary
April 6, 2022




Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 19, 2022:
Our Proxy Statement and 2021 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 2022 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 2021 Annual Report carefully before voting.
The 2022 Annual Meeting of Stockholders
Date:  May 19, 2022
Time:10:00 a.m. Eastern Time
Virtual Meeting:  www.virtualshareholdermeeting.com/MOS2022
Record Date:  March 24, 2022
Where to Find Information
Corporate website:  www.mosaicco.com
Investor website:  www.mosaicco.com/investors
2021 Annual Report:  www.mosaicco.com/proxymaterials
Voting Matters and Board of Director Recommendations
Proposal Board Recommendation   Page
Election of Eleven Directors
FOR each director nominee
11
Ratification of KPMG LLP as our independent registered public accounting firm FOR  68
Say-on-Pay Advisory Proposal FOR  69
Stockholder Proposal to reduce the ownership threshold to call a special meeting
AGAINST70
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.
mosaicsstrategicpriorities.jpg
3

Business Developments during 2021
During the second quarter of 2021, due to increased brine inflows, we made the decision to accelerate the timing of the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine and began the transition to the K3 mine shaft. We also resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy. In December, the K3 shaft became fully operational.
In August 2021 we entered into a new, unsecured five-year credit facility of up to $2.5 billion, with a maturity date of August 19, 2026, which replaces our prior $2.2 billion line of credit. This increase in size provides additional security and flexibility and reflects the growth in our business.
We prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty, in August 2021.
During the third quarter of 2021, our Board of Directors approved a new $1 billion share repurchase authorization. During 2021, we repurchased 11,200,371 shares of our Common Stock at an average price of $36.69 per share, for a total purchase price of approximately $410.9 million, including 8,544,144 shares purchased (“Vale Stock Repurchase”) in an underwritten secondary offering by Vale S.A. (“Vale”), when Vale divested its interest in Mosaic (“Vale Stock Sale”). The Vale Stock Sale is described in greater detail under “Certain Relationships and Related Transactions.”
In the fourth quarter of 2021, our Board of Directors approved a 50% increase in our annual dividend, to $0.45 per share of Common Stock, beginning in 2022.
In 2020, we filed petitions with the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“ITC”) that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia. The purpose of the petitions was to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition. During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments and the ITC made final affirmative determinations that the U.S. phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia. As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.
In response to Covid-19, we continued to implement measures in 2021 that were intended to protect the immediate health and safety of our employees, including working remotely and alternating work schedules, in order to minimize the number of employees at a single location. Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers. At this time, we have experienced limited adverse financial or operational impacts related to Covid-19.
We have included additional information on these matters in our accompanying 2021 Annual Report.
2021 Financial Performance
20212020
Net Sales (in millions)$12,357.4 $8,681.7 
Net Income (in millions)$1,630.6 $666.1 
Diluted Net Earnings per Share$4.27 $1.75 
Operating Earnings (in millions)$2,468.5 $412.9 
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.  92% 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 had declined compensation for his services as a director prior to the Vale Stock Sale as described in footnote (4) to the Director Stock Ownership Guidelines table on page 19.
Succession Planning.  The Board, in coordination with the Corporate Governance and Nominating Committee, conducts a rigorous annual review of succession planning for our Chief Executive Officer (“CEO”) and, in coordination with 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.
Stockholder Engagement
During 2021, we invited the top 20 stockholders (excluding Vale) representing 39% of our outstanding shares at the time of the invitation to meet with members of our senior leadership team and spoke with five stockholders, representing 10% of our outstanding shares (the remaining 15 invited stockholders did not require a meeting or did not respond to our invitation). In general, our outreach was well received by those stockholders and, although they raised no specific concerns, we engaged in a constructive dialogue.
We established our outreach program to maintain an ongoing relationship with investors and to better understand their issues and perspectives on the Company. We plan to continue the outreach program in years to come.
5

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 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”).
Name and TitleAgeDirector SinceIndependentCommittee Memberships
ACCCCGNEHSS
Nominees for Election as Director
Cheryl K. Beebe662019X£¤
Retired, Executive Vice President and Chief Financial Officer
Ingredion Incorporated
Gregory L. Ebel582012X¤¤
Chairman
Enbridge, Inc.
Timothy S. Gitzel592013X¤£
President and Chief Executive Officer
Cameco Corporation
Denise C. Johnson552014X¤¤
Group President, Resource Industries
Caterpillar, Incorporated
Emery N. Koenig662010X¤£
Retired, Vice Chairman, Chief Risk Officer and Member of Corporate Leadership Team
Cargill Incorporated
James ("Joc") C. O'Rourke612015
President and Chief Executive Officer
The Mosaic Company
David T. Seaton602009*X¤¤
Former Chairman and Chief Executive Officer
Fluor Corporation
Steven M. Seibert662004X  ¤¤
Attorney
The Seibert Law Firm
Luciano Siani Pires522018X¤
Executive Vice President of Strategy and Business Development
Vale S.A.
Gretchen H. Watkins532020X¤¤
President, Shell USA, Inc.
Executive Vice President Global Shales
Kelvin R. Westbrook662016X£¤
President and Chief Executive Officer
KRW Advisors, LLC
* Mr. Seaton served as a director from April 2009 to May 2019 and then again beginning September 2019
AC:  Audit Committee
CC:  Compensation Committee
CGN:  Corporate Governance and Nominating Committee
EHSS:  Environmental, Health, Safety and Sustainable Development Committee
£:
  Committee Chair
¤:
  Committee Member
6

Director Nominee 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)
image2.jpg
chart-9514397bc61f4218958.jpg
Executive Compensation Overview
Our executive compensation program’s target total direct compensation includes traditional base salary, short-term incentives tied to financial, operational and strategic performance and long-term incentives linked to stock price performance. The majority of target total direct compensation for 2021 was “at risk” based on performance.
2021 CEO PAY MIX2021 Other NEO Pay Mix
image1.jpg
a2021_otherxneoxpayxmixx57.jpg
2021 Say-on-Pay
We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2021 Annual Meeting, approximately 93% of the votes cast were in favor of our say-on-pay proposal.
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 2021 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 provide appropriate balance between short- and long-term decision making, encourage prudent decision making, and discourage excessive risk taking.
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 or evergreen provisions.
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, 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_2025xtrgtsxgraphic2.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. It is the collective responsibility of our Board and management to monitor our ESG performance and progress toward companywide targets. Annual incentive compensation is tied to ESG progress, through environmental and sustainability projects and objectives and diversity and inclusion initiatives.
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.
8

2021 ESG Highlights
In 2021 we took actions to further improve our performance, activate and engage our employees, and demonstrate our commitment to our diverse stakeholders:
Announced intentions to achieve net-zero greenhouse gas emissions for our Florida operations by 2030 and companywide by 2040
Achieved year-over-year reductions of freshwater and greenhouse gas emissions per tonne of product
Engaged suppliers, service providers and contractors to capture insights about the performance of our supply chain with an ESG survey
Empowered farmers to reduce the impact of crop nutrients on the environment by facilitating the implementation of 4R Nutrient Stewardship on more than ten million acres in North America
Contributed to key agricultural outcomes with performance product sales representing more than 30% of total finished crop nutrient production
Advanced work with an internal global Diversity and Inclusion Task Force in 2021 and completed conscious inclusion training for 93% of our global salaried workforce below the senior leadership level. In early 2022, we formalized new global diversity and inclusion targets to drive improved representation and inclusion in our workforce and broader positive impact in communities
Progressed psychological wellness training with 17% of workforce trained globally
2021 ESG Recognition and Engagement
Named as one of Barron’s “100 Most Sustainable Companies”
Included in Bloomberg’s 2021 Gender Equality Index
Awarded multiple “Best Companies” awards in Brazil - among them, one in the Fertilizers category A Granja magazine and a “Companies of the Year” award in the industrial Minerals/Fertilizers category from Mineral Brazil
Earned a “B” Grade on CDP’s (formerly Carbon Disclosure Project) Climate Change questionnaire and an “A-” Grade on CDP Water
Frequently Asked Questions
We provide answers to many frequently asked questions about the 2022 Annual Meeting and voting, including how to vote shares held in employee benefit plans, in the Questions and Answers about the Annual Meeting and Voting section beginning on page 75.
9

