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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement

 

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

 

x	Definitive Proxy Statement

 

¨	Definitive Additional Materials

 

¨	Soliciting Material Pursuant to §240.14a-12

 

The Mosaic Company

(Name of Registrant as Specified In Its Charter)

 

  

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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¨	Fee paid previously with preliminary materials.

 

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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				Headquarter Offices: Atria Corporate Center, Suite E490 3033 Campus Drive Plymouth, MN 55441 Telephone (763) 577-2700

April 1, 2015

Dear Stockholder:

You are cordially invited to attend The Mosaic Company’s 2015 Annual Meeting of Stockholders. The meeting will be held at the Crowne Plaza Hotel, 3131 Campus Drive, Plymouth, Minnesota 55441 and via the Internet at www.virtualshareholdermeeting.com/MOS15 on May 14, 2015, at 10:00 a.m. local time. A Notice of the Annual Meeting and a Proxy Statement covering the formal business of the meeting appear on the following pages. At the meeting we will report on our operations during the year ended December 31, 2014. Directions to the meeting are included at the end of the accompanying Proxy Statement.

We hope that you will be able to attend the meeting. However, even if you are planning to attend the meeting, please promptly submit your proxy vote by telephone or Internet or, if you received a copy of the printed proxy materials, by completing and signing the enclosed proxy card and returning it in the postage-paid envelope provided. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote in person, you will be able to do so even if you have previously returned your proxy card.

Your cooperation and prompt attention to this matter are appreciated. We look forward to seeing you at the Annual Meeting.

Sincerely,

 

James T. Prokopanko President and Chief Executive Officer

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				Headquarter Offices: Atria Corporate Center, Suite E490 3033 Campus Drive Plymouth, MN 55441 Telephone (763) 577-2700

 

 

Notice of 2015 Annual Meeting of Stockholders

 

 

To Our Stockholders:

The 2015 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held at the Crowne Plaza Hotel, 3131 Campus Drive, Plymouth, Minnesota 55441 on May 14, 2015, at 10:00 a.m. local time, to consider and act upon the following matters, each of which is explained more fully in the accompanying Proxy Statement:

 

1.

Election of eight directors for terms expiring in 2016, each as recommended by our Board of Directors;

 

2.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm to audit our financial statements as of and for the year ending December 31, 2015 and the effectiveness of internal control over financial reporting as of December 31, 2015, as recommended by our Audit Committee;

 

3.

An advisory vote to approve the compensation of our executive officers disclosed in the accompanying Proxy Statement; and

 

4.

Any other business that may properly come before the 2015 Annual Meeting of Stockholders or any adjournment or postponement thereof.

In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 18, 2015 are entitled to notice of and to vote at the 2015 Annual Meeting of Stockholders.

By Order of the Board of Directors

 

Mark J. Isaacson

Vice President, General Counsel and Corporate Secretary

April 1, 2015

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 14, 2015:

Our Proxy Statement and 2014 Annual Report are available at www.mosaicco.com/proxymaterials.

 

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PROXY STATEMENT

The Board of Directors (the “Board”) of The Mosaic Company is soliciting proxies for use at the 2015 Annual Meeting to be held on May 14, 2015, and at any adjournment or postponement of the meeting. The proxy materials are first being mailed or available to stockholders on or about April 1, 2015.

References in this Proxy Statement to “Mosaic” refer to The Mosaic Company and references to the “Company,” “we,” “us,” or “our” refer to Mosaic and its direct and indirect subsidiaries, individually or in any combination.

Through May 31, 2013, our fiscal year ended on May 31, and references in this Proxy Statement to fiscal 2013 or any prior fiscal year are to the twelve months ended May 31 of that year. As previously reported, we have changed our fiscal year end to December 31 from May 31 and references in this Proxy Statement to the “2013 Stub Period” are to the seven month transition period from June 1, 2013 through December 31, 2013. We have filed an annual report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2014 (the “2014 10-K Report”).

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Our Board has nominated eight directors for election at the 2015 Annual Meeting to hold office for one-year terms expiring in 2016.

Our Board currently consists of 12 members. Prior to the 2014 Annual Meeting, the Board was divided into three classes and members of each class were elected to serve three-year terms, with the term of office for each class ending in consecutive years. In accordance with our Bylaws and our Restated Certificate of Incorporation, as amended by the stockholders at the 2014 Annual Meeting, our Board is declassified and directors are nominated for election for a one-year term.

Our Board has nominated Nancy E. Cooper, Gregory L. Ebel, Denise C. Johnson, Robert L. Lumpkins, William T. Monahan, James L. Popowich, James T. Prokopanko and Steven M. Seibert, each of whom is currently serving as a director, to stand for re-election at the 2015 Annual Meeting for one-year terms expiring in 2016.

If one or more nominees should become unavailable to serve as a director, it is intended that shares represented by the proxies will be voted for such substitute nominee or nominees as may be selected by the Board.

Nomination and Selection of Directors

The Corporate Governance and Nominating Committee identifies and evaluates potential director candidates in a variety of ways:

 

•

Periodic solicitation of input from Board members.

 

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Consultations with senior management and director search firms.

 

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Candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws.

The Corporate Governance and Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines its nominees after considering the recommendation of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee evaluates all candidates on the same basis regardless of the source of the referral.

Our Bylaws provide that a stockholder entitled to vote at an annual meeting who wishes to nominate a candidate for election to the Board is required to give written notice to our Corporate Secretary of his or her intention to make such a nomination. In accordance with the advance notice procedures in our Bylaws, a notice

 

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of nomination is required to be received within the prescribed time and must contain certain information about both the nominee and the stockholder making the nomination as described in our Policy Regarding Identification and Evaluation of Potential Director Nominees. The full text of this policy is available on our website www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption. The Corporate Governance and Nominating Committee may require that the proposed nominee furnish other information to determine that person’s eligibility to serve as a director. Additionally, the notice of nomination must include a statement whether each such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election, an irrevocable resignation letter to be effective upon acceptance by the Board, in accordance with our Corporate Governance Guidelines. The remainder of the requirements of the advance notice procedures are described in this Proxy Statement under the caption “Stockholder Proposals and Nominations for the 2016 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.

Director Qualifications

In order to be nominated by the Board as a director, director nominees should possess, in the judgment of the Corporate Governance and Nominating Committee, the qualifications set forth in our Corporate Governance Guidelines, including:

 

•

Personal characteristics:

 

Ø

highest personal and professional ethics, integrity and values;

 

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an inquisitive and objective perspective; and

 

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practical wisdom and mature judgment;

 

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Broad experience at the policy-making level in international business, trade, agriculture, government, academia or technology;

 

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Expertise that is useful to us and complementary to the background and experience of other directors, so that an appropriate balance of skills and experience of the membership of the Board can be achieved and maintained;

 

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Willingness to represent the best interests of all stockholders and objectively appraise management performance;

 

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Involvement only in activities or interests that do not create a material conflict with the director’s responsibilities to us and our stockholders;

 

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

 

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A personality reasonably compatible with the existing Board members.

In evaluating director nominees, the Board and the Corporate Governance and Nominating Committee believe that diversity in the broadest sense, as stated in our Corporate Governance Guidelines, including background, experience, geographic location, gender and ethnicity, is an important consideration in the composition of the Board as a whole. The committee discusses diversity considerations in connection with each director candidate. When seeking the assistance of a director search firm to identify candidates, the Corporate Governance and Nominating Committee requests that the search firm consider diversity, in addition to other factors, in its search criteria.

Our Corporate Governance and Nominating Committee annually reviews our Corporate Governance Guidelines, including the provisions relating to diversity, and recommends to the Board any changes it believes appropriate to reflect best practices. In addition, our Board assesses annually its overall effectiveness by means of a self-evaluation process. This evaluation includes, among other things, a peer review and an assessment of the overall composition of the Board, including a discussion as to whether the Board has adequately considered diversity, among other factors, in identifying and discussing director candidates.

The full text of our Corporate Governance Guidelines is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

 

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Nominees for Election as Directors whose Terms Expire in 2016

 

Nancy E. Cooper Retired, former Executive Vice President and Chief Financial Officer CA Technologies   Age: 61   Director Since: October 2011   2014 Meeting Attendance: 95%   Independent: Yes   Mosaic Committee Membership: •  Audit (Chair) •  Corporate Governance and     Nominating		Ms. Cooper served as Executive Vice President and Chief Financial Officer of CA Technologies, an IT management software provider, from August 2006 until she retired in May 2011. Ms. Cooper joined CA Technologies with nearly 30 years of finance experience, including as Chief Financial Officer for IMS Health Incorporated, a leading provider of market intelligence to the healthcare industry, from 2001 to August 2006, and, prior to that, Reciprocal, Inc., a leading digital rights management and consulting firm. In 1998, she served as a partner responsible for finance and administration at General Atlantic Partners, a private equity firm focused on software and services investments. Ms. Cooper began her career at IBM Corporation where she held increasingly important roles over a 22-year period that focused on technology strategy and financial management.
		Skills and Qualifications:
		Financial Expertise and Leadership and Audit Committee Experience – Extensive experience as a Chief Financial Officer and in other financial leadership roles at several public companies, as well as service on the audit committee of two other public companies, allows her to serve as an “audit committee financial expert” within the meaning of SEC rules. Software Technology Experience – Experience in technology matters. Ethics and Compliance – Ethics and compliance focus. Risk Management – Executive experience in risk management.
		Other Board Service:
		•  Teradata Corporation (Audit Committee) •  Brunswick Corporation (Audit Committee)

 

