Mosaic Co DEF 14A, filed Apr 16, 2025

Mosaic Co (MOS)

DEF 14A 2025-04-16 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Mosaic Co filed this DEF 14A on April 16, 2025.

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1.			Election of 12 directors for a one-year term until the 2026 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, 2025;
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 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof.


	Page			Page

SUMMARY INFORMATION	4		BENEFICIAL OWNERSHIP OF SECURITIES	76
The 2025 Annual Meeting of Stockholders	4		Ownership of Securities by Directors and Executive Officers	76

Where to Find Information	4
			Ownership of Securities by Others	77
Voting Matters and Board of Director Recommendations	4

Director Nominees	5		STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS	77

Corporate Governance Highlights	6

Executing our Strategy	7
			2024 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K	78
Financial Highlights	8
Executive Compensation Overview	8
			HOUSEHOLDING OF PROXY MATERIAL	78
Sustainability	9

Frequently Asked Questions	10		OTHER MATTERS	78


PROXY STATEMENT	11		QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	79


PROPOSAL NO. 1 - ELECTION OF DIRECTORS	11
			Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	79
2025 Director Nominees	12

Directors’ Skills Matrix	18

Nomination and Selection of Directors	18		How can I attend the meeting?	79

Director Qualifications	19		Who is entitled to vote at the meeting?	79

Retirement from the Board	19		What are my voting rights?	79

			How many shares must be present to hold the meeting?	80
DIRECTOR STOCK OWNERSHIP GUIDELINES	20
			How do I vote my shares?	80
CORPORATE GOVERNANCE	20
			What is the difference between a stockholder of record and a “street name” holder?	80
Board Independence	21

Board Oversight of Risk	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?	80
Committees of the Board of Directors	22

Other Corporate Governance Policies and Practices	25

			What does it mean if I receive more than one Internet Notice or proxy card?	81
Code of Business Conduct and Ethics	29


DIRECTOR COMPENSATION	29		Can I vote my shares in person at the meeting?	81

Overview	29		What vote is required for the election of directors and the other proposals to be approved?	81

Director Compensation Policy	29

2024 Non-Employee Director Compensation Table	30		How are votes counted?	81

			How does the Board of Directors recommend that I vote?	81
EXECUTIVE COMPENSATION	31
		What if I do not specify how I want my shares voted?	82
Compensation Discussion and Analysis	31
		Can I change my vote after submitting my proxy?	82
Compensation and Human Resources Committee Report	50
		Who pays for the cost of proxy preparation and solicitation?	82

Compensation Risk Analysis	50

CEO Pay Ratio	51

Pay Vs. Performance	52	APPENDIX A: PERFORMANCE METRICS	A- 1

Executive Compensation Tables	55


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


Report of the Audit Committee	72

Fees Paid to Independent Registered Public Accounting Firm	73



Pre-Approval of Independent Registered Public Accounting Firm Services	73




PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	74




PROPOSAL NO. 3 – ADVISORY VOTE ON COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS	74


			Date:						May 29, 2025
			Time:						10:00 a.m. Eastern Time
			Virtual Meeting:						www.virtualshareholdermeeting.com/MOS2025
			Record Date:						April 2, 2025


Corporate website:						www.mosaicco.com
Investor website:						https://investors.mosaicco.com
2024 Annual Report:						www.mosaicco.com/proxymaterials


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


	2024		2023
Net Sales (in millions)	$	11,122.8	$	13,696.1
Net Income (in millions)	$	174.9	$	1,164.9
Diluted Net Earnings per Share	$	0.55	$	3.50
Operating Earnings (in millions)	621.5		$	1,338.1


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			The Mosaic Company Incentive Compensation Recovery (Clawback) Policy is intended 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 adoption of the Clawback Policy, 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 the Named Executive Officers; perquisites are limited to restoration provisions and those that require a specific business rationale.


Non-Employee Director	Shares Included Under Guidelines		Value (1) in Excess of Guidelines	Market Value of Shares (2)
	Shares (#)	Value ($) (1)	($)	($)
Cheryl K. Beebe	47,265	1,408,279	783,279	1,251,105
Gregory L. Ebel	143,050	4,490,850	3,490,850	2,992,434
Timothy S. Gitzel	74,654	1,858,931	1,233,931	1,976,091
Emery N. Koenig	81,355	2,345,479	1,720,479	2,153,467
Jody L. Kuzenko (3)	7,886	242,998	—	208,742
Sonya C. Little(3)	2,413	64,717	—	63,872.11
David T. Seaton	50,030	1,620,522	995,522	1,324,294
Kathleen M. Shanahan(3)	2,413	64,717	—	63,872.11
João Roberto Gonçalves Teixeira (3)	12,242	245,208	—	324,046
Gretchen H. Watkins (3)	31,061	625,007	7	822,185
Kelvin R. Westbrook	55,352	1,219,423	594,423	1,465,167


			•allows our independent Board Chair to focus on governance oversight and advice to 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;
			•approves the agenda for each regular Board meeting in consultation with the CEO;
			•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.