TABLE OF CONTENTS
 
PagePage
Where to Find Information
Business Developments during 2021
PROPOSAL NO. 4 – STOCKHOLDER PROPOSAL TO REDUCE THE OWNERSHIP THRESHOLD TO CALL A SPECIAL MEETING
Mosaic Fertilizantes
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 2022 Annual Meeting of Stockholders to be held on May 19, 2022, and at any adjournment or postponement of the meeting (“2022 Annual Meeting”). The proxy materials are first being mailed or made available to stockholders on or about April 6, 2022.
For more information regarding the Company’s 2021 performance we have filed an annual report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2021 (the “2021 10-K Report”), which is available at www.sec.gov.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Our Board has nominated 11 directors for election at the 2022 Annual Meeting. Incumbent director, Oscar P. Bernardes, will retire from our Board upon the conclusion of the 2022 Annual Meeting. The director nominees, if elected, will serve until the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) or until their successors are elected and qualified. Each nominee was previously elected at Mosaic’s 2021 Annual Meeting of Stockholders (“2021 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

2022 Director Nominees
image18.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.
Age66Key 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 (Chair)
Corporate Governance and Nominating
Other Public Company Boards
CurrentPrior (Within the past five years)
Packaging Corporation of America
Goldman Sachs Asset Management (CEF-IF-ETF-Goldman Sachs Trust II)
Hanesbrands Inc.
Convergys Corporation



image21.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”) in early 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 and Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. 
Age58
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 organizations in the areas of strategic development and mergers and acquisitions at Spectra Energy and Duke Energy.
Risk Management - Executive experience in risk management and holds a Certificate in Cybersecurity Oversight issued by Carnegie Mellon University Software Engineering Institute.
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.
12



image22.jpg
Timothy S. Gitzel
Occupation and Experience
Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation (“Cameco”), 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.
Age59Key Skills and Qualifications
Director
Since
2013
Executive Leadership - Executive leadership experience in a multi-national company.
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



image23.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.
Age55
Director
Since
2014
Independent
Key Skills and Qualifications
Committees
Global Operational Leadership - Significant experience in leading complex global operations, labor negotiations and product development, improvement and launches.
Operational Excellence - Experience in lean manufacturing and supply chain management.
Strategic Business Planning - Experience in developing global leadership strategies to optimize core business value.
Compensation
EHSS



13

image24.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 Cargill’s 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.
Age66
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



image25.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.
Age61Key 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



14

image26.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 and served in such positions until May 2019. 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.
Age60Key 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


image27.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. 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.
Age66
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 our headquarters and 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


15

image28.jpg
Luciano Siani Pires
Occupation and Experience
On November 1, 2021, Mr. Siani Pires was elected Executive Vice President of Strategy and Business Development for Vale, S.A. (“Vale”), a global mining company. Prior to November 2021, Mr. Siani Pires held the position of Chief Financial Officer for Vale with oversight responsibility for finance (since July 2012), 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., the holding company of VLI Group, the second largest Brazilian logistics company which operates railways, ports and logistics terminals.
Age52
Director
Since
2018
Independent
Committees
EHSS

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



image29.jpg
Gretchen H. Watkins
Occupation and Experience
Ms. Watkins joined Shell USA, Inc., formerly Shell Oil Company, Inc., an energy and petrochemicals company and producer of new energies, natural gas, oil and other products, in May 2018 as President Shell USA and Executive Vice President Global Shales. From October 2016 until its sale to Total Energies in 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. From June 2008 to September 2013, Ms. Watkins held various corporate officer positions at Marathon Oil Company. Prior to this, Ms. Watkins held a number of executive level roles in three different continents with BP plc.
Age53
Director
Since
2020
Key Skills and Qualifications
Independent
Executive and Operational Leadership - Extensive global leadership experience, including as Chief Executive Officer and in other strategic and policy making leadership roles at various commodity businesses.
Business and Government Affairs - Executive experience in government and regulatory affairs in the U.S., particularly in the area of energy policy
Project Management and Delivery - Extensive experience in leading major international energy projects.
Risk Management - Executive experience in risk management.
Committees
Compensation
EHSS
Other Public Company Boards
CurrentPrior (Within the past five years)
NoneWS Atkins plc



16

image30a.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.
Age66Key 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 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 2023 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.
17

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; and
Commitment in advance of necessary time for Board and committee meetings.
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 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.
18

DIRECTOR STOCK OWNERSHIP GUIDELINES
We have stock ownership guidelines for non-employee directors in order to align their interests with the long-term interests of stockholders. These guidelines call for each director to acquire shares with a value of at least five times the annual base cash retainer within five years of becoming a director. Based on our current director compensation program, this amount would be $900,000 for our independent Chairman of the Board and $450,000 for each other non-employee director, other than Mr. Siani Pires as discussed in footnote (4) to the table below. For purposes of computing a director’s holdings under our stock ownership guidelines, RSUs (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s stock ownership at March 24, 2022 in relation to the ownership guidelines: 
Non-Employee DirectorShares Included Under
Guidelines
Value (1) in
Excess of
Guidelines ($)
Market Value of Shares (2)
Shares (#)
Value ($) (1)
($)
Cheryl K. Beebe (3)
48,728 $964,782 $514,782 $3,037,171 
Oscar P. Bernardes (3)
33,871 616,262 166,262 2,018,427 
Gregory L. Ebel106,444 2,712,875 1,812,875 6,788,773 
Timothy S. Gitzel61,448 1,543,929 1,093,929 3,909,381 
Denise C. Johnson51,029 1,256,801 806,801 3,194,951 
Emery N. Koenig68,149 2,030,476 1,580,476 4,368,869 
David T. Seaton47,454 1,343,176 893,176 2,949,813 
Steven M. Seibert55,777 1,474,697 1,024,697 3,520,521 
Luciano Siani Pires (3)(4)
13,465 235,165 — 822,840 
Gretchen H. Watkins (3)
17,855 310,004 — 920,209 
Kelvin R. Westbrook42,146 904,420 454,420 2,585,843 
(1) Under our stock ownership guidelines for non-employee directors, RSUs are valued at the date of grant and other shares are valued at their date of purchase.
(2) Reflects market value as of March 24, 2022 of shares owned beneficially and shares subject to RSU’s that have vested as of the date of this Proxy Statement.
(3) Director has not yet completed five years of service. Ms. Beebe, Mr. Bernardes, Mr. Siani Pires and Ms. Watkins will complete five years of service on May 23, 2024, May 10, 2023, January 8, 2023 and May 21, 2025, respectively, if they remain as directors of Mosaic.
(4) Mr. Siani Pires had declined compensation for his service on our Board in order that he may remain in compliance with Vale’s policies while he served as its director representative. As a result, our Board had waived Mr. Siani Pires’ compliance with the Company’s non-employee director stock ownership guidelines. Following the Vale Stock Sale on November 9, 2021, Mr. Siani Pires began to receive compensation for his service on our Board and is now subject to 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 45 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 New York Stock Exchange (“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.
19