Gregory L. Ebel Chairman, President and Chief Executive Officer Spectra Energy Corp   Age: 50   Director Since: October 2012   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •  Audit •  Compensation		Mr. Ebel has served as Chairman, President and Chief Executive Officer of Spectra Energy Corp which, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets, since April 2014. From January 2009 to April 2014, Mr. Ebel served as President as Chief Executive Officer of Spectra Energy. From January 2007 to January 2009, Mr. Ebel served as Group Executive and Chief Financial Officer of Spectra Energy and as President of Union Gas Limited, a subsidiary of Spectra Energy, from January 2005 until January 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. Mr. Ebel joined Duke Energy in March 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc.
		Skills and Qualifications:
		Executive Leadership – Breadth of senior executive and policy-making roles at Spectra Energy and Duke Energy, and in a number of leadership positions in the areas of finance, operations and strategic development. Financial Expertise and Leadership – Experience in financial matters and as a financial executive, including Chief Financial Officer of Spectra Energy and Vice President, Investor and Shareholder Relations of Duke Energy, allows him to serve as an “audit committee financial expert” within the meaning of SEC rules. Business Development – Experience in leading organization in the areas of strategic development and mergers and acquisitions at Spectra Energy and Duke Energy. Risk Management – Executive experience in risk management.
		Other Board Service:
		•  Spectra Energy Corp •  Spectra Energy Partners

 

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Denise C. Johnson Vice President and Officer – Integrated Manufacturing Operations Caterpillar, Incorporated   Age: 48   Director Since: May 2014   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •  Environmental, Health, Safety     and Sustainable Development		Ms. Johnson has served as Vice President of Material Handling and Underground Division of Caterpillar, Incorporated (“Caterpillar”), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives, since January 2015. Prior to becoming Vice President of Material Handling and Underground Division, Ms. Johnson served as Vice President and Officer – Integrated Manufacturing Operations from May 2013 to January 2015, as Vice President and Officer – Diversified Products Division from January 2013 to May 2013 and as General Manager – Specialty Products from May 2011 to January 2013 of Caterpillar. Ms. Johnson began her career at General Motors Corporation and continued at General Motors Company, an automobile and truck manufacturer, where she held increasingly important roles from 1989 through 2011, including President and Managing Director of General Motors do Brasil Ltda. from June 2010 to March 2011; Vice President and Officer, General Motors Labor Relations, from December 2009 to June 2010; Vehicle Line Director and Vehicle Chief Engineer, Global Small Cars, from April 2009 to December 2009; and Plant Manager, Flint Truck Assembly & Flint Metal Center Plants, from November 2008 to April 2009.
		Skills and Qualifications:
		Global Operational Leadership – Significant experience in leading complex global operations, labor negotiations and product development, improvement and launches. Operational Excellence – Experience in lean manufacturing and supply chain management. Strategic Business Planning – Experience in developing global leadership strategies to optimize core business value.

 

Robert L. Lumpkins Retired, former Vice Chairman and Chief Financial Officer Cargill, Incorporated   Non-Executive Chairman of Mosaic’s Board   Age: 71   Director Since: January 2004   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •  Corporate Governance and     Nominating (Chair)		Mr. Lumpkins served as Vice Chairman of Cargill from August 1995 to October 2006 and as its Chief Financial Officer from 1989 to 2005. As Vice Chairman of Cargill, Mr. Lumpkins played a key role in the formation of Mosaic through the combination of IMC and Cargill’s fertilizer businesses.
		Skills and Qualifications:
		Executive Leadership – Experience in various senior executive and policy-making roles at Cargill, including as Vice Chairman for over a decade; international management; strong and effective Board leadership and governance. Financial Expertise and Leadership – Served in various financial leadership roles at Cargill, including Chief Financial Officer for over ten years. Agricultural and Fertilizer Business Expertise; Formation of Mosaic – Experience in Cargill’s agricultural and fertilizer businesses and service as one of Cargill’s key leaders in the conception and formation of Mosaic; possesses unique strategic and business insights into our business.
		Other Board Service:
		•  Ecolab, Inc. (Chair, Safety, Health and Environment Committee; Audit Committee) •  Howard University •  Educational Testing Service •  Airgas, Inc. (2010 – August 2013) •  Webdigs, Inc. (2007 – 2010)

 

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William T. Monahan Retired, former Chairman of the Board, President and Chief Executive Officer Imation Corp.   Age: 67   Director Since: October 2004   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •  Audit •  Compensation (Chair)		Mr. Monahan served as Chairman of the Board, President and Chief Executive Officer of Imation Corp., a developer, manufacturer, marketer and distributor of removable data storage media products and accessories, from 1996 to 2004. Previously, he served as Group Vice President of 3M Company responsible for its Electro and Communications Group, Senior Managing Director of 3M’s Italy business and Vice President of 3M’s Data Storage Products Division.
		Skills and Qualifications:
		Executive and Operational Leadership – Broad experience as CEO, Chairman, and lead director of other public companies. Experienced in international management, financial management, mergers and acquisitions and corporate structure development. Marketing – Experienced in worldwide marketing and distribution, and business to business sales development. Executive Compensation Background – Strong background in executive compensation matters as a former CEO and in other executive roles, as well as his service as a member and chairman of compensation committees for other public companies, facilitates his leadership of our Compensation Committee. Risk Management – Executive experience in risk management.
		Other Board Service:
		•   PentairLtd. (Lead Director; Compensation Committee; Governance Committee) •   HutchinsonTechnology, Inc. (2000 – December 2012; Chair, Compensation Committee) •   SolutiaInc. (2008 – July 2012; Lead Director)

 

James L. Popowich Retired, former President and Chief Executive Officer Elk Valley Coal Corporation   Age: 70   Director Since: December 2007   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •   Compensation •   Environmental,Health, Safety and Sustainable Development		Mr. Popowich served as President and Chief Executive Officer of Elk Valley Coal Corporation (“EVCC”), a producer of metallurgical hard coking coal, in Calgary, Alberta, from January 2004 to August 2006, and as President of the Fording Canadian Coal Trust, (“Fording Coal”) a mutual fund trust that held a majority ownership interest in EVCC, from January 2004 until his retirement in December 2006. Mr. Popowich was Executive Vice President of EVCC from February 2003 to January 2004, and from March 1990 to June 2001 served as Vice President – Operations at Fording Coal. He was Past President of Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), an industry technical association dedicated to education and identifying best practices in the mineral industry from May 2008 through May 2009, and President of CIM from May 2007 to May 2008.
		Skills and Qualifications:
		Executive and Operational Leadership Experience – Significant executive and operational experience. Mining Experience – Extensive experience in the mining business, including both shaft and open-pit; member of the Association of Professional Engineers, Geologist and Geophysicists of Alberta; received the CIM Fellowship award for contributions to the coal industry in Canada; and serves as a consultant to the mining industry with a focus on operational excellence. Environment, Health, Safety, and Sustainability – Familiarity with addressing environmental, health, safety, corporate social responsibility and greenhouse gas matters in Canada.
		Other Board Service:
		•   CIM •   ClimateChange Central (an organization established by the Alberta government dedicated to the reduction of greenhouse gasses, 2002 – 2010)

 

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James T. Prokopanko President and Chief Executive Officer The Mosaic Company   Age: 61   Director Since: October 2004   2014 Meeting Attendance: 87.5%   Independent: No		Mr. Prokopanko has been our President and Chief Executive Officer since January 2007. He joined us as our Executive Vice President and Chief Operating Officer in July 2006, serving in such offices until he was elected President and Chief Executive Officer. Previously, he was a Corporate Vice President of Cargill from 2004 to 2006. He was Cargill’s Corporate Vice President with executive responsibility for procurement from 2002 to 2006 and a leader of Cargill’s Ag Producer Services Platform from 1999 to 2006. After joining Cargill in 1978, he served in a wide range of leadership positions, including being named Vice President of the North American crop inputs business in 1995. During his Cargill career, Mr. Prokopanko was engaged in retail agriculture businesses in Canada, the United States, Brazil, Argentina and the United Kingdom. Mr. Prokopanko is the sole director who is a member of management.
		Skills and Qualifications:
		Management Interface with Board – Principal interface between management and our Board; facilitates our Board’s performance of its oversight function by communicating the Board’s and management’s perspectives to each other. Agriculture/Fertilizer Business – Longstanding experience in the agriculture and fertilizer industry through executive and operational roles for Cargill.
		Other Board Service:
		•  Vulcan Materials Company (Compensation Committee; Governance Committee)

 

Steven M. Seibert Attorney The Seibert Law Firm   Age: 59   Director Since: October 2004   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •  Corporate Governance and     Nominating •  Environmental, Health, Safety     and Sustainable Development     (Chair)		Mr. Seibert is a land use and environmental attorney and has been a Florida Supreme Court-certified mediator for over 20 years. He has operated The Seibert Law Firm in Tallahassee, Florida since January 2003, and in early 2013 co-founded a strategy consulting firm, triSect, LLC. From July 2008 until September 2011, Mr. Seibert was Senior Vice President and Director of Strategic Visioning for the Collins Center for Public Policy, a non-partisan, non-profit policy research organization. He also served as the Executive Director of the Century Commission for a Sustainable Florida from 2005 until July 2008. Prior to re-starting his law practice in 2003, Mr. Seibert served as the Secretary of Florida’s Department of Community Affairs from 1999 to 2003, following his appointment by Governor Jeb Bush, and, before that, Mr. Seibert was an elected County Commissioner representing Pinellas County, Florida from 1992 to 1999.
		Skills and Qualifications:
		Government and Public Policy; Statewide and Local Issues in Florida – Service in various public policy and governmental roles in Florida, as well as his law practice, contribute to our Board’s understanding of public policy and other statewide and local issues in Florida, where most of our phosphate operations are located. Environment and Land Use Experience – Insights gained through his experience in environmental, land and water use and emergency management in Florida enhance our Board’s perspective on these matters. Facilitates his leadership of our Environmental, Health, Safety and Sustainable Development Committee.

