Mosaic Co DEF 14A, filed Apr 12, 2023

Mosaic Co (MOS)

DEF 14A 2023-04-12

View Original

Added on June 12, 2026

About this DEF 14A

Mosaic Co filed this DEF 14A on April 12, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


1.			Election of eleven directors for a one-year term until the 2024 Annual Meeting of Stockholders;
2.			Approval of The Mosaic Company 2023 Stock and Incentive Plan;
3.			Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023;
4.			An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;
5.			An advisory vote on the frequency of future stockholder advisory votes on executive compensation;
6.			A stockholder proposal to reduce the ownership threshold to call a special meeting;
7.			A stockholder proposal to report on the Company’s plans to reduce greenhouse gas emissions; and
8.			Any other business that may properly come before the 2023 Annual Meeting of Stockholders or any adjournment or postponement thereof.


			Date:						May 25, 2023
			Time:						10:00 a.m. Eastern Time
			Virtual Meeting:						www.virtualshareholdermeeting.com/MOS2023
			Record Date:						March 28, 2023


Corporate website:						www.mosaicco.com
Investor website:						www.mosaicco.com/investors
2022 Annual Report:						www.mosaicco.com/proxymaterials


	2022		2021
Net Sales (in millions)	$	19,125.2	$	12,357.4
Net Income (in millions)	$	3,582.8	$	1,630.6
Diluted Net Earnings per Share	$	10.06	$	4.27
Operating Earnings (in millions)	$	4,785.3	$	2,468.5


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


/s/ James (“Joc”) C. O’Rourke

James (“Joc”) C. O’Rourke President and Chief Executive Officer


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			We have adopted clawback provisions for our annual and long-term incentives which will be updated to comply with New York Stock Exchange ("NYSE") listing standards once they are adopted.
ü			Executive change-in-control agreements and long-term incentive awards require double trigger vesting in the event of a change-in-control.
ü			We have adopted stock ownership guidelines of 5x annual salary for CEO and 3x annual salary for other executive officers, with a requirement to hold 100% of all shares acquired from vested equity until the required ownership level is achieved.
ü			The Compensation 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		PROPOSAL NO. 4 – ADVISORY VOTE ON COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS	75
The 2023 Annual Meeting of Stockholders	3

Where to Find Information	3

Voting Matters and Board of Director Recommendations	3		PROPOSAL NO. 5 – ADVISORY VOTE ON FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION	76

Executing our Strategy	3

Performance Highlights	4

Corporate Governance Highlights	4		PROPOSAL NO. 6 – STOCKHOLDER PROPOSAL TO REDUCE THE OWNERSHIP THRESHOLD TO CALL A SPECIAL MEETING	76

Director Nominees	5

Executive Compensation Overview	6

Environment, Social and Governance	7		PROPOSAL NO. 7 - STOCKHOLDER PROPOSAL TO REPORT ON THE COMPANY’S PLANS TO REDUCE GREENHOUSE GAS EMISSIONS	78

Frequently Asked Questions	8


PROXY STATEMENT	10
			BENEFICIAL OWNERSHIP OF SECURITIES	81

PROPOSAL NO. 1 - ELECTION OF DIRECTORS	10		Ownership of Securities by Directors and Executive Officers	81

2023 Director Nominees	11
			Ownership of Securities by Others	82
Directors’ Skills Matrix	16

Nomination and Selection of Directors	17		DELINQUENT SECTION 16(a) REPORTS	82

Director Qualifications	17
			STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS	83
Retirement from the Board	18


DIRECTOR STOCK OWNERSHIP GUIDELINES	18
			2022 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K	83
CORPORATE GOVERNANCE	19

Board Independence	19

Board Oversight of Risk	19		OTHER MATTERS	84

Committees of the Board of Directors	20
			QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Other Policies and Practices Relating to the Board of Directors	23			84


Code of Business Conduct and Ethics	26		Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	84


DIRECTOR COMPENSATION	27

Overview	27		How can I attend the meeting?	84

Director Compensation Policy	27		Who is entitled to vote at the meeting?	84

2022 Non-Employee Director Compensation Table	28		What are my voting rights?	85

		How many shares must be present to hold the meeting?	85
EXECUTIVE COMPENSATION	29
		How do I vote my shares?	85
Compensation Discussion and Analysis	29
		What is the difference between a stockholder of record and a “street name” holder?	85
Compensation and Human Resources Committee Report	46


Compensation Risk Analysis	46	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?	85

CEO Pay Ratio	47

Pay Vs. Performance	48
		What does it mean if I receive more than one Internet Notice or proxy card?	86
Executive Compensation Tables	50


Proposal No. 2 - APPROVAL OF THE MOSAIC COMPANY 2023 STOCK AND INCENTIVE PLAN	64	Can I vote my shares in person at the meeting?	86

		What vote is required for the election of directors and the other proposals to be approved?	86

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	72

		How are votes counted?	86

		How does the Board of Directors recommend that I vote?	87
Report of the Audit Committee	72
		What if I do not specify how I want my shares voted?	87
Fees Paid to Independent Registered Public Accounting Firm	73
		Can I change my vote after submitting my proxy?	87