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, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, David T. Seaton, Steven M. Seibert, Luciano Siani Pires, 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, is not independent because of his relationship with Mosaic.
Board Oversight of Risk
It is the role of management to operate the business, including managing the risks arising from our business, and the role of our Board to oversee management’s actions.
Management’s Enterprise Risk Management, or ERM, Committee assists us in achieving our business objectives by creating a systematic approach to anticipate, analyze and review material risks. The ERM Committee consists of a cross-functional team of our executives and senior leaders. The ERM Committee has the responsibility for establishing the context of our ERM process, as well as identifying, analyzing, evaluating and ensuring that appropriate protocols are in place to mitigate the risks.
Our Board is responsible for oversight of our management of enterprise risk. Our Board provides guidance with regard to our enterprise risk management practices; our strategy and related risks; and significant operating, financial, legal, regulatory, legislative and other risk-related matters relating to our business. As an integral part of the Board’s oversight of enterprise risk management, the Board has directed the ERM Committee to review its activities with the full Board on a periodic basis, and the Board monitors management’s processes, reviews management’s risk analyses and evaluates our ERM performance. In addition, regularly-scheduled meetings of our Board from time to time include an in-depth review of one or more significant enterprise risk focus topics.
Pursuant to their respective charters, each of the committees of our Board assists in the Board’s oversight of risk as follows:
In accordance with its charter and NYSE listing standards, our Audit Committee regularly reviews with management, our Vice President – Internal Audit, and our independent registered public accounting firm, the quality and adequacy of our system of internal accounting, financial, disclosure and operational controls, including policies, procedures and systems to assess, monitor and manage business risks, as well as compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and discusses with management and our Vice President – Internal Audit policies regarding risk assessment and risk management.
Our EHSS Committee oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our businesses; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs.
Our Corporate Governance and Nominating Committee oversees succession planning for our CEO and oversees, from a corporate governance perspective, the manner in which the Board and its committees review and assess enterprise risk.
Our Compensation Committee oversees risks related to our executive and employee compensation policies and practices, as well as succession planning for senior management other than our CEO.
Each of these Committees reports to the full Board on significant matters discussed at their respective meetings, including matters relating to risk oversight.
20

Committees of the Board of Directors
Our Board has four standing committees, with each of them 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. 
Audit Committee
Five 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, Gregory L. Ebel and David T. Seaton qualifies as an “audit committee financial expert” as the term is defined by the SEC.
Cheryl K. Beebe, Chair
Oscar P. Bernardes
Gregory L. Ebel
Timothy S. Gitzel
David T. Seaton
Meetings During 2021: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.

21

Compensation Committee
Five 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.
Oscar P. Bernardes
Denise C. Johnson
David T. Seaton
Gretchen H. Watkins
Meetings During 2021: Six
Key Responsibilities:
Assists the Board in oversight of compensation of our executives and employees and other significant human resource strategies and policies. This includes, among other matters, the principles, elements and proportions of total compensation to our CEO and other executive officers, the evaluation of our CEO’s performance and broad-based compensation, benefits and rewards and their alignment with our business and human resource strategies. The responsibilities of our Compensation Committee include, among others:
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.
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.
22

Compensation Committee
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.
Cheryl K. Beebe
Gregory L. Ebel
Emery N. Koenig
Steven M. Seibert
Meetings During 2021: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 2021: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 environmental and sustainability 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 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 or video conference contact with our executive officers and others regarding our business and affairs. Our full Board held five regular meetings and one special meeting during 2021. Each director was present for at least 92 percent of the aggregate number of meetings of the Board and committees of the Board of which such director was a member that occurred during 2021.
All directors and director nominees are expected to attend the annual meeting. Last year, all of our then-serving directors attended the 2021 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.
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 10,000 other employees in our last annual certification cycle, is requested annually to certify compliance with the Code of Ethics. A copy of our Code of Ethics is available on our website at www.mosaicco.com under the “Investors – Governance – Governance Documents” caption.
26

DIRECTOR COMPENSATION
Overview
Non-Employee Directors. The Corporate Governance and Nominating Committee reviews our director compensation program on an annual basis to ensure that it is competitive with market practices. Although matters of director compensation ultimately are the responsibility of the full Board, the Corporate Governance and Nominating Committee evaluates director compensation levels, makes recommendations regarding the structure of director compensation, and develops a director pay philosophy that is aligned with the interests of our stockholders. Although our director compensation program is reviewed annually, our Corporate Governance and Nominating Committee expects that, absent special circumstances, director compensation levels would be adjusted no more frequently than every two years.
As provided in our Corporate Governance Guidelines, our Corporate Governance and Nominating Committee, in making recommendations regarding director compensation, is guided by three goals:
Compensation should fairly pay directors for work required for a company of our size and scope;
Compensation should align directors’ interests with the long-term interests of stockholders; and
The structure of compensation should be simple, transparent and easy for our stockholders to understand.
In the course of conducting its review of director compensation, the Corporate Governance and Nominating Committee from time to time reviews various formal studies regarding director compensation practices at public companies, as well as a variety of other data sources. Our Corporate Governance and Nominating Committee also has the sole authority to select, retain and terminate an independent compensation consultant and to approve the consultant’s fees and other retention terms.
As discussed in footnote (6) to the 2021 Non-Employee Director Compensation Table beginning on page 28, prior to the Vale Stock Sale, Mr. Siani Pires had declined compensation for his service on the Board. Following such sale, Mr. Siani Pires has accepted and received the compensation approved for Mosaic’s non-employee directors, prorated to the date of the Vale Stock Sale.
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 2021, 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 50.
Director Compensation Policy
The director compensation policy provides for the following retainers for our non-employee directors:
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, which was increased to $24,000 effective May 20, 2021;
an annual cash retainer of $15,000 to the Chair of our Compensation Committee, which was increased to $20,000 effective May 20, 2021; 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, which was increased to $15,000 effective May 20, 2021.
The Board approved the May 20, 2021 increase upon the recommendation of the Corporate Governance and Nominating Committee following its annual review of our director compensation policy.
In addition, the director compensation policy 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 non-employee 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
27

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.
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 2021.
2021 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$104,703 $155,003 $— $259,706 
Oscar P. Bernardes90,000 155,003 2,749 247,752 
Nancy E. Cooper(5)
70,110 — 2,749 72,859 
Gregory L. Ebel180,000 259,993 4,549 444,542 
Timothy S. Gitzel108,063 155,003 2,749 265,815 
Denise C. Johnson90,000 155,003 2,749 247,752 
Emery N. Koenig103,063 155,003 2,749 260,815 
David T. Seaton90,000 155,003 2,749 247,752 
Steven M. Seibert90,000 155,003 2,749 247,752 
Luciano Siani Pires (6)
12,717 — — 12,717 
Gretchen H. Watkins90,000 155,003 — 245,003 
Kelvin R. Westbrook (7)
103,063 155,003 2,749 260,815 
 
(1)Reflects the aggregate amount of the cash retainers earned or paid for 2021.
(2)Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or FASB ASC 718. The assumptions used in our valuation of these awards are discussed in note 20 to our audited financial statements for 2021 included in the 2021 10-K Report.
28