			•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.


o			Preliminary Proxy Statement


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material under §240.14a-12


			•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	$	144,750	$	174,999	$	13,780	$	333,529
Gregory L. Ebel	$	195,000	$	262,499	$	23,063	$	480,562
Timothy S. Gitzel(5)	C$	195,934	$	174,999	C$	18,798	C$	389,731
Emery N. Koenig	$	138,750	$	174,999	$	13,780	$	327,529
Jody L. Kuzenko(5)	C$	128,450	$	174,999	C$	1,071	C$	304,520
David T. Seaton	$	120,000	$	174,999	$	13,780	$	308,779
Steven M. Seibert(5)	$	80,508	$	—	$	13,780	$	94,288
João Roberto Gonçalves Teixeira	$	120,000	$	174,999	$	4,701	$	299,700
Gretchen H. Watkins	$	120,000	$	174,999	$	13,780	$	308,779
Kelvin R. Westbrook(6)	$	138,750	$	174,999	$	13,780	$	327,529


2024 Named Executive Officers (1)
Bruce M. Bodine			President and Chief Executive Officer
Clint C. Freeland			Executive Vice President and Chief Financial Officer
Karen A. Swager			Executive Vice President - Operations
Yijun (“Jenny”) Wang			Executive Vice President - Commercial
Walter F. Precourt III			Senior Vice President and Chief Administrative Officer
Corrine D. Ricard			Senior Advisor, Former Senior Vice President — Digital Strategy


	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 generally competitive with the 50th percentile of our peer group, with allowances for variances to account for performance, tenure, and special responsibilities.
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 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 stock grants may be awarded for recruitment, retention or promotional purposes. In 2024, we granted one off-cycle stock award to Ms. Wang, who has been promoted to Executive Vice President – Commercial, effective January 1, 2024.


Named Executive Officer	2024		% of Target Total Direct Compensation
Bruce M. Bodine (1)	$	1,200,000	11.6%
Clint C. Freeland (1)	$	800,000	19.9%
Karen A. Swager (1)	$	635,000	22.6%
Jenny Wang (1)	$	600,000	22.6%
Walter F. Precourt III (2)	$	650,000	23.7%
Corrine D. Ricard (2)	$	655,000	23.0%


Named Executive Officer	Target Opportunity as % of Base Salary	2024 Target Payout		% of Target Total Direct Compensation
Bruce M. Bodine	140%	$	1,680,000	16.2%
Clint C. Freeland	90%	$	720,000	17.9%
Karen A. Swager	75%	$	476,300	16.9%
Jenny Wang	75%	$	450,000	17.0%
Walter F. Precourt III	75%	$	487,500	17.8%
Corrine D. Ricard	75%	$	491,300	17.3%


