Mosaic Co DEF 14A, filed Apr 24, 2024

Mosaic Co (MOS)

DEF 14A 2024-04-24 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Mosaic Co filed this DEF 14A on April 24, 2024.

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1.			Election of 10 directors for a one-year term until the 2025 Annual Meeting of Stockholders;
2.			Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024;
3.			An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;
4.			Any other business that may properly come before the 2024 Annual Meeting of Stockholders or any adjournment or postponement thereof.


			Date:						June 6, 2024
			Time:						10:00 a.m. Eastern Time
			Virtual Meeting:						www.virtualshareholdermeeting.com/MOS2024
			Record Date:						April 8, 2024


Corporate website:						www.mosaicco.com
Investor website:						www.mosaicco.com/investors
2023 Annual Report:						www.mosaicco.com/proxymaterials


	2023		2022
Net Sales (in millions)	$	13,696.1	$	19,125.2
Net Income (in millions)	$	1,164.9	$	3,582.8
Diluted Net Earnings per Share	$	3.50	$	10.06
Operating Earnings (in millions)	$	1,338.1	$	4,785.3


AC:						Audit Committee
CHR:						Compensation and Human Resources Committee
CGN:						Corporate Governance and Nominating Committee
EHSS:						Environmental, Health, Safety and Sustainable Development Committee

£:						Committee Chair
¤:						Committee Member


o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by item 25(b) by Exchange Act Rules 14a6(i)(1) and 0-11


Diversity of director nominees (percentage reflects diversity of gender, ethnicity or race)


What We Do
ü			A majority of target total direct compensation is at-risk and tied to performance.
ü			We maintain an appropriate balance between short- and long-term compensation to provide appropriate balance between short- and long-term decision making, encourage prudent decision making, and discourage excessive risk taking.
ü			In 2023, we adopted The Mosaic Company Incentive Compensation Recovery (Clawback) Policy to conform with the New York Stock Exchange ("NYSE") listing standards that require recovery of erroneously awarded incentive compensation in the event the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirements. Prior to 2023, all annual and long-term incentive awards included clawback provisions.
ü			Executive change-in-control agreements and long-term incentive awards require "double trigger" vesting in the event of a change-in-control.
ü			We have adopted stock ownership guidelines of 5x annual salary for the CEO and 3x annual salary for other executive officers, with a requirement to hold 100% of all shares acquired from vested equity until the required ownership level is achieved.
ü			The Compensation and Human Resources Committee engages an independent executive compensation consultant and has access to other independent advisors.
ü			We hold an annual advisory vote to approve the compensation of our Named Executive Officers.


What We Don’t Do
û			We do not enter into executive employment agreements with lengthy terms or evergreen provisions.
û			We do not award uncapped incentives that could contribute to excessive risk taking.
û			We do not provide tax gross-ups under our executive change-in-control agreements.
û			We do not permit hedging or pledging of Mosaic stock.
û			We do not reprice options under our stock plan.
û			We do not pay dividends or dividend equivalents on unearned total stockholder return ("TSR") performance units or RSUs.
û			We do not provide excessive perquisites for senior leaders; perquisites are limited to restoration provisions and those that require a specific business rationale.


	Page			Page

SUMMARY INFORMATION	3		BENEFICIAL OWNERSHIP OF SECURITIES	69
The 2024 Annual Meeting of Stockholders	3		Ownership of Securities by Directors and Executive Officers	69

Where to Find Information	3
			Ownership of Securities by Others	70
Voting Matters and Board of Director Recommendations	3

Executing our Strategy	3		DELINQUENT SECTION 16(a) REPORTS	70

Performance Highlights	4
			STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS	71
Corporate Governance Highlights	4

Director Nominees	6

Executive Compensation Overview	7		2023 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K	71

Environment, Social and Governance	8

Frequently Asked Questions	9
			OTHER MATTERS	72

PROXY STATEMENT	11
			QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
				72
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	11

2024 Director Nominees	12		Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	72

Directors’ Skills Matrix	17

Nomination and Selection of Directors	17
			How can I attend the meeting?	72
Director Qualifications	18
			Who is entitled to vote at the meeting?	72
Retirement from the Board	18
			What are my voting rights?	73

DIRECTOR STOCK OWNERSHIP GUIDELINES	19		How many shares must be present to hold the meeting?	73

CORPORATE GOVERNANCE	19		How do I vote my shares?	73

Board Independence	19		What is the difference between a stockholder of record and a “street name” holder?	73