(3)The following table shows the number of RSUs held at December 31, 2021 by each non-employee director who served during 2021:
DirectorRestricted Stock Units Held at
December 31, 2021 (#)
Vesting Date 
Gregory L. Ebel12,0265/21/2020
22,5115/20/2021
7,4395/19/2022
Nancy E. Cooper7,1695/21/2020
 13,4205/20/2021
Each of Cheryl K. Beebe, Oscar P. Bernardes, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Steven M. Seibert and Kelvin R. Westbrook7,1695/21/2020
13,4205/20/2021
4,4355/19/2022
David T. Seaton5,3315/21/2020
13,4205/20/2021
4,4355/19/2022
Gretchen H. Watkins13,4205/20/2021
4,4355/19/2022
Luciano Siani Pires(6)(6)
(4)Reflects dividend equivalent payments for 2021. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.
(5)Ms. Cooper retired from our Board effective as of the close of the 2021 Annual Meeting.
(6)Mr. Siani Pires had declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies while he served as its director representative. Following the Vale Stock Sale on November 9, 2021, Mr. Siani Pires has accepted compensation for his service on our Board. The Company issued an annual RSU award to Mr. Siani Pires on March 3, 2022, prorated from the date of the Vale Stock Sale. Such award will vest on May 19, 2022, the date of the 2022 Annual Meeting.
(7)Mr. Westbrook elected to defer twenty percent of his director fees earned or paid in cash pursuant to the Mosaic Non-Qualified Deferred Compensation Plan.
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 2021. Our Named Executive Officers were:
2021 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
Bruce M. BodineSenior Vice President - North America
Walter F. Precourt IIISenior Vice President - Strategy and Growth
Executive Summary
Business Developments during 2021
During the second quarter of 2021, due to increased brine inflows, we made the decision to accelerate the timing of the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine and began the transition to the K3 mine shaft. We also resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy. In December, the K3 shaft became fully operational.
We prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty, in August 2021.
In August 2021 we entered into a new, unsecured five-year credit facility of up to $2.5 billion, with a maturity date of August 19, 2026, which replaces our prior $2.2 billion line of credit. This increase in size provides additional security and flexibility and reflects the growth in our business.
We repurchased 11,200,371 shares of our Common Stock at an average price of $36.69 per share, for a total purchase price of approximately $410.9 million. This includes 8,544,144 shares we purchased in an underwritten secondary offering by Vale, when Vale divested its interest in Mosaic.
In the fourth quarter of 2021, our Board of Directors approved a 50% increase to our annual dividend to $0.45 per share beginning in 2022.
In 2020, we filed petitions with the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“ITC”) that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia. The purpose of the petitions was to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition. During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments and the ITC made final affirmative determinations that the U.S. phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia. As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.
In response to Covid-19, we continued to implement measures in 2021 that were intended to protect the immediate health and safety of our employees, including working remotely and alternating work schedules, in order to minimize the number of employees at a single location. Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers. At this time, we have experienced limited adverse financial or operational impacts related to Covid-19.
We have included additional information on these matters in our accompanying 2021 Annual Report.
30

2021 Financial Performance
20212020
Net Sales (in millions)$12,357.4 $8,681.7 
Net Income (in millions)$1,630.6 $666.1 
Diluted Net Earnings per Share$4.27 $1.75 
Operating Earnings (in millions)$2,468.5 $412.9 
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 short-term incentive plans with the same metrics except that starting in 2021 the executive officers are also measured on goals tied to the execution of our six global strategic priorities, which are discussed in “Executing our Strategy” on page 3. 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, operational and strategic performance and long-term incentives linked to stock price performance.
2021 compensation overview:
As in prior years, the majority of target total direct compensation for 2021 was “at risk” based on financial, operational and stock price performance.
We made the following changes to our short-term incentive plan to create greater alignment with our six global strategic priorities:
increased focus on adjusted operating earnings and free cash flow,
implemented an ESG scorecard, and
for the Company’s executive officers, included strategic goals focused on leading indicators of future financial performance.
Financial metrics continued to be the primary focus of our short-term incentive plans with a 65% weighting. A 15% weighting was given to ESG performance, and 20% to strategic goals.
Our short-term incentive plan for our Named Executive Officers paid out at payouts ranging from 153.70% to 156.20% of target, based upon the Company’s strong earnings and cash flow, our cost-structure transformation in North America and Mosaic Fertilizantes, successful investments like our new Esterhazy K3 mine, robust ESG achievements in the areas of risk reduction and diversity and inclusion, and the Named Executive Officers performance on their individual strategic goals.
Long-term incentive awards granted to Named Executive Officers in 2021 for the 3-year performance period ending February 2024 consisted of one-third time-based RSUs and two-thirds TSR performance units.
RSUs granted in 2021 to our Named Executive Officers will vest on the third anniversary of the grant date.
TSR performance unit awards granted in 2021 to our Named Executive Officers:
are one-half stock settled and one-half cash settled;
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 2018 for the 2018 - 2021 performance period which ended in March 2021, paid out at 101.12% of target.
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 2021 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 provide appropriate balance between short- and long-term decision making, encourage prudent decision making, and discourage excessive risk taking.
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 or evergreen provisions.
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 TSR performance units or RSUs.
ûWe do not provide excessive perquisites for senior leaders; perquisites are limited to restoration provisions and those that require a specific business rationale.
32

CEO Three-Year Reported versus Realized Pay: Short-Term Incentives and Long-Term Incentives
Our Compensation Committee believes it is helpful to look at performance-based compensation from the perspective of the value actually realized compared to the value that was reported. The first chart below shows target annual short-term incentive opportunity for our CEO, as reported, compared to actual payouts for the periods ended December 31, 2019, 2020, and 2021. The second chart provides the grant date fair value of long-term incentive awards granted to our CEO during the three-fiscal years from 2016-2018, respectively, compared with the value actually realized on the vest date of each award. This comparison helps to illustrate the sensitivity to performance of our incentive compensation and is intended to supplement, rather than to replace, the information found in the Summary Compensation Table on page 50 for the applicable years.
chart-dda8a587a8f6468993b.jpg
(a) For each year shown above, Reported Pay includes the target short-term incentive award as reported for our CEO in each applicable Grants of Plan-Based Awards Table.
(b) For each year shown above, Realized Pay includes the actual short-term incentive award earned based on that year’s performance, as reported for our CEO in each applicable Summary Compensation Table.
chart-0818f2f965f34765ba3.jpg
(a) For each year shown above, Reported Pay includes grant date fair value of long-term incentive awards granted in 2016, 2017 and 2018 as reported for our CEO in each applicable Summary Compensation Table.
(b) For each year shown above, Realized Pay includes the actual value of long-term incentive awards received for 2016 awards that vested in 2019, 2017 awards that vested in 2020 and 2018 awards that vested in 2021.
33

2021 Stockholder Say-on-Pay Vote
We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2021 Annual Meeting, approximately 93% of the votes cast were in favor of our say-on-pay proposal.
Stockholder Engagement
During 2021, we invited the top 20 stockholders (excluding Vale) representing 39% of our outstanding shares at the time of the invitation to meet with members of our senior leadership team and spoke with five stockholders, representing 10% of our outstanding shares (the remaining 15 invited stockholders did not require a meeting or did not respond to our invitation). In general, our outreach was well received by those stockholders and, although they raised no specific concerns, we engaged in a constructive dialogue. To the extent the Company receives specific comments about executive compensation policies or practices, the Compensation Committee 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.
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. During 2021, the Compensation Committee approved an updated executive compensation philosophy following consultation with its independent compensation consultants.
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;
market prices for end-customer products which have an impact on the demand and/or affordability of a company’s products/services;
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.
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. Starting in 2021, in addition to corporate financial metrics which comprise 65% of their target short-term incentive, executive officers have 20% of their target short-term incentive tied specifically to individual goals related to our six strategic priorities as well as 15% tied to a scorecard of our ESG progress. Program elements are designed to work in concert to meet Mosaic’s business and executive talent objectives in a way that align with the interests of our stockholders. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
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 costs in the same manner as other business expenses.
34