		Who pays for the cost of proxy preparation and solicitation?	88
Pre-Approval of Independent Registered Public Accounting Firm Services	74



		APPENDIX A: PERFORMANCE METRICS	A- 1
PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	74
			APPENDIX B: THE MOSAIC COMPANY 2023 STOCK AND INCENTIVE PLAN	B- 1


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)	49,152	$	1,075,790	$	550,790	$	2,033,086
Gregory L. Ebel	126,335	3,965,857		3,440,857		4,017,721
Timothy S. Gitzel	64,023	1,701,442		1,176,442		2,682,205
Denise C. Johnson	26,309	597,301		72,301		1,035,989
Emery N. Koenig	70,724	2,187,989		1,662,989		2,974,704
David T. Seaton	48,163	1,463,032		938,032		1,989,916
Steven M. Seibert	55,484	1,570,203		1,045,203		2,309,478
João Roberto Gonçalves Teixeira (3)	1,611	87,719		—		—
Gretchen H. Watkins (3)	20,430	467,517		—		779,371
Kelvin R. Westbrook	44,721	1,061,933		536,933		1,839,673


			•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.


o			Preliminary Proxy Statement


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material under §240.14a-12


			•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;
			•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.


			•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	$	123,231	$	157,513	$	5,284	$	286,028
Oscar P. Bernardes (5)	34,618		—		5,284		39,902
Gregory L. Ebel	180,000		262,480		8,863		451,343
Timothy S. Gitzel	119,231		157,513		5,284		282,028
Denise C. Johnson	99,231		157,513		5,284		262,028
Emery N. Koenig	114,231		157,513		5,284		277,028
David T. Seaton	99,231		157,513		4,998		261,742
Steven M. Seibert	99,231		157,513		5,284		262,028
Luciano Siani Pires (6)	64,421		239,055		773		304,249
João Roberto Gonçalves Teixeira	12,183		87,719		—		99,902
Gretchen H. Watkins	99,231		157,513		—		256,744
Kelvin R. Westbrook	114,231		157,513		5,284		277,028


2022 Named Executive Officers
James ("Joc") C. O'Rourke			President and Chief Executive Officer
Clint C. Freeland			Senior Vice President and Chief Financial Officer
Corrine D. Ricard			Senior Vice President - Mosaic Fertilizantes
Bruce M. Bodine			Senior Vice President - North America
Walter F. Precourt III			Senior Vice President - Strategy and Growth


	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 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 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, 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. •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 2022.


Named Executive Officer	2022(1)		% of Target Total Direct Compensation
James ("Joc") C. O'Rourke	$	1,307,250	11.8	%
Clint C. Freeland	720,000		21.8	%
Corrine D. Ricard	600,000		21.8	%
Bruce M. Bodine	610,000		22.0	%
Walter F. Precourt III	590,000		22.8	%
(1) Effective April 1, 2022


Named Executive Officer	Target Opportunity as % of Base Salary	2022 Target Payout		% of Target Total Direct Compensation
James ("Joc") C. O'Rourke	140%	$	1,830,150	16.6%
Clint C. Freeland	80%	576,000		17.5%
Corrine D. Ricard	75%	450,000		16.4%
Bruce M. Bodine	75%	457,500		16.5%
Walter F. Precourt III	75%	442,500		17.1%


Short-Term Incentive Measure	Weight	Purpose and Structure
Adjusted Operating Earnings (incentive version) (1)	25%	•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 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 and Human Resources 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	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®, 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 •Safety and Sustainability (Risk Reduction) •Diversity and Inclusion	15%	•The ESG Scorecard Progress measures our achievement on select portions of our 13 sustainability goals. The metric is divided equally between the safety and sustainability (risk reduction) measure and a measure of diversity and inclusion progress. •Safety and Sustainability measures the number of risk reduction projects completed during the year with a Management System Effectiveness assessment (“MSeA”) qualifier. For 2022, 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 measures the extent to which leaders and employees complete diversity and inclusion self-education hours 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 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	Payout % of Target	Performance Level	Payout % of Target	Performance Level	Payout % of Target
Adjusted Operating Earnings (1) (millions)	$2,880	—%	$4,860	25%	$6,450	50%
Period Free Cash Flow (1) (millions)	$1,520	—%	$3,780	20%	$5,125	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)	$350	—%	$319	3.34%	$287	6.68%
Performance Product Sales (million tonnes)	4.14	—%	4.6	10%	4.83	20%
ESG Scorecard	—	—%	—	15%	—	30%
Diversity & Inclusion (3)	100%	—%	100%	7.5%	100%	15%
Safety and Sustainability (Risk Reduction) (4)	800	—%	1,178	7.5%	1,400	15%
Environment Subset	80	—%	177	3.75%	350	7.5%
Sustainability Subset	40	—%	94	3.75%	140	7.5%
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) Generally, payout is determined by average percent completion of diversity and inclusion self-education hours and training of our workforce below the senior leadership level including our hourly employees. Senior leadership, including the Named Executive Officers, must achieve 100% diversity and inclusion goal completion in order to receive a payout.
(4) Risk reduction metric is based on the number of engineering, substitution or elimination controls implemented to reduce risks identified in site risk registers. In addition to the total number of projects, there are also requirements for the number of environmental and sustainability projects. Performance is calculated on total, environmental, and sustainability projects and the lower performance score of the environmental and sustainability targets is averaged with the score for the total number of projects to obtain the overall score for this metric.