 

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Directors Whose Terms Expire in 2016

 

Timothy S. Gitzel President and Chief Executive Officer Cameco Corporation   Age: 52   Director Since: 2013   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •   Audit •   Corporate Governance and Nominating		Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation, a uranium producer and provider of processing services required to produce fuel for nuclear power plants, since July 2011. From May 2010 to July 2011, Mr. Gitzel served as President of Cameco and from January 2007 to May 2010, as its Senior Vice President and Chief Operating Officer. Prior to joining Cameco, Mr. Gitzel was Executive Vice President, mining business unit for Areva SA in Paris, France from 2004 to January 2007 with responsibility for global uranium, gold, exploration and decommissioning operations in eleven countries, and served as President and Chief Executive Officer of Cogema Resources Inc., now known as Areva Resources Canada, from 2001 to 2004.
		Skills and Qualifications:
		Executive Leadership – Executive leadership experience in multi-national companies. Experience in Business, Government and Regulatory Affairs in Canada – Extensive experience in business, governmental and regulatory affairs in Canada and the Province of Saskatchewan, where most of our Potash business’ mines are located. Mining Experience – More than 19 years of senior management experience in Canadian and international uranium and mining activities including global exploration and decommissioning operations. Risk Management – Executive experience in risk management.
		Other Board Service:
		•  Cameco Corporation
William R. Graber Retired, former Senior Vice President and Chief Financial Officer McKesson Corporation   Age: 71   Director Since: October 2004   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •   Audit •   Corporate Governance and Nominating		Mr. Graber is the retired Senior Vice President and Chief Financial Officer of McKesson Corporation, a healthcare services company. Mr. Graber held this position since joining McKesson in February 2000 through his retirement in May 2004. From 1991 to 1999, Mr. Graber was with Mead Corporation where, prior to becoming Vice President and Chief Financial Officer, he served as Controller and Treasurer. From 1965 to 1991, Mr. Graber held a variety of financial management positions at General Electric Company. On February 21, 2015, Mr. Graber, who will attain the age of 72 in 2015, submitted his resignation as a director in accordance with the retirement policy described in this Proxy Statement. On March 5, 2015, the Board, upon the recommendation of its Corporate Governance and Nominating Committee, rejected the resignation and Mr. Graber accepted the Board’s request to continue to serve as a director until the Annual Meeting of Stockholders in 2016 or such other time prior to expiration of his term of office as mutually agreed by Mr. Graber and the Board.
		Skills and Qualifications:
		Financial Expertise and Leadership – Experience as Chief Financial Officer and other financial and accounting leadership roles for several other companies, facilitates his service on our Audit Committee and allows him to serve as an “audit committee financial expert” within the meaning of SEC rules. Executive Leadership: Extensive experience as both a senior executive and a director of other public companies in a wide variety of businesses, including cyclical businesses, short-cycle, long-cycle, manufacturing and service businesses. Risk Management – Executive experience in risk management.
		Other Board Service:
		•  Kaiser Permanente •  Archimedes, Inc. (2005 – 2013) •  Solectron Corporation (2004 – 2007)

 

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Emery N. Koenig Vice Chairman, Chief Risk Officer and member of Corporate Leadership Team Cargill, Incorporated   Age: 59   Director Since: October 2010   2014 Meeting Attendance: 100%   Independent: Yes   Mosaic Committee Membership: •   Environmental, Health, Safety and Sustainable Development		Mr. Koenig was elected the Vice Chairman and Chief Risk Officer of Cargill in September 2013 and has served as a member of its Corporate Leadership Team since December 2009. Previously, Mr. Koenig served as leader of Cargill Agricultural Supply Chain Platform from April 2006 to May 2014; as Executive Vice President and Chief Risk Officer of Cargill from June 2011 to September 2013; as Senior Vice President at Cargill from June 2010 to June 2011; and as leader of the Cargill Energy, Transportation and Industrial Platform from June 2007 to July 2011. Since joining Cargill in 1978, Mr. Koenig has had 14 years of agricultural commodity trading and managerial experience in various locations in the United States and 15 years in Geneva, Switzerland leading Cargill’s global trading and risk management activities. Mr. Koenig currently serves as Chairman of Black River Asset Management, a subsidiary of Cargill, a trustee for Minnesota Public Radio and a director of CARE USA and the Catholic Community Foundation.
		Skills and Qualifications:
		Executive Leadership – Experience in various senior executive and policy-making roles at Cargill, including broad experience in management of a global business. Financial Expertise and Leadership – Experience as executive and leader in commodity trading, international trading and asset management businesses. Risk Management – Executive experience in risk management functions of a large, multinational business. Agricultural Business Expertise – Extensive experience in agricultural commodity trading and management.
		Other Board Service:
		Cargill, Incorporated

 

David T. Seaton Chairman and Chief Executive Officer Fluor Corporation   Age: 53   Director Since: April 2009   2014 Meeting Attendance: 95%   Independent: Yes   Mosaic Committee Membership: •   Compensation •   Environmental, Health, Safety and Sustainable Development		Mr. Seaton is the Chairman and Chief Executive Officer of Fluor Corporation, a professional services firm. He was elected chairman in February 2012 and became a member of Fluor’s board of directors and Chief Executive Officer in February 2011. Prior to his appointment as Chief Executive Officer, Mr. Seaton was Chief Operating Officer of Fluor from November 2009 to February 2011. Mr. Seaton served as Senior Group President of the Energy and Chemicals, Power and Government business groups for Fluor from March 2009 to November 2009 and as Group President of Energy and Chemicals for Fluor from February 2007 to March 2009. Since joining Fluor in 1984, Mr. Seaton has held numerous positions in both operations and sales globally.
		Skills and Qualifications:
		Project Management – Extensive experience in leading major projects. Executive Leadership – Experience as a CEO and in other executive leadership and policy-making roles in a public company. Leadership of Global Operations – Experience in leadership of a large, global business. Energy and Chemicals Markets Experience – Experience in energy and chemicals markets.
		Other Board Service:
		•  Fluor Corporation (Chairman; Chair, Executive Committee)

 

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DIRECTOR STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines for non-employee directors. These guidelines call for each director to acquire shares with a value of at least $425,000 within five years of becoming a director. For purposes of computing a director’s holdings under our stock ownership guidelines, restricted stock units (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s status with respect to the ownership guidelines at February 28, 2015:

 

Director		Shares Included Under Guidelines				Value (1) in Excess of Guidelines
		#		Value (1)
Nancy E. Cooper (2)		9,944		$506,168		$81,168
Gregory E. Ebel (2)		9,584		$478,480		$53,480
Timothy S. Gitzel		5,141		$245,423		(2)
William R. Graber		25,283		$645,085		$220,085
Denise C. Johnson		3,144		$154,999		(2)
Emery N. Koenig		16,753		$868,433		$443,433
Robert L. Lumpkins		32,824		$1,339,947		$914,947
William T. Monahan		31,871		$956,561		$531,561
James L. Popowich		17,844		$685,373		$260,373
David T. Seaton		13,079		$668,052		$243,052
Steven M. Seibert		21,167		$809,961		$384,961

 

(1) Under our stock ownership guidelines for non-employee directors, restricted stock units are valued at the date of grant and other shares are valued at their date of purchase.

(2) Director has not yet completed five years of service. Ms. Cooper, Mr. Ebel, Mr. Gitzel and Ms. Johnson will complete five years of service on October 6, 2016, October 4, 2017, October 3, 2018 and May 15, 2019, respectively, if they remain as directors of Mosaic.

Our stock ownership guidelines for executive officers, including executive officers who are directors, are described under “Stock Ownership Guidelines” on page 63 in our Compensation Discussion and Analysis.

CORPORATE GOVERNANCE

Our Board oversees the management of our business and determines overall corporate policies. The Board’s primary responsibilities are directing our fundamental operating, financial and other corporate strategies and evaluating the overall effectiveness of our management. Prior to the 2014 Annual Meeting, our Board was divided into three classes and members of each class were elected to serve three-year terms, with the term of office for each class ending in consecutive years. In accordance with our Bylaws and our Restated Certificate of Incorporation, as amended by our stockholders at the 2014 Annual Meeting, our Board is declassified and directors are nominated for election for a one-year term.

Board Independence

The New York Stock Exchange (“NYSE”) listing standards require our Board to formally determine each year which directors of Mosaic are independent. In addition to meeting the minimum standards of independence adopted by the NYSE, we do not consider a director “independent” unless our Board affirmatively determines that the director has no material relationship with us that would prevent the director from being considered independent.

Our Board has adopted Director Independence Standards setting forth specific criteria by which the independence of our directors will be determined. These criteria include restrictions on the nature and extent of any affiliations directors and their immediate family members may have with us, our independent accountants, or

 

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any commercial or non-profit entity with which we have a relationship. A copy of our Director Independence Standards is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

Our Board, as recommended by the Corporate Governance and Nominating Committee, has determined that our directors, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, William R. Graber, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, James L. Popowich, David T. Seaton and Steven M. Seibert, are each “independent” under the NYSE rules and our Director Independence Standards and have no material relationships with us that would prevent the directors from being considered independent. In making its independence recommendations, our Corporate Governance and Nominating Committee reviewed all of our directors’ relationships with us based primarily on a review of each director’s response to questions regarding employment, business, familial, compensation and other relationships with us and our management. James T. Prokopanko is not independent because he is our current President and Chief Executive Officer.

Board Oversight of Risk

It is the role of management to operate the business, including managing the risks arising from our business, and the role of our Board to oversee management’s actions.