Elements of Compensation
The elements of our executive compensation program for our Named 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, operational and strategic targets      
Align performance objectives with the interests of our stockholders
Align with Mosaic’s six global strategic priorities
Target short-term incentives range from 75% to 140% of Named Executive Officers’ 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
Target incentive values are set to achieve target total cash compensation which is competitive and generally approximates the 50th percentile of our peer group.
Incentive measures reflect key financial and operational performance objectives that account for the impact of external factors, yet are within the control of management. Strategic execution and ESG progress are included to provide specific focus in those areas.
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
Payouts of performance-based awards are subject to an earnings threshold
Long-term incentives comprise the majority of the Named Executive Officers’ total direct compensation at target.
Target award levels are based on:
      – responsibilities of position
      – individual contribution to business outcomes
      – company performance
      – consideration of market data
Long-term incentives may be comprised of performance units, time-based RSUs and/or stock options.
Target incentive values are set to achieve total direct compensation which is competitive and generally approximates the 50th percentile of our peer group.
Payouts can range from 0% to 200% of the target number of units (not to exceed 400% of the “Starting Value,” defined in the award agreement as the 30-day average stock price as of the date of grant).
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 2021.
35

Compensation ElementPurposeKey Principles
OtherBenefits and Perquisites
Provide limited perquisites to enable our Named Executive Officers to focus their attention on business strategies and to allow them to continue to participate in benefit programs on the same basis as other employees without regard to limits imposed by regulation or suppliers.
Provide competitive programs for wellness, health care, financial security and capital accumulation for retirement.
Named Executive Officers may participate in the Mosaic 401(k) Plan and health and welfare plans generally made available to our employees.
Named 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.
Named Executive Officers are also offered financial and tax planning, life and disability insurance which restores coverage above supplier typical limits, and an executive physical exam program.
2021 Pay Mix
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.
2021 CEO PAY MIX2021 Other NEO Pay Mix
image1.jpg
a2021_otherxneoxpayxmixx57.jpg
2021 Compensation Decisions
Setting 2021 Target Compensation
The tables in the sections below show the components of total direct compensation, assuming target performance, as set in March 2021 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.
36

Base Salary
We provide base salary as a means to deliver a fixed amount of compensation to our Named Executive Officers. Our Compensation Committee reviews base salary levels in March and adjustments are made when appropriate and generally to maintain the Named Executive Officer's position with respect to market median. Moderate base salary increases were made in 2021 in the range of 1% to 3%.
Named Executive Officer
2021(1)
% of Target Total Direct Compensation
James ("Joc") C. O'Rourke$1,245,000 12.0 %
Clint C. Freeland690,000 23.5 %
Corrine D. Ricard581,000 23.1 %
Bruce M. Bodine574,000 22.0 %
Walter F. Precourt III574,000 22.9 %
(1) Effective April 1, 2021
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 ranged from 75% to 140% of base salary for our Named Executive Officers. 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 evaluated Named Executive Officer performance against their strategic goals, as discussed in the 2021 Short-Term Incentive Actual Payouts section on page 40, but did not otherwise apply any discretion in respect of 2021 incentives.
Named Executive OfficerTarget Opportunity as % of Base Salary2021
Target Payout
% of Target Total Direct Compensation
James ("Joc") C. O'Rourke140%$1,743,000 16.8%
Clint C. Freeland80%552,000 18.8%
Corrine D. Ricard75%435,750 17.3%
Bruce M. Bodine75%430,500 16.5%
Walter F. Precourt III75%430,500 17.2%
2021 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) produce strong, consistent cash flow and manage working capital, (4) deliver progress on our ESG scorecard, including risk reduction and diversity and inclusion, (5) make new capital investments that support our strategies, and (6) execute on the annual projects related to our six global strategic priorities. While the Named Executive Officers have individual goals, the rest of the short-term incentive measures are corporate goals.
37

Short-Term Incentive MeasureWeightPurpose and Structure
Adjusted Operating Earnings
(incentive version) (1)
15%
Adjusted Operating Earnings provides focus on the profitability of the business. It creates messaging around revenue growth, margin expansion, and control over overhead costs. Starting in 2021, Adjusted Operating Earnings replaced Incentive Return on Invested Capital.
Performance targets are tied to the annual budget.
Both target and actual performance are calculated before incentive expenses and part-year consolidated income from acquisitions made during the year. The Compensation Committee has approved eight guiding principles for other adjustments related to significant unplanned events which may occur during the year which are generally beyond the control of plan participants (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).
Period Free Cash Flow (1)
20%
Focuses on our ability to generate cash and support our investment grade credit rating.
Performance targets are tied to the annual budget and correspond to cash flow expectations communicated to investors. Targets are derived from budgeted enterprise operating earnings, cash flow from operations and sustaining capital expenditures, replacing certain non-cash items with related cash outlays (e.g., cash taxes vs. accounting taxes).
Cost Control
15%
Cost Control measures performance of production cost per tonne as well as global corporate overhead. The production cost per tonne performance of rock, potash, conversion, and blending, along with corporate selling, general, and administrative (“SG&A”) expenses, all factor into this measure based on actual production. Starting in 2021, Cost Control replaced Incentive Controllable Operating Costs per Tonne.
Performance targets are based on the annual budget and correspond to production costs shared with investors, where applicable. For incentive purposes, incentive-related expenses and mergers and acquisitions (“M&A“) expenses are excluded. Actual production is used for determining both target and actual performance.
Invested Capital5%
Invested Capital focuses attention on the effective management of our capital given our significant investments in property, plant and equipment, working capital and inventories, and large sustaining capital.
Performance targets are tied to the balance sheet projection based on our annual budget.
Actual performance measures 12-month average Invested Capital excluding cash on hand in excess of $500 million, expansion construction in progress, and assets related to mergers, acquisitions, and joint ventures consummated during the year.
Performance Product Sales
10%
Focuses on achieving sales of our premium products, including MicroEssentials®, which we believe provide us with a competitive advantage with customers.
Performance targets are based on the annual budget which generally exceeds the prior year actual performance.
ESG Scorecard Progress
Risk Reduction
Diversity & Inclusion
15%
The ESG Scorecard Progress measures our achievement on select portions of our 13 sustainability goals. For 2020 and prior years, this metric measured performance on risk reduction. Beginning in 2021, the metric was divided equally between the risk reduction measure and a new measure of diversity and inclusion progress.
Risk Reduction measures the number of risk reduction projects completed during the year with a Management System Effectiveness assessment (MSeA) qualifier. For 2021, a specific portion of the risk reduction projects were required to focus on environmental and sustainability risks. Risk reduction and MSeA improvement goals are set at the business unit level.
Diversity and inclusion measured the extent to which conscious inclusion training was completed across the organization to embed a diversity and inclusion mindset within our culture.
In future years, the specific programs measured using this metric may vary to include other of our 13 sustainability goals.
Strategic Goals
20%
Focuses on achieving key milestones of our six global strategic priorities.
Each Named Executive Officer has two to four specific individual goals which are reviewed and approved by the Compensation Committee and, with respect to the CEO, the Board of Directors in the first quarter of the year. All of the goals link directly to our six global strategic priorities. These goals are intended to be leading indicators of future financial and operational success of the company.
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
38