Board Oversight of Risk	20

Committees of the Board of Directors	21		How do I vote if my shares are held in the Mosaic Investment Plan (the “Mosaic 401(k) Plan”) or the Mosaic Union Savings Plan?	73

Other Policies and Practices Relating to the Board of Directors	24


Code of Business Conduct and Ethics	26		What does it mean if I receive more than one Internet Notice or proxy card?	74


DIRECTOR COMPENSATION	27
			Can I vote my shares in person at the meeting?	74
Overview	27
			What vote is required for the election of directors and the other proposals to be approved?	74
Director Compensation Policy	27

2023 Non-Employee Director Compensation Table	28
			How are votes counted?	74

EXECUTIVE COMPENSATION	29	How does the Board of Directors recommend that I vote?	74

Compensation Discussion and Analysis	29	What if I do not specify how I want my shares voted?	75

Compensation and Human Resources Committee Report	46	Can I change my vote after submitting my proxy?	75

		Who pays for the cost of proxy preparation and solicitation?	75
Compensation Risk Analysis	46

CEO Pay Ratio	47

Pay Vs. Performance	48
		APPENDIX A: PERFORMANCE METRICS	A- 1
Executive Compensation Tables	51


AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	65


Report of the Audit Committee	65

Fees Paid to Independent Registered Public Accounting Firm	66



Pre-Approval of Independent Registered Public Accounting Firm Services	67




PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	67




PROPOSAL NO. 3 – ADVISORY VOTE ON COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS	68


Non-Employee Director	Shares Included Under Guidelines			Value (1) in Excess of Guidelines		Market Value of Shares (2)
	Shares (#)	Value ($) (1)		($)		($)
Cheryl K. Beebe (3)	45,764	$	1,233,279	$	608,279	$	1,340,007
Gregory L. Ebel	134,017	4,228,351		3,228,351		3,136,668
Timothy S. Gitzel	68,632	1,858,931		1,233,931		2,084,589
Emery N. Koenig	75,333	2,345,479		1,720,479		2,302,773
Jody L. Kuzenko (3)	1,864	67,999		—		—
David T. Seaton	47,174	1,620,522		995,522		1,385,916
Steven M. Seibert	54,495	1,618,328		993,328		1,624,288
João Roberto Gonçalves Teixeira (3)	5,737	245,208		—		36,728
Gretchen H. Watkins (3)	25,039	625,007		7		665,201
Kelvin R. Westbrook	49,330	1,219,423		594,423		1,456,116


			•allows our independent Board Chair 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.


			•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.


			•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, 101 East Kennedy Boulevard, Suite 2500, Tampa, Florida 33602 or by means of e-mail messages to generalcounsel@mosaicco.com;
			•send e-mail messages to our Board, including the independent Chair 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.


o			Preliminary Proxy Statement


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material under §240.14a-12


			•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.


			•any transaction where the related person’s interest derives solely from the fact that he or she serves as a director or officer of a not-for-profit organization or charity that receives donations from us in accordance with a matching gift program of ours that is available on the same terms to all of our employees;
			•indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person;
			•any transaction that involves compensation to a director (if such arrangement has been approved by our Board) or executive officer (if such arrangement has been approved, or recommended to the Board for approval, by the Compensation and Human Resources Committee of our Board or is otherwise available generally to all of our salaried employees) in connection with his or her duties to us, including the reimbursement of business expenses incurred in the ordinary course in accordance with our expense reimbursement policies that are applicable generally to all salaried employees; or
			•any transaction entered into in the ordinary course of business pursuant to which the related person’s interest derives solely from his or her service as a director or employee (including an executive employee) of another corporation or organization that is a party to the transaction and (i) the related person does not receive directly any compensation or other direct material benefit of any kind from the other corporation or organization due, in whole or in part, to the creation, negotiation, approval, consummation or execution of the transaction, and (ii) the related person is not personally involved, in his or her capacity as a director or employee of the other corporation or organization, in the creation, negotiation or approval of the transaction.


			•whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or 5% stockholder of ours;
			•whether there are demonstrable business reasons for us to enter into the related person transaction;
			•whether the related person transaction could impair the independence of a director under our Director Independence Standards;
			•whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors our Corporate Governance and Nominating Committee deems relevant; and
			•whether the related person transaction is permitted under the covenants pursuant to our material debt agreements.


Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)(3)		All Other Compensation ($) (4)		Total ($)
Cheryl K. Beebe	$	129,000	$	157,490	$	21,609	$	308,099
Gregory L. Ebel	180,000		262,494		36,221		478,715
Timothy S. Gitzel	125,000		157,490		21,609		304,099
Denise C. Johnson (5)	105,000		157,490		21,609		284,099
Emery N. Koenig	120,000		157,490		21,609		299,099
David T. Seaton	105,000		157,490		21,609		284,099
Steven M. Seibert	105,000		157,490		21,609		284,099
João Roberto Gonçalves Teixeira	105,000		157,490		967		263,457
Gretchen H. Watkins	105,000		157,490		21,609		284,099
Kelvin R. Westbrook (6)	—		157,490		21,609		179,099


2023 Named Executive Officers (1)
James ("Joc") C. O'Rourke			Chief Executive Officer
Clint C. Freeland			Executive Vice President and Chief Financial Officer
Bruce M. Bodine			President
Karen A. Swager			Executive Vice President – Operations
Corrine D. Ricard			Senior Vice President – Mosaic Fertilizantes


	Compensation Element	Purpose	Key Principles
Fixed	Base 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 •Advance ESG Initiatives	•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 scorecard, including safety and sustainability progress. •Common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
	Long-Term Incentives	•Link management compensation to stock price performance to align with stockholder interests •Payouts of performance-based awards are subject to a positive adjusted net 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, both stock and cash-settled, 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.
			•TSR performance unit payouts can range from 0% to 200% of the target number of units. •Off-cycle grants of time-based RSUs may be awarded for recruitment, retention or promotional purposes. During 2023, we provided two off-cycle RSU grants for two of our Named Executive Officers due to an organizational change which added new responsibilities to each of their portfolios.


Named Executive Officer	2023(1)		% of Target Total Direct Compensation
James ("Joc") C. O'Rourke	$	1,375,000	11.8%
Clint C. Freeland	760,000		19.3%
Bruce M. Bodine	645,000		22.0%
Karen A. Swager	600,000		21.8%
Corrine D. Ricard	635,000		22.6%
(1) Annual base salary increases are effective April 1, 2023.


Named Executive Officer	Target Opportunity as % of Base Salary	2023 Target Payout		% of Target Total Direct Compensation
James ("Joc") C. O'Rourke	140%	$	1,925,000	16.5%
Clint C. Freeland	90%	684,000		17.3%
Bruce M. Bodine	75%	483,750		16.5%
Karen A. Swager	75%	450,000		16.4%
Corrine D. Ricard	75%	476,250		16.9%


Short-Term Incentive Measure	Weight	Purpose and Structure
Incentive Adjusted Operating Earnings (1)	25%	•Incentive Adjusted Operating Earnings provides focus on the profitability of the business. It creates messaging around revenue growth, margin expansion, and control over overhead costs. •Performance targets are developed considering 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 and Human Resources Committee has approved nine 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; significant, non-routine business decisions; and significant, unanticipated changes to internal accounting policy).
Incentive Free Cash Flow (1)	20%	•Focuses on our ability to generate cash and support our investment grade credit rating. •Performance targets are developed considering 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	10%	•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. •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.
Performance Product Sales	10%	•Focuses on achieving sales of our premium products, including MicroEssentials®, K-Mag® and Aspire®, which we believe provide us with a competitive advantage with customers. •Performance targets are primarily developed based on the annual budget, which generally exceeds the prior year actual performance, and validated based on the first 2023 forecast for the year.
Environmental, Social and Governance (ESG) Performance Scorecard •Sustainability Goals •EHS - MMS	15%	•The ESG Scorecard is divided equally between the Sustainability Goals and Environmental, Health, and Safety (“EHS”) metric with the strategic intention to: –measure the Company’s progress to achieve the long-term targets of our 14 sustainability goals, with completion dates of 2025 and 2030; and –improve the EHS processes and controls through the MMS which outlines foundational elements that drive continuous improvement.
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 and Human Resources 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.