Management’s ERM Committee assists us in achieving our business objectives by creating a systematic approach to anticipate, analyze and review material risks. The ERM Committee consists of a cross-functional team of our executives and senior leaders. The ERM Committee has the responsibility for establishing the context of our ERM process, as well as identifying, analyzing, evaluating and ensuring that appropriate protocols are in place to mitigate the risks.

Our Board is responsible for oversight of our management of enterprise risk. Our Board provides guidance with regard to our enterprise risk management practices; our strategy and related risks; and significant operating, financial, legal, regulatory, legislative and other risk-related matters relating to our business. As an integral part of the Board’s oversight of enterprise risk management, the Board has directed the ERM Committee to review its activities with the full Board on a periodic basis, and the Board monitors management’s processes, reviews management’s risk analyses and evaluates our ERM performance. In addition, regularly-scheduled meetings of our Board from time to time include an in-depth review of one or more significant enterprise risk focus topics.

Pursuant to their respective charters, committees of our Board assist in the Board’s oversight of risk:

 

•

In accordance with its charter and NYSE governance requirements, our Audit Committee regularly reviews with management, our Vice President – Risk Advisory and Assurance Services, and our independent registered public accounting firm, the quality and adequacy of our system of internal accounting, financial, disclosure and operational controls, including policies, procedures and systems to assess, monitor and manage business risks, as well as compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and discusses with management and our Vice President – Risk Advisory and Assurance Services policies regarding risk assessment and risk management.

 

•

Our Environmental, Health, Safety and Sustainable Development (“EHSS”) Committee oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our businesses; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs.

 

•

Our Corporate Governance and Nominating Committee oversees succession planning for our CEO and oversees from a corporate governance perspective the manner in which the Board and its committees review and assess enterprise risk.

 

•

Our Compensation Committee oversees risks related to our executive and employee compensation policies and practices, as well as succession planning for senior management other than our CEO.

 

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Each of these Committees reports to the full Board on significant matters discussed at their respective meetings, including matters relating to risk oversight.

Committees of the Board of Directors

Our Board has four standing committees:

 

•

Audit;

 

•

Compensation;

 

•

Corporate Governance and Nominating; and

 

•

Environmental, Health, Safety and Sustainable Development.

Each of these Committees plays a significant role in the discharge of our Board’s duties and obligations. Each of the committees routinely meets in private session without the CEO or other members of management in attendance. Each of the four committees operates under a written charter. The charters are available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

 

Audit Committee
Five Members:
•   Nancy E. Cooper, Chair •   Gregory L. Ebel •   Timothy S. Gitzel •   William R. Graber •   William T. Monahan				The Board has determined that all of the Audit Committee’s members meet the independence and experience requirements of the NYSE and the SEC.   The Board has further determined that each of Nancy E. Cooper, Gregory L. Ebel and William R. Graber qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated by the SEC.
Meetings During 2014: Eight

Key Responsibilities: •    appointment, retention, compensation and oversight of the work of our independent registered public accounting firm;   •    reviewing the scope and results of the annual independent audit and quarterly reviews of our financial statements with the independent registered public accounting firm, management and internal auditor;   •    reviewing the internal audit plan and audit results;   •    reviewing the quality and adequacy of internal control systems with management, the internal auditor and the independent registered public accounting firm;   •    reviewing with the independent registered public accounting firm and management the application and impact of new and proposed accounting rules, regulations, disclosure requirements and reporting practices on our financial statements and reports; and   •    reviewing the Audit Committee Report included in this Proxy Statement.

 

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Compensation Committee
Four Members:
•       William T. Monahan, Chair •       Gregory L. Ebel •       James L. Popowich •       David T. Seaton				None of our Compensation Committee’s members are officers or employees of ours, and all of its members, including its Chair, meet the independence requirements of the NYSE and the SEC.
Meetings During 2014: Seven

Key Responsibilities: Assists the Board in oversight of compensation of our executives and employees and other significant human resource strategies and policies. This includes, among other matters, the principles, elements and proportions of total compensation to our CEO as well as other executive officers and key employees, the evaluation of our CEO’s performance and broad-based compensation, benefits and rewards and their alignment with our business and human resource strategies. The responsibilities of our Compensation Committee include, among others:   •  Chief Executive Officer Compensation:   Ø   reviewing and recommending to our independent directors the amount and mix of direct compensation paid to our CEO; and   Ø   establishing the amount and mix of executive benefits and perquisites for our CEO.   •    Other Executive Officers’ Compensation. Establishing the amount and nature of direct compensation and benefit programs for our other executive officers.   •     Severance, Change-in-Control and Other Termination Arrangements:   Ø   reviewing and recommending to our independent directors the levels of compensation under severance, change-in-control and other termination arrangements for our CEO;   Ø   establishing any change-in-control and other termination arrangements for our other executive officers; and   Ø   adopting appropriate forms of agreements reflecting such arrangements.   •     Incentive Plans:   Ø   reviewing and recommending to our Board performance goals and associated payout percentages under short- and long-term incentive plans for executive officers;   Ø   recommending to our independent directors awards under these plans to our CEO; and   Ø   approving awards under these plans to our other executive officers.   •    Other Benefit Plans. Overseeing the design and administration of our stock option, incentive and other executive benefit plans.   Also oversees:   •    our public disclosure of compensation matters in our proxy statements;   •    our solicitation of stockholder approval of compensation matters, including the advisory Say-on-Pay Proposal included in this Proxy Statement as Proposal No. 3;   •    risks related to our executive and employee compensation policies and practices, including the design of executive and employee compensation programs to mitigate financial, stockholder, reputation and operations risks; and   •    succession planning for senior management other than the CEO and related risks.

 

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		Additional information about our Compensation Committee’s responsibilities and its processes and procedures for consideration and determination of executive compensation is included in our Compensation Discussion and Analysis, under the titles “Compensation Philosophy and Objectives,” “Executive Compensation Setting Process and Participants,” and “Elements of Compensation.”

Delegations of Authority:
•    Our Compensation Committee’s charter provides that it may delegate its authority to a subcommittee of its members.   •    Our Compensation Committee also may delegate its authority when authorized to do so by one of our compensation plans. Our 2014 Stock and Incentive Plan and 2004 Omnibus Stock and Incentive Plan each expressly permits the committee to delegate authority as it deems appropriate.				Our Compensation Committee has from time to time delegated authority to its Chair to review and approve particular matters, including services and fees of its independent compensation consultant.   Our Compensation Committee has also from time to time delegated to certain members of senior management the authority to grant long-term equity awards within prescribed parameters to certain employees. The employees to whom such awards have been made have not included any of our executive officers.

 

Corporate Governance and Nominating Committee
Five Members:
•       Robert L. Lumpkins, Chair •       Nancy E. Cooper •       Timothy S. Gitzel •       William R. Graber •       Steven M. Seibert
		All of the members of the Corporate Governance and Nominating Committee are independent.

Meetings During 2014: Four
Key Responsibilities:   •    recommending to the Board a set of corporate governance principles and providing ongoing oversight of governance;   •    recommending to the Board nominees for director;   •    recommending to the Board all committee assignments;   •    developing a compensation and benefits program for the Board;   •    overseeing the Board and committee annual evaluation process;   •    overseeing from a corporate governance perspective the manner in which the Board and its Committees review and assess enterprise risk;   •    reviewing and approving certain transactions involving related persons; and   •    reviewing the succession plan for the CEO.

 

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Environmental, Health, Safety and Sustainable Development Committee

Five Members: •       Steven M. Seibert, Chair •       Denise C. Johnson •       Emery N. Koenig •       James L. Popowich •       David T. Seaton

Meetings During 2014: Four

Key Responsibilities:   Provides oversight of our environmental, health, safety and sustainable development (“EHSS”) strategic vision and performance, including the safety and health of employees and contractors; environmental performance; the systems and processes designed to manage EHSS risks, commitments, public responsibilities and compliance; relationships with and impact on communities with respect to EHSS matters; public policy and advocacy strategies related to EHSS issues; and achieving societal support of major projects. Its responsibilities include, among others:   •    overseeing the effectiveness of management’s systems, policies and processes that support our EHSS goals, commitments and compliance obligations;   •    conducting an annual environment, health and safety management system review;   •    reviewing with management compliance with environmental, health and safety laws, and pending or threatened environmental, health and safety proceedings;   •    overseeing management’s responses to significant emerging EHSS issues;   •    reviewing sustainability issues, including product stewardship;   •    reviewing our interactions relating to EHSS matters with communities, customers and other key stakeholders; and   •    overseeing the management of EHSS risks.

Other Policies and Practices Relating to the Board of Directors

Board Leadership Structure

As provided in our Corporate Governance Guidelines, our Board retains the right to exercise its discretion in combining or separating the offices of Chairman and CEO. Our Board believes that this issue is part of the succession planning process and that it is in the best interests of Mosaic for the Board to make a determination when it elects a new CEO.

At the present time, we have separated these two offices, with Mr. Lumpkins serving as our non-executive Chairman and Mr. Prokopanko serving as our CEO. In continuing the separation of the offices of Chairman and CEO, our Board has taken into account a number of factors, including:

 

•

Separating these positions allows our non-executive Chairman to focus on the Board’s role of providing advice to, and independent oversight of, management; and

 

•

The time and effort our CEO needs to devote to the management and operation of Mosaic, and the development and implementation of our business strategies.

In his role as non-executive Chairman, Mr. Lumpkins, among other things:

 

•

Leads the Board’s process for assessing the performance of the CEO;

 

•

Acts as a liaison between the Board and senior management;

 

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•

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.