2021 Short-Term Performance Levels
The financial and operating metrics of the short-term incentive plan for our Named Executive Officers are the same as those which apply 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. In addition, our Named Executive Officers also have two to four individual strategic goals tied to the achievement of milestones related to our six global strategic priorities. The following table provides the 2021 performance measures under the short-term incentive plan and expected payout at threshold, target and maximum performance levels.
Short-Term Incentive MeasureThresholdTargetMaximum
Performance
Level
Payout
% of Target
Performance
Level
Payout
% of Target
Performance
Level
Payout
% of Target
Adjusted Operating Earnings (1) (millions)
$1,000—%$1,41815%$1,90030%
Invested Capital (millions)
$15,832—%$15,7075%$15,58210%
Period Free Cash Flow (1) (millions)
$675—%$1,03820%$1,50040%
Cost Control (2) (millions)
—%15%30%
North America Result (pre-SG&A)—%—%100%5%200%10%
Mosaic Fertilizantes Result (pre-SG&A)—%—%100%5%200%10%
Corporate SG&A (millions)
$332—%$3265%$31710%
Performance Product Sales (million tonnes)3.76—%4.0610%4.4720%
ESG Scorecard—%15%30%
Diversity & Inclusion (3)
45%—%63%7.5%78%15%
Safety & Sustainability (Risk Reduction) (4)
716—%8507.5%1,14015%
Strategic GoalsNot Achieved—%Achieved20%Exceptional40%
Corporate Sub-Plan Goals Total —%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) Cost control is measured 1/3 North America cost per tonne performance, 1/3 Mosaic Fertilizantes cost per tonne performance and 1/3 Corporate SG&A cost performance. North America cost per tonne measures rock, conversion and potash costs per tonne; Mosaic Fertilizantes cost per tonne measures rock, conversion, potash and blending costs per tonne; and Corporate SG&A measures global SG&A from all units.
(3) Senior leadership, including the Named Executive Officers, must achieve 100% diversity and inclusion goal completion in order to receive a payout. Payout is determined by average percent completion of diversity and inclusion training of our workforce below the senior leadership level (excluding our hourly employees).
(4) Risk reduction metric is based on the number of engineering, substitution or elimination controls implemented to reduce risks identified in site risk registers.
39

2021 Short-Term Incentive Actual Payouts
The following tables provide the results for each performance measure for 2021.
Corporate Performance Measures
(Weighted at 80% of Target Opportunity)
2021 Actual PerformancePerformance FactorMetric Weighting2021 Actual Payout % of Target
Adjusted Operating Earnings (1) (millions)
$2,884 200.00 %15.00 %30.00 %
Invested Capital (millions)
$15,496 200.00 %5.00 %10.00 %
Period Free Cash Flow (1) (millions)
$1,517 200.00 %20.00 %40.00 %
Cost Control (2) (millions)
58.00 %15.00 %8.74 %
North America Result (pre-SG&A)101 %100.00 %5.00 %4.98 %
Mosaic Fertilizantes Result (pre-SG&A)42 %25.00 %5.00 %1.27 %
Corporate SG&A (millions)
$329 50.00 %5.00 %2.49 %
Performance Product Sales (million tonnes)4.16 125.00 %10.00 %12.50 %
ESG Scorecard200.00 %15.00 %30.00 %
Diversity & Inclusion (3)
93 %200.00 %7.50 %15.00 %
Safety & Sustainability (Risk Reduction) (4)
1,178 200.00 %7.50 %15.00 %
Corporate Sub-Plan Goals Total 164.00 %80.00 %131.24 %
(1) Measures are subject to adjustment as described in Appendix A to this Proxy Statement.
(2) Cost control is measured as 1/3 North America cost per tonne performance, 1/3 Mosaic Fertilizantes cost per tonne performance and 1/3 Corporate SG&A cost performance. North America cost per tonne measures rock, conversion and potash costs per tonne; Mosaic Fertilizantes cost per tonne measures rock, conversion, potash and blending costs per tonne; and Corporate SG&A measures global SG&A from all units. The North America and Mosaic Fertilizantes results shown are a weighted average of the result on each cost control component.
(3) Senior leadership, including the Named Executive Officers, must achieve 100% diversity and inclusion goal completion in order to receive a payout. Payout is determined by average percent completion of diversity and inclusion training of our workforce below the senior leadership level (excluding our hourly employees).
(4) Risk reduction metric is based on the number of engineering, substitution or elimination controls implemented to reduce risks identified in site risk registers.
Strategic Goals
(Weighted at 20% of Target Opportunity)
2021 Actual Payout % of Target
James (“Joc”) C. O’RourkeNorth America business NextGen implementation and Esterhazy K3 progress, Brazil market objectives and Transformation 2.0, global Mosaic brand building, soil health investment, supply chain transformation progress, digital acceleration progress, diversity and inclusion progress, balance sheet and liquidity program improvements, and progress toward 2025 ESG goals.125%
Clint C. FreelandBalance sheet and liquidity program improvements; progress on IT transformation; progress on internal financial platform.118%
Corrine D. RicardBrazil market objectives; Transformation 2.0 and progress on long-term operating cost goals.125%
Bruce M. BodineTechnology and infrastructure transformation, NextGen implementation; Esterhazy K3; North America business transformation and progress on long-term operating cost goals.125%
Walter F. Precourt IIIProduct portfolio and business development objectives; facility portfolio optimization and capital management objectives.113%
40

As a result of maximum performance on Adjusted Operating Earnings, Invested Capital, Free Cash Flow and ESG Scorecard progress, as well as above target performance on Performance Product Sales and their individual strategic goals, the Named Executive Officers received short-term incentive payouts ranging from 153.70% to 156.20% of target. The actual payout amount for each Named Executive Officer is set forth below and in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
Named Executive Officer2021 Eligible Earnings2021 Target Opportunity % of Base SalaryCorporate Group Goals Attainment (80% wtg.)Strategic Goal Attainment (20% wtg.)Total Payout %2021 Actual Payout
James ("Joc") C. O'Rourke$1,238,750 140%164%125%156.20 %$2,708,899 
Clint C. Freeland685,000 80%164%118%154.87 %848,688 
Corrine D. Ricard576,750 75%164%125%156.20 %675,663 
Bruce M. Bodine567,250 75%164%125%156.20 %664,533 
Walter F. Precourt III569,750 75%164%113%153.70 %656,779 
Long-Term Incentive Program
Overview
Long-term incentive awards are generally made 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. In 2021, the awards consisted of one-third RSUs and two-thirds TSR performance units. One-half of the TSR performance units awarded to our Named Executive Officers will be settled in shares of Common Stock and one-half will be settled in cash. The Compensation Committee believes this combination effectively aligns the interests of Named Executive Officers 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.
Named Executive Officer2021% of Target Total Direct Compensation
James ("Joc") C. O'Rourke$7,400,000 71.2 %
Clint C. Freeland1,700,000 57.8 %
Corrine D. Ricard1,500,000 59.6 %
Bruce M. Bodine1,600,000 61.4 %
Walter F. Precourt III1,500,000 59.9 %
RSUs and TSR performance units vest after continued employment through the specified vesting and performance period, respectively, which is generally three years. For the 2021 TSR performance units, there is an additional one-year holding period on the stock-settled portion of the award. 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 62, 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. Awards will 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).
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
41

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. Awards will 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).
For awards granted in 2021, TSR performance units will not be earned by Named Executive Officers if the Company does not achieve cumulative positive adjusted net earnings1 over the three fiscal periods completed within the performance period. If positive adjusted net earnings are achieved, a target payout requires TSR growth 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 the Starting Value as defined in the award agreement, 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 target number of units granted. Conversely, if TSR has declined by 20%, then just 70% of the target number of units granted 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 the number of shares of Common Stock issued is limited to 200% the number of performance units awarded on the grant date; the maximum value of shares issued or cash paid is limited to 400% of the Starting Value as defined in the award agreement. Also, the portion of the award that settles in shares is subject to a one-year holding period following vesting.