Short-Term Incentive Measure	Threshold					Target					Maximum
	Performance Level ( if < )			Payout % of Target		Performance Level			Payout % of Target		Performance Level			Payout % of Target
Incentive Adjusted Operating Earnings (1) (millions)	$	3,000		—	%	$	4,000		25	%	$	5,000		50	%
Incentive Free Cash Flow (1) (millions)	$	1,665		—	%	$	2,665		20	%	$	3,665		40	%
Cost Control (2) (millions)	—			—	%	—			10	%	—			20	%
North America Result (pre-SG&A)	—		%	—	%	100		%	3.33	%	200		%	6.66	%
Mosaic Fertilizantes Result (pre-SG&A)	—		%	—	%	100		%	3.33	%	200		%	6.66	%
Corporate SG&A (millions)	$	471		—	%	$	426		3.34	%	$	381		6.68	%
Performance Product Sales (million tonnes)	4.12			—	%	4.33			10	%	4.78			20	%
ESG Scorecard	—			—	%	—			15	%	—			30	%
Sustainability Goals (3)	8 Goals on Track			—	%	11 Goals on Track			7.5	%	14 Goals on Track			15	%
EHS metric (4)	73			—	%	79			7.5	%	82			15	%
Strategic Goals	Not Achieved			—	%	Achieved			20	%	Exceptional			40	%
Corporate Sub-Plan Goals Total	—			—	%	—			100	%	—			200	%

Linear interpolation is applied when performance falls between threshold and target and target and maximum. (1) Non-GAAP measures are 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) The payout will be determined based on the Company’s progress in 2023 to achieve the long-term targets of our 14 Sustainability goals, with completion dates of 2025 and 2030. This is a broad group of few qualitative and most quantitative goals, with focus on ESG areas, including Diversity and Inclusion efforts. The minimum, target or maximum payout will be calculated considering the number of sustainability goals “on-track” to achieve the long-term goals considering the range shown in the table above.
(4) The EHS metric will be measured considering the MMS implementation and effectiveness, which outlines foundational elements that drive continuous EHS improvement – our policies, leadership, risk assessment, legal requirements, training, documentation, emergency planning, inspections, preventative actions, and management reviews are some of the components of the system. The payout will be determined according to the final score achieved, as demonstrated above.


Corporate Performance Measures (Weighted at 80% of Target Opportunity)	2023 Actual Performance			Performance Factor		Metric Weighting		2023 Actual Payout % of Target
Incentive Adjusted Operating Earnings (1) (millions)	$	1,750		—	%	25.0	%	—	%
Incentive Free Cash Flow (1) (millions)	$	1,599		—	%	20.0	%	—	%
Cost Control (2) (millions)				82.0	%	10.0	%	8.2	%
North America Result (pre-SG&A)	31		%	39.0	%	3.3	%	1.3	%
Mosaic Fertilizantes Result (pre-SG&A)	73		%	91.0	%	3.3	%	3.0	%
Corporate SG&A (millions)	$	413		118.0	%	3.3	%	3.9	%
Performance Product Sales (million tonnes)	4.12			—	%	10.0	%	—	%
ESG Scorecard				88.0	%	15.0	%	13.1	%
Sustainability Goals (3)	10 Goals			50.0	%	7.5	%	5.6	%
EHS metric (4)	79			100.0	%	7.5	%	7.5	%
Corporate Sub-Plan Goals Total				26.7	%	80.0	%	21.4	%


Meeting Strategic Goals (Weighted at 20% of Target Opportunity)		2023 Actual Payout % of Target
James (“Joc”) C. O’Rourke	Strategic operational investment deployment; responsible operations focused on excellent EHS performance and social commitments; successfully transition to new operating model; significant progress on the long-term Global Digital Acceleration (“GDA”) initiative, optimize capital management; progress on Mosaic’s six global strategic priorities	115.0%
Clint C. Freeland	Execute a comprehensive program to leverage Capital Allocation Plan; deliver robust support to the GDA initiative; implement strategic changes on Finance organization to align global Finance and Information Technology organizations to capabilities delivered through GDA.	125.0%
Bruce M. Bodine	Implementation of North and South America Operations enterprise wide model; complete the Operations Strategic Projects; continue transformation progress in Operations.	130.0%
Karen A. Swager	Execute the Global Shared Services and Procurement areas integration; Safety and Risk Management improvements by implementing a comprehensive EHS improvement plan by increasing focus on the MMS; achieve GDA milestone for 2023 in Supply Chain.	108.3%
Corrine D. Ricard	Lead the Brazil business through the organization transition to a functional structure and work with Canpotex management on improvements to governance, processes, and talent.	125.0%


Named Executive Officer	2023 Eligible Earnings		2023 Target Opportunity % of Base Salary	Corporate Group Goals Attainment (80% wtg.)	Strategic Goal Attainment (20% wtg.)	Total Payout %	2023 Actual Payout
James ("Joc") C. O'Rourke	$	1,358,063	140%	26.7%	115.0%	44.4%	$	843,400
Clint C. Freeland	756,667		90%	26.7%	125.0%	46.4%	315,700
Bruce M. Bodine	636,250		75%	26.7%	130.0%	47.4%	226,000
Karen A. Swager	593,333		75%	26.7%	108.3%	43.0%	191,500
Corrine D. Ricard	590,171		75%	26.7%	125.0%	46.4%	205,200