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(1)	10%	•The metric is designed to measure Incentive-Adjusted Operating Earnings using the “Price Normalized Earnings” concept for each segment including Phosphate, Potash and Mosaic Fertilizantes, which focuses on managing cost control by emphasizing elements more directly under management's control. This approach aims to assess the execution of annual budget targets by adjusting for market price volatility, both on the upside and downside. •This approach drives the achievement of production targets and the management of both fixed and variable costs, allowing us to measure operating results without the external influence of commodity market fluctuations, which can significantly impact results in businesses exposed to such swings. •Includes also the Selling, General and Administrative (“SG&A”) expenses, with a focus on managing non-production costs, including headcount, third-party services, consulting firms, travel, general expenses, and others. •For incentive purposes, incentive-related expenses and mergers and acquisitions (“M&A“) expenses are excluded.
Performance Product Sales	10%	•Focuses on achieving sales of our premium products. The metric measures the total sales of MicroEssentials® (“MES”) and Aspire® as a percentage of total finished goods production volume. •Performance targets are primarily developed based on the annual budget, which generally exceeds the prior year actual performance.
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 in achieving its long-term targets, with a focus on workforce representation goals. ◦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 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 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)	$1,080	—%	$1,805	25%	$2,170	50%
Incentive Free Cash Flow (1) (millions)	$460	—%	$775	20%	$930	40%
Cost Control (2) (millions)		—%		10%		20%
Company-wide SG&A	$426	—%	$397	2%	$377	4%
Phosphate, Price Normalized Earnings(1)	$510	—%	$850	2.5%	$1,020	5%
Potash, Price Normalized Earnings(1)	$570	—%	$944	2.5%	$1,130	5%
Mosaic Fertilizantes, Price Normalized Earnings(1)	$250	—%	$421	2.25%	$500	4.5%
Mosaic Fertilizantes, Distribution Margin	$31	—%	$34	0.75%	$37	1.5%
Performance Product Sales (million tonnes)		—%		10%		20%
MicroEssentials (% of Production)	45.0%	—%	47.0%	9%	49.0%	18%
Aspire (% of Production)	4.3%	—%	5.0%	1%	5.5%	2%
ESG Scorecard		—%		15%		30%
Sustainability Goals (3)	2	—%	3	7.5%	5	15%
MMS Goals (4)	79	—%	83	7.5%	87	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 will be measured with a focus on the execution of the year’s budget targets, considering aspects of cost management within Leadership's control, adjusted for market volatility by removing unexpected gains and losses. The total cost control weighting is 10%, with the following breakdown: 20% Corporate Level SG&A, 50% North America (Phosphate and Potash) Normalized Earnings, and 30% Mosaic Fertilizantes Normalized Earnings (including Distribution Margin).
(3) The payout will be determined based on the Company’s progress in 2024 to achieve the long-term sustainability targets of our five workforce representation goals, with completion dates of 2025 and 2030. 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 based on the effectiveness and progress of the MMS, 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)	2024 Actual Performance			Performance Factor		Metric Weighting		2024 Actual Payout % of Target
Incentive Adjusted Operating Earnings (1) (millions)	$	1,262		30.0	%	25.0	%	7.2	%
Incentive Free Cash Flow (1) (millions)	$	445		—	%	20.0	%	—	%
Cost Control (2) (millions)				30.4	%	10.0	%	3.0	%
Company-wide SG&A	$	449		—	%	2.0	%	—	%
Phosphate, Price Normalized Earnings(1)	$	444		—	%	2.5	%	—	%
Potash, Price Normalized Earnings(1)	$	694		39.9	%	2.5	%	1.0	%
Mosaic Fertilizantes, Price Normalized Earnings(1)	$	333		50.9	%	2.25	%	1.1	%
Mosaic Fertilizantes, Distribution Margin	$	35		119.2	%	0.75	%	0.9	%
Performance Product Sales (million tonnes)				140.0	%	10.0	%	14.0	%
MicroEssentials (% of Production)	48.0		%	152.0	%	9.0	%	13.7	%
Aspire (% of Production)	4.5		%	24.0	%	1.0	%	0.2	%
ESG Scorecard				175.0	%	15.0	%	26.3	%
Sustainability Goals (3)	4 Goals			150.0	%	7.5	%	11.3	%
MMS Goals (4)	91			200.0	%	7.5	%	15.0	%
Strategic Goals	Achieved			100.0	%	20.0	%	20.0	%
Corporate Sub-Plan Goals Total						100	%	70.5	%
Discretionary Safety Adjustment								(15.0)	%
Final Corporate Adjusted Total								55.5	%


Meeting Strategic Goals (Weighted at 20% of Target Opportunity)		2024 Actual Payout % of Target
Bruce M. Bodine	•Enhance the resiliency of Mosaic’s operations; •Leverage in-country capabilities to drive value in key South American markets; •Enhance the impact of functional initiatives; •Optimize capital allocation across the business; •Promote actions that strengthen Mosaic’s brand as a responsible, safe, and inclusive company.	95.0%
Clint C. Freeland	•Execute shareholder return program and improve capital allocation to enhance Return on Capital Employed (“ROCE”); •Lead strategy review and refresh, ensuring initiatives are clearly defined and resourced; •Global Digital Acceleration (“GDA”): Achieve GDA go-live and advance organizational realignment with strong controls.	90.0%
Karen A. Swager	•Phosphates Strategy: Enhance competitiveness, drive ROCE and profitability, achieve 2 million tonnes/year in Florida by the end of the year, and path to realize $100 million in cost savings in Brazil. •Potash Execution: Drive ROCE and profitability, maximize Esterhazy output post-K3 expansion, maintain Belle Plaine performance. •EHS: Improve EHS performance, reduce incidents, and implement proactive risk reduction programs.	90.0%
Jenny Wang	•Enhance customer experiences and drive a customer-centric culture, while growing South America value and increasing fertilizer and performance product sales; •Drive growth in Mosaic Biosciences through investment optimization, geographic expansion, and increased value contribution in International Distribution; •Achieve a 9% increase in global performance products sales, with growth in MES and Aspire, while successfully launching and maximizing GDA.	92.5%
Walter F. Precourt III	•Restructure Public Affairs and HR organizations to accelerate key goals; •Rejuvenate talent development by rebuilding the team and refining the process for senior leader bench strength; •Deliver financial value by driving GDA outcomes, with Procurement planning savings through strategic sourcing, and Raw Materials refreshing the 5-year strategy.	100.0%
Corrine D. Ricard	Lead the implementation of the GDA project and the hypercare phase to a successful go-live in 2024.	100.0%