The following table reflects the range of TSR performance and corresponding pay out as a percentage of target performance units. 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. Our three-year average annual dilution rate from stock-based incentives is 0.46%. Our three-year average burn rate (defined as the number of option shares plus two times the number of units granted, divided by the total number of shares outstanding as of December 31, 2021) is 0.93%, which is in line with the average burn rate for companies within the basic materials industry.
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.
42

Executive Compensation Governance
As described in the table below, we have well-defined roles and responsibilities for the development, approval and management of our executive compensation program. Specific tasks or participation by various parties in the governance process is summarized by role.
Key Roles in Named Executive Officer Compensation Process
Compensation Committee (1)
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
In considering its compensation decisions, the Compensation Committee engages an independent compensation consultant as discussed below.
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
The Compensation Committee has sole authority to retain or replace the independent compensation consultant. Until July 2021, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to act as its independent compensation consultant. Starting in August 2021, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to act as its independent compensation consultant. The Compensation Committee assessed both consultants’ independence pursuant to the listing standards of the NYSE and concluded the engagement did not raise any conflict of interest. In 2021, neither FW Cook nor Pay Governance provided us with any services other than those in support of the Compensation Committee’s execution of their responsibilities.
The independent compensation consultant has been retained to provide 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
meets independently with the Compensation Committee Chair as requested by the 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 environmental, health and safety measures.
(1) Additional information about the Compensation Committee’s key responsibilities is provided under Committees of the Board of Directors - Compensation Committee on page 22.
43

Annual Executive Compensation Process
The Compensation Committee generally 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.
The independent compensation consultant provides the Compensation Committee with an overview of trends, regulatory updates, and other significant items involving executive compensation.
December:
The independent compensation consultant 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.
March:
The independent compensation consultant 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 the independent compensation consultant, 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 Committee has a second meeting in March to consider and recommend to the Board inclusion of the CD&A in the proxy statement and approve its compensation risk analysis.
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 data from general industry surveys prepared by Willis Towers Watson PLC and Mercer Inc. 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.
The peer group below has been in place since 2020.
2021 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
44

The following data is based on each peer group member’s most recently completed fiscal year ending before August 2020, the time when we selected our peer group for 2021.
image3a.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. During the 2021 review the Compensation Committee revised the stock ownership guidelines to include the estimated after-tax value of unvested restricted stock units in addition to shares held outright and/or shares deferred under Mosaic’s plans. However, the shares underlying TSR performance units are not included, nor have ever been included, for stock ownership guideline purposes.
Ownership levels as of December 31, 2021 are presented below. As of that date, all Named Executive Officers were in compliance with their ownership guidelines or with the retention requirement, as applicable.
image.jpg
image4.jpg
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
45

Mosaic Fertilizantes business. Benefits provided in 2021 to Ms. Ricard under the Ricard Expatriate Agreement included tax consultation and preparation assistance, international banking fees, housing expenses, 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 2021 under this agreement are described in footnote 7 of the Summary Compensation Table on page 50.
Bodine Expatriate Agreement. In 2021 we provided benefits to Mr. Bodine under an expatriate agreement we entered into with him in 2016 when he assumed leadership of our Potash operations in Canada. Benefits provided in 2021 related to Mr. Bodine’s trailing tax obligations from his assignment which ended in 2018 and included payments to cover tax planning and tax return preparation and “gross-up” payments for taxes on amounts we reimbursed under the expatriate agreement that are taxable compensation to Mr. Bodine. The benefits we provided in 2021 under this agreement are described in footnote 7 of the Summary Compensation Table on page 50.
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 59.
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 58. No long-term incentive awards paid out to Named Executive Officers in 2021 were deferred under this plan.
There are additional pension and retirement arrangements in place for Ms. Ricard who was an employee of Cargill before the 2004 business combination between IMC and Cargill’s fertilizer businesses. These arrangements are described under “Pension Benefits” on page 56 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreement for Cargill International Retirement Plan Participant” on page 62.
Perquisites
We offer a limited number of perquisites to our Named Executive Officers, generally in an effort to remain competitive with similarly situated companies and to enable Named Executive Officers to focus on business objectives. Perquisites are reported in the “All Other Compensation” column in the Summary Compensation Table and include, among others, the following:
Executive physical exam program;
Reimbursement of financial and tax planning fees up to $15,000 for the CEO and $12,000 for other Named Executive Officers;
Life and disability insurance above the limits imposed by the suppliers of our general employee program;
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;
46

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; and
Air Ambulance services in the event of catastrophic injury or illness.
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 imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former named executive officers. The Compensation Committee intends to pay competitive compensation consistent with our philosophy to attract, retain and motivate executive officers to manage our business in the best interests of the Company and our stockholders. The Compensation Committee, therefore, may choose to provide non-deductible compensation to our executive officers if it deems such compensation to be in the best interests of Mosaic and our Stockholders.
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 2021 10-K Report.
Respectfully submitted,
Timothy S. Gitzel, Chair
Oscar P. Bernardes
Denise C. Johnson
David T. Seaton
Gretchen H. Watkins
47

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 2021, our CEO’s annual total compensation of $12,297,011, as shown in the Summary Compensation Table on page 50, was estimated to be 512 times our median employee’s total compensation of $24,013, calculated in the same manner.
Our median employee is one of our Brazilian workers, which we identified using the 2021 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2021, the last day of our payroll year. We annualized the compensation for full-time and part-time permanent employees who were hired on or after June 1, 2021.
We have a total of 3,731 U.S. and 9,442 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 the United Kingdom (one employee), China (156 employees), India (65 employees) and Paraguay (54 employees), and who in the aggregate, account for 276 employees, or less than 3% of our global workforce. Exempting these employees, we have a total of 12,897 U.S. and non-U.S. employees, the population from which the median employee was identified.
U.S and non-U.S Employees Included in the Calculation of the Median
CountryEmployee CountPercent of Total Employee Population
Brazil6,62950.32%
United States3,73128.32%
Canada1,88914.34%
Peru6484.92%
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 50.
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 2021 granted a mix of one-third RSUs and two-thirds 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, for executive officers, strategic goals, as well; 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
48

Incentive Awards for Misconduct (“Clawback”) on page 47; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 45; 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.
49

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 2021, 2020 and 2019 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
($)
(4)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
(2)(5)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(6)
All Other Compensation
($)
(7)
Total
($)
James ("Joc") C. O'Rourke2021$1,238,750 $— $7,919,369 $— $2,708,899 $— $429,993 $12,297,011 
President and Chief Executive Officer20201,220,000 — 8,258,501 — 2,634,500 — 675,258 12,788,259 
20191,212,500 — 7,203,457 — 817,500 — 533,647 9,767,104 
Clint C. Freeland2021685,000 — 1,819,324 — 848,688 — 187,025 3,540,037 
Senior Vice President and Chief Financial Officer2020665,000 — 2,160,465 — 851,000 — 192,978 3,869,443 
2019643,750 — 1,565,937 — 257,200 — 62,890 2,529,777 
Corrine D. Ricard (8)
2021576,750 — 1,605,271 — 675,663 17,800 2,037,647 4,913,131 
Senior Vice President - Mosaic Fertilizantes2020561,667 — 1,672,620 — 673,800 147,200 1,623,012 4,678,299 
2019501,682 250,000 2,798,374 — 187,900 81,400 383,114 4,202,470 
Bruce M. Bodine(9)
2021567,250 — 1,712,310 — 664,533 — 143,436 3,087,529 
Senior Vice President - North America
Walter F. Precourt III2021569,750 — 1,605,271 — 656,779 — 146,188 2,977,988 
Senior Vice President - Strategy and Growth2020553,000 — 1,672,620 — 663,400 — 314,952 3,203,972 
2019537,000 — 1,252,798 — 201,100 — 251,115 2,242,013 
(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 20 to our audited financial statements, which are included in our 2021 10-K report. TSR performance units granted in 2021 assume target-level performance against the specified goals. The table below shows the value of the TSR performance units granted in 2021 assuming that the highest level of performance will be achieved:
50