Evaluation of Board Performance

In order to continue to evaluate and improve the effectiveness of the Board, under the guidance of the Corporate Governance and Nominating Committee, our directors annually evaluate the Board’s performance, including the performance of each Board committee. The evaluation process includes a survey of the individual views of directors, a summary of which is then shared with the Board, as well as individual peer review. The Corporate Governance and Nominating Committee annually evaluates its own performance as well as the performance of the Board as a whole, including peer review, and each other Board committee annually evaluates its own performance.

Private Sessions of Non-Management Directors

The non-management directors meet in private session at each regular Board meeting without the CEO or other members of management in attendance. Our Chairman of the Board, Robert L. Lumpkins, presides at these sessions. Similarly, all Board committees regularly meet in executive session without management. In addition, our independent directors meet separately in executive session without the presence of any other non-management directors at least annually.

Compensation of Directors

Non-Employee Directors. The Corporate Governance and Nominating Committee reviews our director compensation program on an annual basis to ensure that it is competitive with market practices. Although matters of director compensation ultimately are the responsibility of the full Board, the Corporate Governance and Nominating Committee evaluates director compensation levels, makes recommendations regarding the structure of director compensation, and develops a director pay philosophy that is aligned with the interests of our stockholders. Although our director compensation program is reviewed annually, our Corporate Governance and Nominating Committee expects that, absent special circumstances, director compensation levels would be adjusted no more frequently than every two years.

As provided in our Corporate Governance Guidelines, our Corporate Governance and Nominating Committee, in making recommendations regarding director compensation, is guided by three goals:

 

•

Compensation should fairly pay directors for work required for a company of our size and scope;

 

•

Compensation should align directors’ interests with the long-term interests of stockholders; and

 

•

The structure of compensation should be simple, transparent and easy for our stockholders to understand.

In the course of conducting its review of director compensation, the Corporate Governance and Nominating Committee from time to time reviews various formal studies regarding director compensation practices at public companies, as well as a variety of other data sources. Our Corporate Governance and Nominating Committee also has the sole authority to select, retain and terminate an independent compensation consultant and to approve the consultant’s fees and other retention terms. In addition, our Corporate Governance and Nominating Committee routinely seeks information from management on matters for consideration by our Corporate Governance and Nominating Committee. Our Vice President, General Counsel and Corporate Secretary participates in meetings of our Corporate Governance and Nominating Committee but is not generally present during private sessions.

No changes to our director compensation policy were made in 2014. We have included a description of our non-employee director compensation under “Director Compensation” on page 30.

 

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Employee Directors. Employee directors (currently, Mr. Prokopanko) receive no fees or remuneration for service on the Board or any committee of the Board.

Attendance

Directors are expected to regularly attend Board meetings and meetings of committees on which they serve and to spend the time necessary to properly discharge their responsibilities. In addition to attendance at Board and committee meetings, directors discharge their responsibilities throughout the year by personal meetings and telephone contact with our executive officers and others regarding our business and affairs. Our full Board held five regular and three special meetings during 2014. Each director was present for at least 87% of the aggregate number of meetings of the Board and committees of the Board of which such director was a member that occurred during 2014 and subsequent to the election of such director to the Board.

All directors and director nominees for election or re-election to the Board at an Annual Meeting of Stockholders are expected to attend that annual meeting. Last year, all of our then serving directors and our director nominee attended the 2014 Annual Meeting.

Majority Vote Standard for Election of Directors

Our Bylaws provide that in uncontested elections a nominee for director will be elected to our Board if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election. The vote standard for directors in a contested election (an election in which the number of nominees for director is greater than the number of directors to be elected) is a plurality of the votes cast at the meeting.

In accordance with our Corporate Governance Guidelines, our Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following their failure to receive the required vote for election or re-election at the next meeting at which they would face election or re-election, an irrevocable resignation letter that will be effective upon acceptance by our Board. In addition, our Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation letter, promptly following their appointment to our Board.

Our Corporate Governance Guidelines further provide that if an incumbent director fails to receive the required vote for re-election, our Corporate Governance and Nominating Committee will act within 90 days after certification of the stockholder vote to determine whether to accept the director’s resignation, and will submit a recommendation for prompt consideration by our Board. Our Corporate Governance and Nominating Committee and our Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. Our Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation.

Thereafter, our Board will promptly disclose its decision and decision-making process regarding whether to accept the director’s resignation offer (and the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC.

If directors constituting less than a quorum of the members of our Corporate Governance and Nominating Committee receive the required vote in favor of their elections in the same election, then those independent directors who did receive the required vote will appoint a committee amongst themselves to consider the resignation offers and recommend to our Board whether to accept any or all of them. Furthermore, if the only directors who received the required vote in the same election constitute three or fewer directors, all independent directors may participate in the decision regarding whether to accept any or all of the tendered resignations.

Each director nominee named in this Proxy Statement has offered to tender an irrevocable resignation as a director in accordance with our Corporate Governance Guidelines, which resignation will become effective if he or she fails to receive the required vote for election at the annual meeting and our Board accepts his or her resignation.

 

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Retirement from the Board

The Board has a retirement policy which provides that a non-employee director will voluntarily retire from the Board by submitting a letter of resignation to the Chairman to be effective not later than the date on which our Annual Meeting of Stockholders is to be held during the calendar year in which the non-employee director has attained or will attain the age of 72. A director who meets this criteria shall submit his or her letter of resignation without regard to the term for which he or she was previously elected to the Board. In addition, it is the policy of the Board that employee-directors (other than the CEO) resign from the Board upon their retirement from Mosaic. The Board also has a policy that any non-employee director or the CEO of Mosaic submit his or her resignation if he or she has a material change in employment, is the subject of media attention that reflects unfavorably on his or her continued service on the Board or has an unresolved conflict of interest with Mosaic. The Board will accept or reject any of the foregoing resignations based on the best interests of Mosaic.

Communications with the Board

The Board believes that accessibility to the members of our Board is an important element of our corporate governance practices and, pursuant to the recommendation of the Corporate Governance and Nominating Committee, has adopted a policy regarding communications with our Board. The policy sets forth the methods of communication with the Board as a whole and with individual directors. Pursuant to the policy, our Vice President, General Counsel and Corporate Secretary serves as confidential intermediary between stockholders or other interested parties and our Board.

Stockholders and interested parties are offered several methods for communication with the Board, including via e-mail and through a toll-free telephone number monitored by the office of our Vice President, General Counsel and Corporate Secretary. They may:

 

•

contact our Board via our toll-free telephone number at (877) 261-2609 inside the United States, or call collect to (503) 726-3224 outside the United States;

 

•

send written communication in care of our Vice President, General Counsel and Corporate Secretary at The Mosaic Company, Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441;

 

•

send e-mail messages to our Board, including the presiding director of our non-management directors or the non-management directors as a group, to directors@mosaicco.com; or

 

•

send communications relating to accounting, internal accounting controls or auditing matters by means of e-mail messages to auditchair@mosaicco.com.

Any such communications by employees may be made on a confidential and/or anonymous basis. Stockholders making such communication are encouraged to state that they are security holders and provide the exact name in which their shares are held and the number of shares held.

It is the responsibility of our Vice President, General Counsel and Corporate Secretary to process in a timely manner each communication from stockholders or other interested parties and to forward such communications:

 

•

for communications addressed to the Board as a whole, to the Chairman of the Board;

 

•

for communications addressed to the presiding director of the non-management directors’ private sessions or to the non-management directors as a group, to the director designated by the Corporate Governance and Nominating Committee;

 

•

for communications addressed to a committee of the Board, to the chair of such committee;

 

•

for communications addressed to an individual director, to such named director; and

 

•

for communications relating to accounting, internal accounting controls or auditing matters, to the members of the Audit Committee.

 

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“Spam” such as advertising, solicitations for business, requests for employment or requests for contributions will not be forwarded.

Our Vice President, General Counsel and Corporate Secretary, or a member of his staff under his direction, may handle in his discretion any communication that is described within any of the following categories:

 

•

routine questions, complaints and comments that management can appropriately address;

 

•

routine invoices, bills, account statements and related communications that management can appropriately address;

 

•

surveys and questionnaires; and

 

•

requests for business contacts or referrals.

In that case, he will provide a copy of the original communication to the Chairman of the Board (or to the Chair of the Corporate Governance and Nominating Committee) and advise of any action taken with respect to the communication. Our Vice President, General Counsel and Corporate Secretary, or a member of his staff, will forward any communications not clearly addressed as set forth above to the Chairman of the Board for handling.

Our Vice President, General Counsel and Corporate Secretary, or a member of his staff under his direction, will maintain a summary log of all communications (other than those excluded as described above), and on a periodic basis will provide to the Chairman of the Board (or to the Chair of the Corporate Governance and Nominating Committee) a copy of all log entries made (to the extent any communications have been received) since the immediately preceding report was provided. Our Vice President, General Counsel and Corporate Secretary will promptly provide to any director, upon his or her request, a copy of any part, or all, of the log.

Any director receiving such communications may, at his or her discretion, forward copies of any such communications to any other directors, any Board committee, the other non-employee directors or the entire Board for information and/or action as deemed appropriate.

The full text of our policy regarding stockholder communications with the Board is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

Policy and Procedures Regarding Transactions with Related Persons

Our Board, upon the recommendation of the Corporate Governance and Nominating Committee, has adopted a Related Person Transactions Approval Policy. A copy of the policy is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

This policy delegates to our Corporate Governance and Nominating Committee responsibility for reviewing, approving or ratifying transactions with “related persons” that are required to be disclosed under the rules of the SEC. Under the policy, a “related person” includes any director, executive officer or 5% stockholder and members of their immediate family.

Our Related Person Transactions Approval Policy applies to transactions that involve a related person where we are a participant and the amount involved exceeds, or is reasonably expected to exceed, $120,000, and in which the related person otherwise has a direct or indirect material interest, as well as any amendment or modification to an existing related person transaction.