Corporate Performance Measures (Weighted at 80% of Target Opportunity)	2022 Actual Performance			Performance Factor		Metric Weighting		2022 Actual Payout % of Target
Adjusted Operating Earnings (1) (millions)	$	5,340		110.00	%	25.00	%	27.40	%
Period Free Cash Flow (1) (millions)	$	3,337		90.00	%	20.00	%	18.00	%
Cost Control (2) (millions)				66.00	%	10.00	%	6.60	%
North America Result (pre-SG&A)	57		%	72.00	%	3.33	%	2.40	%
Mosaic Fertilizantes Result (pre-SG&A)	47		%	59.00	%	3.33	%	2.00	%
Corporate SG&A (millions)	$	328		69.00	%	3.34	%	2.30	%
Performance Product Sales (million tonnes)	3.51			—	%	10.00	%	—	%
ESG Scorecard				200.00	%	15.00	%	30.00	%
Diversity & Inclusion (3)	100		%	200.00	%	7.50	%	15.00	%
Safety & Sustainability (Risk Reduction) (4)	1,453			200.00	%	7.50	%	15.00	%
Environment Subset	375			200.00	%	3.75	%	7.50	%
Sustainability Subset	156			200.00	%	3.75	%	7.50	%
Corporate Sub-Plan Goals Total				102.50	%	80.00	%	82.00	%
(1) Non-GAAP measures are 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) Generally, payout is determined by average percent completion of diversity and inclusion self-education hours and training of our workforce below the senior leadership level including our hourly employees. Senior leadership, including the Named Executive Officers, must achieve 100% diversity and inclusion goal completion in order to receive a payout.
(4) Risk reduction metric is based on the number of engineering, substitution or elimination controls implemented to reduce risks identified in site risk registers. In addition to the total number of projects, there are also requirements for the number of environmental and sustainability projects. Performance is calculated on total, environmental, and sustainability projects and the lower performance score of the environmental and sustainability targets is averaged with the score for the total number of projects to obtain the overall score for this metric.


Strategic Goals (Weighted at 20% of Target Opportunity)		2022 Actual Payout % of Target
James (“Joc”) C. O’Rourke	Balance sheet and liquidity program improvements; strategic operational investment deployment; product pipeline and commercialization process acceleration; shareholder return optimization; progress on Mosaic’s six global strategic priorities	120.0%
Clint C. Freeland	Balance sheet and liquidity program improvements; progress on information technology transformation; progress on internal financial platform.	133.3%
Corrine D. Ricard	Launch Transformation 3.0; pilots of automated heavy equipment and robotics.	100.0%
Bruce M. Bodine	North America NextGen implementation; alternatives related to Transformation and NextGen; new applications for phosphates and production by-products.	93.3%
Walter F. Precourt III	Product portfolio and business development objectives; build the plant and soil health platform.	87.5%


Named Executive Officer	2022 Eligible Earnings		2022 Target Opportunity % of Base Salary	Corporate Group Goals Attainment (80% wtg.)	Strategic Goal Attainment (20% wtg.)	Total Payout %		Discretionary Adjustment		2022 Actual Payout
James ("Joc") C. O'Rourke	$	1,291,688	140%	102.5%	120.0%	106.0	%	$	(271,300)	$	1,645,400
Clint C. Freeland	712,500		80%	102.5%	133.3%	108.7	%	(85,500)		533,900
Corrine D. Ricard	595,250		75%	102.5%	100.0%	102.0	%	(67,000)		388,300
Bruce M. Bodine	601,000		75%	102.5%	93.3%	100.7	%	(67,600)		386,100
Walter F. Precourt III	586,000		75%	102.5%	87.5%	99.5	%	(65,900)		371,400


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 Senior Vice President - Human Resources –internal and external factors including market data for other Named Executive Officers
			•Periodically reviews environmental, social and governance matters that are relevant to the Committee’s oversight responsibilities, including the Human Capital report for inclusion in the 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 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 listing standards of the NYSE and concluded the engagement did not raise any conflict of interest. In 2022, Pay Governance did not provide us with any services other than those in support of 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 –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 environmental, health and safety measures.


2022 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	6,884	50.74%
United States	3,808	28.07%
Canada	1,918	14.14%
Peru	691	5.09%


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)
2022	$	12,063,106	$	37,592,472	$	3,517,094	$	8,554,327	$	208.92	$	162.82	$	3,583	$	5,340
2021	12,297,011		41,855,959		3,629,671		10,030,746		185.18		156.64		1,631		2,884
2020	12,788,259		17,070,893		3,843,282		4,784,098		107.57		106.76		666		734