MOSAIC CO DEF 14A Filing

Ticker: MOS · Form: DEF 14A · Filed: 2024-04-24T00:00:00.000Z

Sentiment: neutral

Filing Stats: 4,500 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2024-04-24 06:41:40

Key Financial Figures

Filing Documents

Executive Compensation Overview

Executive Compensation Overview Our executive compensation program's target total direct compensation includes traditional base salary, short-term incentives tied to financial, operational and strategic performance and long-term incentives linked to stock price performance. The majority of target total direct compensation for 2023 was "at risk" based on performance. 2023 CEO Pay Mix 2023 Other NEO Pay Mix Although the value of RSUs at payout may vary from their value on the date of grant, we have included RSUs in our definition of "at risk" pay. If we don't consider RSUs to be "at risk", "at risk" pay for our CEO and other Named Executive Officers would be 60% and 54% , respectively. 2023 Say-on-Pay Results We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2023 Annual Meeting, approximately 95.6% of the votes cast were in favor of the advisory vote to approve the compensation of our Named Executive Officers. 7 Table of Contents Compensation Practices and Policies The Compensation and Human Resources Committee periodically reviews our executive compensation program to ensure that it remains consistent with our pay-for-performance philosophy and, as a whole, reflects what the Compensation and Human Resources Committee believes to be best practices among our peer group and the broader market. Highlights of our 2023 compensation practices and policies are presented below. What We Do A majority of target total direct compensation is at-risk and tied to performance. 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. 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 compensatio

Executive Compensation Overview

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

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

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 10 Table of Contents PROXY STATEMENT The Board of Directors ("Board") of The Mosaic Company ("Mosaic," the "Company," "we," us" or "our") is soliciting proxies for use at the 2024 Annual Meeting of Stockholders to be held on June 6, 2024, and at any adjournment or postponement of the meeting ("2024 Annual Meeting"). The proxy materials are first being mailed or made available to stockholders on or about April 24, 2024. For more information regarding the Company's 2023 performance, we have filed an annual report on Form 10-K with the Securities and Exchange Commission ("SEC") for the year ended December 31, 2023 (the "2023 10-K Report"), which is available at www.sec.gov. PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our Board has nominated 10 directors for election at the 2024 Annual Meeting. The director nominees, if elected, will serve until the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") or until their successors are elected and qualified. With the exception of Bruce M. Bodine and Jody L. Kuzenko, each nominee was previously elected at Mosaic's 2023 Annual Meeting of Stockholders ("2023 Annual Meeting"). The Corporate Governance and Nominating Committee, as it considered director succession planning, retained Egon Zehnder, an independent executive search firm, to assist with its director search activities and recommend candidates who satisfied the Board's criteria. Ms. Kuzenko, who has extensive knowledge and experience in mining as well as a d

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