No director may participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director is required to provide to the Corporate Governance and Nominating Committee all material information concerning the related person transaction as may be requested by the

 

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committee. Any related person transaction that is not approved or ratified, as the case may be, will be voided, terminated or amended, or such other actions will be taken in each case as determined by the Corporate Governance and Nominating Committee so as to avoid or otherwise address any resulting conflict of interest.

Related person transactions under the policy do not include:

 

•

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 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.

In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominating Committee will consider, among others, the following factors to the extent it deems relevant:

 

•

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.

Director Education Policy

Our Board believes that our stockholders are best served by a board of directors comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to board

 

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service. Our Board has adopted a Director Education Policy that encourages all directors to pursue ongoing education and development studies on topics that they deem relevant given their individual backgrounds and committee assignments on the Board. In order to facilitate ongoing education, our management provides to our directors on a periodic basis pertinent articles and information relating to our business and our competitors and to corporate governance and regulatory issues, as well as presentations by subject matter experts on new legal and regulatory requirements. We also maintain a membership for each of our directors in an organization dedicated to corporate governance and ongoing education, and fund the reasonable costs of attending director education programs. Directors serving on multiple boards are encouraged to obtain pro rata reimbursement of their director education expenses from each corporation that they serve. Prior approval for attendance is obtained from the chair of the Corporate Governance and Nominating Committee in each case where a director intends to seek reimbursement of the cost of attendance.

Code of Business Conduct and Ethics

Our Board and management are dedicated to sound corporate governance principles. Our Code of Business Conduct and Ethics (the “Code of Ethics”) is a statement of our high standards for ethical and legal compliance, and it governs the manner in which we conduct our business. All of our employees, officers, directors, agents and representatives, including consultants, are expected to comply with our Code of Ethics. Each of our directors and officers, as well as over 3,300 other employees, is requested annually to certify compliance with the Code of Ethics. A copy of our Code of Ethics is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

 

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DIRECTOR COMPENSATION

Non-Employee Directors

The director compensation policy in effect for 2014 provides for cash compensation to non-employee directors as follows:

 

•

an annual cash retainer of $180,000 to our Chairman of the Board and $90,000 to each other director;

 

•

an annual cash retainer of $20,000 to the Chair of our Audit Committee;

 

•

an annual cash retainer of $15,000 to the Chair of our Compensation Committee; and

 

•

an annual cash retainer of $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

In addition, the policy in effect during 2014 provided for a single annual grant of restricted stock units, valued at $260,000 for our Chairman of the Board and $155,000 for each other non-employee director. Additional information about our annual grants of restricted stock units to directors is included in note (4) to the Non-Employee Director Compensation Table below.

We also reimburse our directors for travel and business expenses incurred in connection with meeting attendance. We do not pay meeting fees, and we do not provide any perquisites to our non-employee directors except for reimbursement of travel expenses when spouses attend Board functions.

Employee Directors

Directors who are employees receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which they are employees. During 2014, James T. Prokopanko, our current CEO, was both an employee and a director. All of our compensation to our CEO for 2014 is set forth under “Executive Compensation Tables” beginning on page 64.

The following table and accompanying narrative and notes provide information about our compensation for service during 2014 by directors who were not employees at any time during 2014.

2014 Non-Employee Director Compensation Table

 

Name		Fees Earned or Paid in Cash ($) (1)(2)		Stock Awards ($) (3)(4)(5)		All Other Compensation ($) (6)		Total ($)
Nancy E. Cooper		110,000		154,999		7,197		272,196
Gregory L. Ebel		90,000		154,999		—		244,999
Timothy S. Gitzel		90,000		154,999		—		244,999
William R. Graber		90,000		154,999		7,197		252,196
Denise C. Johnson		56,621		154,999		—		211,620
Emery N. Koenig		90,000		154,999		7,197		252,196
Robert L. Lumpkins (7)		190,000		260,008		12,073		462,081
William T. Monahan		105,000		154,999		7,197		267,196
James L. Popowich		90,000		154,999		7,197		252,196
David T. Seaton		90,000		154,999		7,197		252,196
Steven M. Seibert		100,000		154,999		7,197		262,196

 

(1)	Reflects the aggregate amount of the cash retainers paid for 2014.

 

(2)

Our unfunded non-qualified deferred compensation plan permits a director to elect to contribute up to 100% of the director’s fees on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance accrues gains or losses at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available for selection

 

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by participants as investments under the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code (“Code”), except that our Common Stock is excluded. Because the rate of return is based on actual investment measures, no above-market earnings are paid. One director participated in the non-qualified deferred compensation plan during 2014.

 

Our non-qualified deferred compensation plan provides that our Board, as constituted immediately before a change-in-control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan.

 

(3)	Reflects the grant date fair value for restricted stock units granted to directors, determined in accordance with Accounting Standards Codification (“ASC”) 718. The assumptions used in our valuation of these awards are discussed in note 18 to our audited financial statements for 2014.

 

(4)	The date of our annual grant of restricted stock units to non-employee directors in 2014 was May 15, 2014, the date of our 2014 Annual Meeting.

 

We establish the number of shares subject to the grant of restricted stock units by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant.

 

The restricted stock units granted in 2014 to non-employee directors will vest completely on the date of the 2015 Annual Meeting. If a director ceases to be a director prior to vesting, the director will forfeit the restricted stock units except in the event of death (in which case the restricted stock units will vest immediately) or unless otherwise determined by our Corporate Governance and Nominating Committee. For vested restricted stock units, Common Stock will be issued immediately, in the event of the director’s death, or on the second anniversary of the vesting date, except that restricted stock units of a director who is removed for cause will be forfeited. The restricted stock unit awards granted in 2014 to non-employee directors include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid at the same time as we issue shares of our Common Stock after the awards vest. A director may elect that up to half of the restricted stock units granted to the director in 2014 be paid in cash rather than shares of Common Stock.

 

(5)	The following table shows the number of restricted stock units held at December 31, 2014 by each director who was not an employee at any time during 2014:

 

Director				Restricted Stock Units Held at December 31, 2014 (#)		Vesting Date  (a)
Robert L. Lumpkins				4,719		10/4/2013
				3,350		5/15/2014
				5,274		(b)
Each of Nancy E. Cooper, Gregory L. Ebel, William R. Graber, Emery N. Koenig, William T. Monahan, James L. Popowich, David T. Seaton and Steven M. Seibert				2,813 1,997 3,144		10/4/2013 5/15/2014 (b)
Timothy S. Gitzel				1,997		5/15/2014
				3,144		(b)
Denise C. Johnson				3,144		(b)

 

(a)

These restricted stock units vest or vested on the earlier of (a) the date indicated in this column or (b) subject to the approval of the Corporate Governance and Nominating Committee in its sole discretion, a director’s departure from the Board, for reasons other than removal for cause, before the one year anniversary of the date of grant. See note (4) above with respect to issuance of Common Stock following the vesting date.

 

(b)

These restricted stock units vest on the date of the 2015 Annual Meeting.

 

(6)	Reflects dividend equivalent payments for 2014. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the restricted stock unit are issued.

 

(7)	Mr. Lumpkins elected to defer 100% of his fees earned or paid in cash pursuant to the non-qualified deferred compensation plan described in note (2) above.

 

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EXECUTIVE COMPENSATION

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

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Compensation Discussion and Analysis

This section explains the material elements of our executive compensation program for our CEO and our other “Named Executive Officers” whose compensation is in the “Executive Compensation Tables” section beginning on page 64, and should be read in conjunction with that section. Our Named Executive Officers for 2014 are:

 

•

James T. Prokopanko, President and Chief Executive Officer

 

•

Richard L. Mack, Executive Vice President and Chief Financial Officer (effective June 1, 2014)

 

•

Lawrence W. Stranghoener, former Executive Vice President and Chief Financial Officer (prior to June 1, 2014); Interim Chief Executive Officer (June 1, 2014 through August 3, 2014); and Executive Vice President – Strategy and Business Development (August 4, 2014 until retirement on January 23, 2015)

 

•

James (“Joc”) C. O’Rourke, Executive Vice President – Operations and Chief Operating Officer

 

•

Richard N. McLellan, Senior Vice President – Commercial

 

•

Gary (“Bo”) N. Davis, Senior Vice President – Phosphate Operations

 

 

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These factors help provide our Compensation Committee with a comprehensive understanding of how total compensation for each executive officer relates to the external value of the position (as determined by the use of compensation market data) and the internal value of the position (as determined by our Compensation Committee). The factors are not given specific weightings by our Compensation Committee but contribute to a holistic view of the comprehensive set of information our Compensation Committee has available in exercising its judgment about compensation decisions.

We believe that linking compensation to the achievement of the business priorities that our Board has established and to the market price of our Common Stock best serves stockholder interests and ties compensation to changes in stockholder value. We believe that this occurs both by motivating our key executives to achieve those business priorities and by attracting and retaining key executives by extending a total compensation opportunity with a strong risk and reward relationship. We also seek to design our employee compensation policies and practices so that they are not reasonably likely to have a material adverse effect on us, as we discuss in more detail in the “Compensation Risk Analysis” on page 64.

Executive Compensation Program

Our executive compensation program is comprised of a mix of elements designed to work together as parts of a balanced total compensation package to further our compensation objectives. The elements of our executive compensation program include:

 

•

direct compensation in the form of base salary, short-term incentives and long-term incentives;

 

•

special awards to address specific circumstances; and

 

•

indirect compensation in the form of standard employee benefit programs, limited perquisites and other special executive benefits, matching charitable contributions and severance and change-in-control agreements.