Performance Level	TSR Growth	Payout as % of Target Performance Units
Maximum	100%	200%
Target	10%	100%
Threshold	(40)%	50%
	<(40)%	0%


Key Roles in Named Executive Officer Compensation Process
Compensation and Human Resources 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 and Human Resources Committee considers: –our compensation philosophy and objectives –advice from its independent compensation consultant –recommendations by our CEO and Chief Administrative Officer –internal and external factors including market data for other Named Executive Officers
			•Periodically reviews ESG matters that are relevant to the Committee’s oversight responsibilities, including the Human Capital report for inclusion in the 2023 10-K Report. •In considering its compensation decisions, the Compensation and Human Resources Committee engages an independent compensation consultant as discussed below.
CEO			•Leads management in furnishing the advice and recommendations requested by the Compensation and Human Resources 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 and presents recommendations to the Compensation and Human Resources Committee for the compensation of each other executive officer
Human Resources			•Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation and Human Resources Committee •Furnishes the Compensation and Human Resources 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 and Human Resources Committee has sole authority to retain or replace the independent compensation consultant. The Compensation and Human Resources Committee engaged Pay Governance LLC (“Pay Governance”) to act as its independent compensation consultant. The Compensation and Human Resources Committee assessed the consultants’ independence pursuant to the NYSE listing standards and concluded the engagement did not raise any conflict of interest. In 2023, Pay Governance provided its recommendation to the Corporate Governance and Nominating Committee for the Company’s Non-Employee Director Compensation program in addition to supporting the Compensation and Human Resources 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 –attendance at and participation in Compensation and Human Resources Committee meetings as requested by our Compensation and Human Resources Committee or its Chair –presentations of and advice regarding trends in executive compensation at each regularly scheduled Compensation and Human Resources Committee meeting –review compensation discussion and analysis section of the proxy –private sessions with the Compensation and Human Resources 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 the 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 and Human Resources Committee with recommendations on short-term incentive plan EHS measures.


2023 Mosaic Peer Group
Air Products & Chemicals Inc.	Eastman Chemical Company	Nutrien Ltd.
Alcoa Corporation	FMC Corporation	OLIN Corporation
Barrick Gold Corporation	Freeport-McMoRan Inc.	PPG Industries Inc.
Celanese Corp.	Huntsman Corporation	Teck Resources Limited
CF Industries Holdings, Inc.	Newmont Mining Corp.	Westlake Chemicals Corporation
Chemours Company


U.S. and non-U.S Employees Included in the Calculation of the Median (excluding the CEO)
Country	Employee Count	Percent of Total Employee Population
Brazil	7,178	51.10%
United States	3,899	27.75%
Canada	1,974	14.05%
Peru	713	5.08%


Year	Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)		Average Compensation Actually Paid to Non-PEO NEOs ($)(4)		Value of Initial Fixed $100 Investment Based on:				Net Income ($) (6)(7)		Adjusted Operating Earnings ($) (6)(8)
									Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)(5)
2023	$	11,881,204	$	34,083,294	$	3,562,339	$	8,391,110	$	174.66	$	151.73	$	1,165	$	1,670
2022	12,063,106		37,592,472		3,517,094		8,554,327		208.92		134.82		3,583		5,340
2021	12,297,011		41,855,959		3,629,671		10,030,746		185.18		153.67		1,631		2,884
2020	12,788,259		17,070,893		3,843,282		4,784,098		107.57		120.73		666		734


Year	Summary Compensation Table Total		Less: Reported Fair Value of Equity Awards		Plus: Year-End Fair Value of Equity Awards Granted in the Year		Plus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested		Plus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		CAP
2023	$	11,881,204	$	(8,726,167)	$	5,305,507	$	(4,198,304)	$	29,821,054	$	34,083,294
2022	12,063,106		(8,311,276)		6,423,586		11,881,021		15,536,035		37,592,472
2021	12,297,011		(7,919,369)		12,030,989		23,482,220		1,965,108		41,855,959
2020	12,788,259		(8,258,501)		13,606,461		686,548		(1,751,874)		17,070,893


Total Shareholder Return
Adjusted Operating Earnings
Free Cash Flow
Cost Control
Performance Products Sales