Named Executive Officer	2024 Eligible Earnings ($)	2024 Target Opportunity % of Base Salary	Corporate Group Goals Attainment	Discretionary Safety Adjustment	Corporate Group Goals Attainment After Adjustment	Strategic Goal Attainment (20% wtg.)	Total Payout %	2024 Actual Payout ($)
Bruce M. Bodine	1,200,000	140%	50.5%	(15.0)%	35.5%	95.0%	54.5%	915,600
Clint C. Freeland	800,000	90%	50.5%	(15.0)%	35.5%	90.0%	53.5%	384,946
Karen A. Swager	635,000	75%	50.5%	(15.0)%	35.5%	90.0%	53.5%	254,626
Jenny Wang	600,000	75%	50.5%	(15.0)%	35.5%	92.5%	54.0%	242,841
Walter F. Precourt III	643,750	75%	50.5%	(15.0)%	35.5%	100.0%	55.5%	267,791
Corrine D. Ricard	650,000	75%	50.5%	(15.0)%	35.5%	100.0%	55.5%	270,391


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 2024 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.


2024 Mosaic Peer Group
Air Products & Chemicals Inc.	DuPont de Nemours, Inc.	Newmont Mining Corp.
Alcoa Corporation	Eastman Chemical Company	Nutrien Ltd.
Barrick Gold Corporation	Ecolab Inc.	PPG Industries Inc.
Celanese Corp.	FMC Corporation	Teck Resources Limited
CF Industries Holdings, Inc.	Freeport-McMoRan Inc.	Westlake Chemicals Corporation
Corteva, Inc.


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	6,815	49.51%
United States	3,947	28.68%
Canada	1,988	14.44%
Peru	720	5.23%


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)
2024	9,880,653	6,249,396	3,461,371	1,560,908	123.81	151.67	175	1,126
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 ($)	CAP ($)
2024	9,880,653	(7,499,979)	5,603,269	(1,202,576)	(531,971)	6,249,396
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


Name and Principal Position	Fiscal Year	Salary ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(1)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
Bruce M. Bodine (6)	2024	1,200,000		7,499,979		915,600	—	265,074	9,880,653
President and Chief Executive Officer	2023	636,250		1,869,912		226,000	—	275,425	3,007,587
	2022	601,000		1,788,502		386,100	—	267,028	3,042,630
Clint C. Freeland	2024	800,000		2,499,983		384,946	—	254,184	3,939,113
Executive Vice President and Chief Financial Officer	2023	756,667		2,577,702		315,700	—	306,235	3,956,304
	2022	712,500		2,104,062		533,900	—	268,340	3,618,802
Karen A. Swager(7)	2024	635,000		1,700,019		254,626	(1,500)	229,482	2,588,145
Executive Vice President – Operations	2023	593,333		2,162,090		191,500	(25,600)	672,789	3,594,112

Jenny Wang(8)	2024	600,000		1,900,032		242,841		182,723	2,925,596
Executive Vice President - Commercial

Walter F. Precourt III(9)	2024	643,750		1,600,020		205,000	—	214,490	2,455,020
Senior Vice President and Chief Administrative Officer	2023	616,250		1,662,080		205,000	—	257,916	2,741,246
	2022	586,000		1,630,723		371,400	—	232,558	2,820,681
Corrine D. Ricard	2024	650,000		1,700,019		270,391	(19,000)	2,792,572	5,398,982
Senior Advisor, Former Senior Vice President - Digital Strategy	2023	590,171		1,766,022		205,200	(38,200)	1,168,159	3,691,352
	2022	595,250	1,788,502	388,300	(123,700)	1,937,910	4,586,262


Name	Value of TSR Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($)(a)
Bruce M. Bodine		18,005,683
Clint C. Freeland		6,001,894
Karen A. Swager		4,081,388
Jenny Wang		3,841,262
Walter F. Precourt III		3,841,262
Corrine D. Ricard		4,081,388