In making compensation decisions, our Compensation Committee (together with our other independent directors, in the case of our CEO) exercises its judgment on the overall level of compensation provided by this total compensation package rather than on individual elements of compensation in isolation from each another.

We discuss the separate elements of our Named Executive Officers’ total compensation in more detail under “Elements of Compensation” on page 52.

2014 Compensation Decisions

Our Compensation Committee (together with our other independent directors, in the case of our CEO) establishes the target levels of direct compensation – consisting of base salary, short-term incentive awards and annual long-term incentive awards – for the Named Executive Officers in a manner consistent with our executive compensation philosophy, based upon their judgment about both internal and external factors and a desired mix of total compensation, as discussed above under “Compensation Philosophy and Objectives” beginning on page 39. As a result of our transition to a December 31 fiscal year end, for 2014 these decisions were made in February 2014 and are expected to generally be made in March of each year going forward. Prior to 2014, these decisions were generally made in July of each year. Accordingly, the decisions with respect to the target levels of direct compensation for the 2013 Stub Period were made in July 2013, and the decisions for fiscal 2013 and fiscal 2012 were made in July 2012 and 2011, respectively.

Individual considerations with respect to the target direct compensation decisions made in February 2014 for each of the Named Executive Officers Period are discussed below. For comparative purposes, the levels of base salary and short-term incentive awards shown below for July 2013 are set forth on an annualized basis that reflects a full twelve months although actual base salary and target short-term incentive awards for the 2013 Stub Period were prorated to 7/12ths of the amounts shown to reflect the seven month length of the 2013 Stub Period. Because we made our annual long-term incentive awards only once each year both before and after our transition to a December 31 fiscal year end, the actual long-term incentive awards shown in the tables and charts below were not prorated as a result of our change in fiscal year end.

 

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James T. Prokopanko, President and Chief Executive Officer

 

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Richard L. Mack, Executive Vice President and Chief Financial Officer (effective June 1, 2014)

 

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Lawrence W. Stranghoener, former Executive Vice President and Chief Financial Officer

 

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James (“Joc”) C. O’Rourke, Executive Vice President – Operations and Chief Operating Officer

 

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Richard N. McLellan, Senior Vice President – Commercial

 

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Gary (“Bo”) N. Davis, Senior Vice President – Phosphate Operations

 

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Executive Compensation Setting Process and Participants

Our executive compensation program is the result of a continuing interaction between our Compensation Committee and management. It is the role of management to operate the business and the role of our Board and Compensation Committee to oversee management’s actions. The table below lists the primary roles of the key participants in our executive compensation setting process:

 

Participants		Key Roles in Named Executive Officer Compensation Process
Board
Compensation Committee		Executive Compensation Oversight:
		•     Assist Board in oversight of executive and employee compensation and other significant human resource strategies and policies. •     Establish compensation philosophy. •     Establish principles, elements and proportions of total executive compensation, including for CEO. •     Evaluate broad-based compensation, benefits and rewards. •     Oversee design and administration of executive compensation programs. •     Recommend to Board overall performance goals under incentive plans.
		CEO Compensation:
		•     Annually recommend to Board corporate goals and objectives relevant to the compensation of our CEO. •     Facilitate Board processes for approval of mix and amount of CEO direct compensation. •     Approve CEO benefits and the forms of any CEO compensation agreements.				CEO pay decisions are not recommended by management but management does furnish the Committee with market data and proxy analyses for market context.
		Compensation of Other Named Executive Officers:
		•     Annually set target level and mix of base salary, short-term incentives and long-term incentives as part of a total compensation decision, exercising its discretion in making or changing its compensation decisions based upon factors it determines are relevant, which may include, among others: Ø    Our compensation philosophy and objectives. Ø    Advice from its independent compensation consultant. Ø    CEO recommendations. Ø    Past performance. Ø    Internal and external factors including market data.
Independent Directors (including Compensation Committee)		•     Annually review performance of CEO. •     Annually approve mix and amount of CEO direct compensation based on performance evaluation. •     Establish level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements. •     Members of Environmental, Health, Safety and Sustainable Development Committee furnish Compensation Committee with input on short-term incentive plan safety measures.
Chairman of the Board		•     Independent, non-executive Chairman. •     Lead Board processes for CEO goals and objectives, performance evaluation and compensation.
All Directors		•     Approve overall performance goals under significant incentive plans as recommended by Compensation Committee.

 

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Independent Compensation Consultant
•     Frederic W. Cook & Co. (since August 2014); Hay Group Inc. (January 2014 until August 2014); •     Selected by our Compensation Committee as its independent consultant based on the Committee’s interviews with, and other information requested by Committee from, a number of compensation consulting firms.   •     Furnishes independent data and advice to our Compensation Committee.   •     Regularly attends and participates in Compensation Committee meetings as requested by our Compensation Committee.   Ø   Advises Committee on the principal aspects of our executive compensation program, including compensation philosophy and specific elements of executive compensation.   Ø   Advises Committee on specific matters under consideration.   Ø   Provides market information and analysis regarding competitiveness of program design and evolving practices and trends.						Our Compensation Committee has sole authority to select, retain and terminate its independent compensation consultant and to approve the consultant’s fees and other retention terms.   The Committee or its Chair directly retains and approves all services provided to us by the independent consultant. During 2014, our independent consultants did not provide us with any services other than services related to executive compensation and market data reports.
Management
CEO		•     Attends Compensation Committee meetings as requested by the Committee. •     Not present during executive sessions except at the invitation of the Committee and does not participate in deliberations regarding his own compensation. •     Leads management in furnishing the advice and recommendations requested by the Compensation Committee. •     Provides perspective on operating the business including attracting, retaining and motivating our workforce, including key executives, and focusing our workforce’s attention on established goals. Includes: Ø  Compensation philosophy and program design. Ø  Specific recommendations for non-CEO executive compensation. •     Annually reviews with Compensation Committee compensation of each other executive officer and presents compensation recommendations to Compensation Committee.
Human Resources Department		•     Senior Vice President – Human Resources and Senior Director – Compensation generally attend Compensation Committee meetings as requested by the Committee. •     Furnishes the Compensation Committee with market data and proxy analyses for market context and other information and analyses as requested. •     During 2014, our Human Resources Department retained Towers Watson to assist in reporting to our Compensation Committee on our pay for performance practices, furnish market data and make recommendations regarding our long-term equity incentive grant guidelines and furnish market data regarding our executive severance and change in control arrangements. In assessing the material prepared by Towers Watson, our Compensation Committee took into account the retention of Towers Watson by management.
Other Support		•    The Compensation Committee’s charter provides it authority to retain counsel and other experts and consultants as appropriate to discharge its duties and responsibilities. •     Law, Finance, Tax and other internal departments and external advisors also furnish support as requested.

 

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Use of Tally Sheets

To facilitate our Compensation Committee’s understanding of the nature and amounts of total compensation under our executive compensation program, our Compensation Committee makes use of “tally sheets” which show targeted and actual compensation to our executive officers for the past three fiscal years, as well as company stock ownership. The tally sheets are intended to assist our Compensation Committee in their overall evaluation of our executive compensation program.

Benchmarking

Use of Market Data

We use compensation market data as a reference for understanding the competitive pay positioning of each pay element and total compensation. Our Compensation Committee does not seek to manage total compensation of our executive officers within a prescribed competitive position or percentile of the comparator group or compensation market data. Instead, in exercising its judgment about compensation decisions, our Compensation Committee reviews compensation for each executive officer in relation to the market range (defined by the 25^th, 50^th and 75^th percentiles of the compensation market data) that, along with internal and other external factors, provides context for executive pay decisions.

Comparator Group

We benchmark the total compensation of our top five paid Named Executive Officers using proxy data reported by a comparator group. Our comparator group for 2014 consisted of 18 companies in the basic materials industry, including three direct competitors. Our Compensation Committee, with the advice of its independent compensation consultant and recommendations of our CEO and our Senior Vice President – Human Resources, reviews the composition of our comparator group annually. The criteria used to determine our 2014 comparator group focused on companies in the basic materials sector (such as agricultural chemicals, specialty chemicals, industrial metals and minerals, and nonmetallic mining). The specific criteria used for 2014 comparator group were three-year average revenue, return on total capital, total assets, operating profit, number of employees, business complexity, international presence and markets served. Our Compensation Committee believes that the use of the current comparator group and selection criteria provided useful compensation benchmark information as a result of a reasonable fit between Mosaic and the comparator group companies in terms of the industry and performance profile.

Our comparator group for 2014 consisted of:

COMPARATOR GROUP

 

Agrium Inc.		CONSOL Energy Inc.		Newmont Mining Corp.
Air Products & Chemicals, Inc.		Eastman Chemical Company		Peabody Energy Corporation
Ashland Inc.		Ecolab, Inc.		Potash Corporation of Saskatchewan Inc.
Barrick Gold Corporation		Freeport-McMoRan Copper & Gold Inc.		PPG Industries, Inc.
Celanese Corp.		Huntsman Corporation		Praxair, Inc.
CF Industries Holdings, Inc.		Monsanto Company		Teck Resources Limited

 

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The table below compares Mosaic to the members of our comparator group across several key metrics for their respective most recent fiscal periods ending on or before December 31, 2013, prior to the compensation decisions we made in February 2014 for 2014:

(dollars in billions)

 

		3-Year Average Revenue ($)		Return on Total Capital ($)		Total Assets ($)		Operating Profit ($)		Employees (#)
Comparator Group
75th Percentile		12.6		14.4		21.1		2.4		24,270
50th Percentile		10.1		9.0		17.8		1.8		14,000
25th Percentile		7.6		4.7		11.6		0.9		8,250
Mosaic		9.7		7.3		19.6		1.3		8,200

Third-Party Surveys

For the compensation decisions we made in February 2014, our Compensation Committee also utilized compensation market data for companies in the chemical and mining industries and from general industry. This data was compiled for us by Towers Watson from several sources that included:

 

•

2013 Mercer Benchmark Database Executive Compensation Survey – $5 Billion to $10 Billion Revenue Sample;

 

•

2013 Hay Executive Survey – Total Sample Data;

 

•

2013 Towers Watson CDB Executive Compensation Survey – $6 Billion to $20 Billion Revenue Sample;

 

•

2013 Towers Watson Compensation Survey Resource – Total Sample Data (Size Adjusted to Mosaic Revenue Scope Using Regression Analysis); and

 

•

2013 Towers Watson CDB Executive Compensation Survey – Chemical and Gases Industry (Median Revenue Size $6 Billion).

This survey data was among the competitive market data used to benchmark the compensation decisions for Messrs. Mack, McLellan and Davis. We have listed in Appendix A to this Proxy Statement the companies included in the survey data.