Name
Value of TSR Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($) (a)
James ("Joc") C. O'Rourke23,746,665
Clint C. Freeland5,455,306
Corrine D. Ricard4,813,492
Bruce Bodine5,134,513
Walter F. Precourt III4,813,492
(a)    Assumes the maximum number of shares permitted to be issued or settled in cash, which occurs when (i) TSR has increased by 100%, and (ii) the 30-trading day average price of a share of our Common Stock plus dividends, or ending value, is at least $114.08 when the performance units vest. The maximum number of shares actually issued is subject to reduction so that it is no more than 200% of the number of performance units awarded on the grant date. The amount of cash paid, or number of shares issued multiplied by the ending value, cannot exceed $114.08 (400% of the Starting Value) multiplied by the number of performance units awarded.
(5)Reflects awards under our short-term incentive plan. We have included additional information about our short-term iIncentive plan, including the performance measures for 2021 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 37, in our Compensation Discussion and Analysis.
(6)Includes the aggregate increase in the actuarial value of pension benefits for 2021, 2020 and 2019 under Cargill’s U.S. salaried employees’ pension plans and international retirement plan for Ms. Ricard.
Also includes the increases in the amount of the benefit under a supplemental agreement that we entered into with with Ms. Ricard in fiscal 2013. This agreement was part of arrangements intended to place certain of our employees, including Ms. Ricard, 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’s supplemental agreement, including the plan measurement dates, methodology and assumptions used in determining the amounts in this column, in additional detail under “Pension Benefits” on page 56 and “Potential Payments upon Termination or Change-in-Control – Supplemental Agreement for Cargill International Retirement Plan Participant” on page 62.
No non-qualified deferred compensation earnings are reflected in this column because our deferred compensation arrangements do not offer above-market earnings.
(7)The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2021:
James ("Joc") C. O'RourkeClint C. FreelandCorrine D. RicardBruce M. BodineWalter F. Precourt III
Company Contributions to Defined Contribution Plans (a)357,526 141,341 114,395 96,062 114,865 
Executive Physical Program$1,457 $625 $3,171 $3,237 $— 
Executive Financial and Tax Planning15,000 — 10,789 — 12,000 
Life and Disability Premiums16,192 12,166 12,413 9,381 11,994 
Spousal Travel (b)3,407 — — — — 
Tax Reimbursements (c)2,210 584 386,879 326 — 
Expatriate Expenses (d)— — 1,490,750 27,262 — 
Dividend Equivalents (e)34,201 31,409 19,250 6,718 7,329 
Non-cash Award (f)— 900 — 450 — 
Total$429,993 $187,025 $2,037,647 $143,436 $146,188 
(a)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 58.
(b)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.
51

(c)This amount represents the value of tax reimbursements on airplane usage for Mr. O’Rourke, tickets for sporting events for Messrs. Freeland and Bodine and under expatriate arrangements, which are described in footnote (d) below, for Ms. Ricard and Mr. Bodine.
(d)Includes the following expatriate benefits:
For Ms. Ricard, $1,153,057 in taxes paid on her behalf; and $337,692 of miscellaneous expenses related to her assignment (tax consultation and preparation assistance, international banking fees, housing expenses, travel and transportation expenses, language support, and immigration and other service fees). We also made $386,879 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. Bodine, $27,262 of miscellaneous expenses related to the trailing tax obligations from his assignment which ended in 2018 (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 $36 of tax reimbursements under Mr. Bodine’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement is included in the “Tax Reimbursements” row in the table above.
(e)    Includes dividend equivalents paid upon vesting of RSUs in 2021.
(f)    Includes the value of tickets for sporting events.
(8)Ms. Ricard served as Mosaic’s Senior Vice President - Commercial until November 15, 2019 and then transitioned to Senior Vice President - Mosaic Fertilizantes.
(9)    2021 is the first year as a Named Executive Officer for Mr. Bodine. Mr. Bodine was our Senior Vice President - Phosphates until April 1, 2020, when he became our Senior Vice President - North America. Prior to serving as our Senior Vice President - Phosphates, Mr. Bodine served as our Senior Vice President Potash from June 2016 to December 31, 2018.
52


Grants of Plan-Based Awards
The following table provides information about awards under our short-term incentive plan, and grants of RSUs and TSR performance units to each of our Named Executive Officers for 2021. We did not grant any other award under any equity or non-equity incentive plan in 2021 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— — $24,900 $1,743,000 $3,486,000 — — — — $— 
3/4/20213/4/2021— — — — — — 83,418 2,466,670 
3/4/20213/4/2021— — — 52,040 104,079 208,158 — 2,466,672 
3/4/20213/4/2021— — — 52,040 104,079 208,158 — 2,986,027 
Clint C. Freeland— — 13,800 552,000 1,104,000 — — — — — 
3/4/20213/3/2021— — — — — — 19,164 566,679 
3/4/20213/3/2021— — — 11,955 23,910 47,820 — 566,667 
3/4/20213/3/2021— — — 11,955 23,910 47,820 — 685,978 
Corrine D. Ricard— — 11,620 435,750 871,500 —  —  —  — —  
3/4/20213/3/2021 —   —   —  —  —  —  16,909 499,999 
3/4/20213/3/2021— — — 10,549 21,097 42,194 — 499,999 
3/4/20213/3/2021 —   —   —  10,549 21,097 42,194 — 605,273 
Bruce M. Bodine— — 11,480 430,500 861,000 — — — — — 
3/4/20213/3/2021— — — — — — 18,036 533,325 
3/4/20213/3/2021— — — 11,252 22,504 45,008 — 533,345 
3/4/20213/3/2021— — — 11,252 22,504 45,008 — 645,640 
Walter F. Precourt III
— — 11,480 430,500 861,000 —  —  —  — —  
3/4/20213/3/2021—  —   —  —  —  —  16,909 499,999 
3/4/20213/3/2021— — — 10,549 21,097 42,194 — 499,999 
3/4/20213/3/2021—  —   —  10,549 21,097 42,194 — 605,273 
(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 37 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, with the cash- and stock-settled awards listed separately. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 41.
(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 41 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 20 to our audited financial statements, which are included in our 2021 10-K Report. 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.
For a discussion of the material terms of these short- and long-term incentive awards, see the “Compensation Discussion and Analysis.”
53

Outstanding Equity Awards at 2021 Fiscal Year-End
The following table summarizes the outstanding equity awards held by the Named Executive Officers as of December 31, 2021.
  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’Rourke27,681 57.62 7/19/202282,378 
(3)
3,236,632 193,278 
(4)
7,593,893 
(4)
29,987 54.03 7/18/2023121,989 
(5)
4,792,948 193,278 
(6)
7,593,893 
(6)
33,706 49.73 3/7/202483,418 
(7)
3,277,493 663,866 
(8)
26,083,295 
(8)
37,306 50.43 3/5/2025  331,934 
(9)
13,041,687 
(9)
179,211 28.49 3/3/2026208,158 
(10)
8,178,528 
(10)
168,180 30.42 3/2/2027208,158 
(11)
8,178,528 
(11)
Clint C. Freeland— — — 17,908 
(3)
703,605 42,016 
(4)
1,650,809 
(4)
— — — 31,913 
(5)
1,253,862 42,016 
(6)
1,650,809