We also review broad-based third-party survey data for the United States and market trends to obtain a general understanding of current compensation practices and evolving best practice.

 

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Elements of Compensation

The elements of our 2014 executive compensation program for our executive officers include:

 

What We Pay		Why We Pay It
Direct Target Compensation
Annual
Base Salary		Provide a fixed compensation level competitive in the marketplace.
Short-Term Cash Incentives		Motivate short-term performance against specified financial or other targets. Performance based.
Long-Term
Long-Term Incentives
Stock Options		Link management compensation to stock price increase. Performance based.
Performance Units		Link management compensation to stockholder returns. Retention. Performance based.
Restricted Stock Units		Link management compensation to stockholder returns. Retention.
				For 2015 grants, we have replaced restricted stock units with performance units, with vesting linked to our three-year return on invested capital in excess of weighted average cost of capital.
Special Awards		Address special situations, such as rewarding special achievements, promoting specific retention goals or addressing other objectives that are not fully addressed by other elements of our executive compensation program.
				2014: Cost reduction incentive awards to incentivize achievement of our enterprise-wide cost reduction initiative   Stub Period: None   Fiscal 2013: None   Fiscal 2012: One-time, fixed value retention awards payable in Mosaic stock to help assure continuity of management, strategy and execution of our business priorities following the New Horizon Transaction.
Indirect Compensation
Benefit Programs		Provide competitive programs for wellness, health care, financial security and capital accumulation for retirement.
Health Care
Retirement
Deferred Compensation
Limited Perquisites		Optimize the ability of our executives to devote their attention to our affairs and/or to facilitate accomplishment of our business objectives.
Charitable Matching Contributions		Further our overall program of community giving; encourage community involvement by our employees.
Severance and Change-in-Control Agreements		Provide protection against job loss due to reasons beyond the executive’s control.

Base Salary

Our Compensation Committee establishes base salary levels for executive officers based on their judgment about internal and external factors, as discussed above under “Compensation Philosophy and Objectives” and “2014 Compensation Decisions” on pages 39 and 40, respectively. Our Compensation Committee reviews base salary levels annually, but adjustments to individual base salaries are not automatically made on an annual basis. Historically, any adjustments to base salary were typically made effective October 1; in light of our change in our fiscal year end, we are now typically making base salary adjustments effective March 1 of each year.

 

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Short-Term Cash Incentives

Short-term incentives for key employees, including executive officers, consist of cash awards under our Management Incentive Plan. Our 2014 Management Incentive Plan was established pursuant to our 2004 Omnibus Stock and Incentive Plan, which we refer to as our 2004 Stock and Incentive Plan. Our executive officers share in the incentive pool established under the plan as set forth below.

Individual Target Bonus Opportunity and Percentage. Our Compensation Committee establishes, or, in the case of our CEO, our independent directors establish, an individual target bonus opportunity for each participant based on the same types of factors as are used for setting base salary. The individual target amount is set as a percentage of the participant’s base salary.

 

Individual Base Salary ($)		x		Individual Bonus Opportunity, at  Target (%)		=		Individual Bonus  Opportunity, at Target ($)

 

For 2014, the target percentage for Mr. Prokopanko was 135% of base salary and for the other Named Executive Officers ranged from 65% to 100%.

Amount of Pool. The amount of the incentive pool, at target, is the sum of the target bonus opportunities for all participants. For 2014, the total incentive pool, at target, was $24.0 million.

 

Total Incentive Pool, at Target ($24.0 million)		=		Sum of (Individual Bonus Opportunity, at Target, all Participants) ($)

The total pool, at target, has two equally weighted components: Operating Earnings and Operational Excellence. For the executive officers, the Operational Excellence pool has three components: Controllable Operating Costs per Tonne; Selling, General and Administrative Expense; and Safety.

 

 

Amount of Actual Individual Payouts. Actual individual payouts are established by multiplying the individual’s bonus opportunity, at target, by a Performance Factor:

 

Individual Bonus Opportunity, at Target ($)		x		Performance Factor		=		Payout

The Compensation Committee reserves the right under the plan to exercise negative discretion to reduce the payout for any executive officer by up to 25% or to eliminate payouts if it deems appropriate. Our Compensation Committee did not exercise this discretion for 2014.

Performance Factor. The Performance Factor has two components, one for Operating Earnings and one for Operational Excellence.

 

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For the Operating Earnings component, an actual Operating Earnings Pool is established by multiplying Adjusted Operating Earnings by a Sharing Rate, and dividing that amount by the Operating Earnings Pool, at target, to a maximum of 150%:

 

Operating Earnings Performance Factor (Maximum 150%)		=		Actual 2014 Adjusted Operating Earnings ($) x Sharing Rate (%) ÷ Operating Earnings Pool, at Target ($)

The Operational Excellence component is based on the level of performance achieved under each of the Operational Excellence performance measures, to a maximum of 100%:

 

Sum of {Performance Factor for each Operational Excellence Measure}		=		Operational Excellence Performance Factor (Maximum 100%)

Performance Measures. Our Compensation Committee, or our Board, after recommendations by our Compensation Committee, pre-establishes performance goals for our executive officers for each performance period. 2014 performance goals for executive officers were generally similar to those for the 2013 Stub Year and reflected broad overall goals for Mosaic as a whole.

 

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Performance Measures for Executive Officers

Metric

Weight

Basis of Metric, Purpose, and Importance

Adjusted Consolidated Operating Earnings

50%

Basis: Consolidated operating earnings determined in accordance with GAAP and adjusted as specified below multiplied by a sharing rate determined by our ROIC:

Consolidated operating earnings are adjusted to exclude any restructuring charges, non-cash write-offs of long-term assets and expenses related to merger and acquisition activities. Our Compensation Committee provided for these adjustments because it did not want the incentive plan to discourage management from undertaking activities that impose a cost in the current year but are intended to increase stockholder value in the longer term.   Return on Invested Capital is:   Adjusted Operating Earnings + Equity in net earnings (loss) of nonconsolidated companies – Provision for income taxes (before discrete items and remittance of earnings items)   ÷   Average Invested Capital   Average Invested Capital is the average as of each month end of total assets minus non-interest bearing liabilities, excluding goodwill, expansion construction in progress, new borrowing arrangements, stock repurchases and non-cash write-offs of long-term assets.

Purpose: Focus attention on: •     the production of earnings and cash flow to support and grow our business, drive stock price appreciation, pay dividends and build cash reserves for economic downturns; and •     efficient use of capital.   Importance: Assigned the highest weight because the primary purpose of the Management Incentive Plan is to motivate and reward participants for profitability and to align participant and stockholder interests.

Controllable Operating Costs

25%

Basis: Arithmetic average of payout percentages for separate measures for our Phosphates and Potash business segments controllable operating costs per production tonne.   Purpose: Promote control of costs that management can directly influence and establish an incentive for achieving and maintaining low production costs within the industry.   Importance: Assigned the second highest weight because of the strategic importance of improving upon our position as a low cost producer of fertilizer products.

Controllable Operating Costs:   •       production costs consisting of costs considered and capitalized in inventory plus all idle plant costs + •       local general and administrative expenses and support function costs, excluding incentive program and other employee benefits expenses, any restructuring charges and expenses related to merger and acquisition activities, but including supply chain costs – •       costs of purchased commodities, depreciation, depletion, accretion and amortization, non-operating idle plant costs, ammonia production turnaround costs, Esterhazy brine inflow costs, Potash segment income-based royalties and taxes, fees received from third parties, taxes and charitable contributions, realized and unrealized derivative gains and losses and separation costs   for U.S. and Canadian operations of our Phosphates and Potash business segments.

 

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Performance Measures for Executive Officers

Metric

Weight

Basis of Metric, Purpose, and Importance

Safety:

•   Recordable Injury Frequency Rate (RIFR)

6.25%

Basis: OSHA recordable injury frequency rate for employees and contractors.   Purpose: Direct attention to the effectiveness of our safety systems, policies, programs and procedures in relation to the incidence rates reported for companies in similar industries.

Importance: Assigned equal weighting and a combined weighting of 12.5% because of our continuing commitment to providing safe workplaces for employees and contractors, as measured by the frequency and severity of recordable injuries.

•   Lost-Time Injury Frequency Rate (LTIFR)

6.25%

Basis: OSHA recordable lost-time injury frequency rate for employees and contractors. Any fatality results in a 0% payout under this measure.   Purpose: Direct attention to the severity of work-related injuries.

Our Compensation Committee selected the two safety measures and the respective goals for them after discussion with our Chief Operating Officer and members of our Environmental, Health, Safety and Sustainable Development Committee about the operational goals for safety established for 2014 by management and the Environmental, Health, Safety and Sustainable Development Committee.

Adjusted Selling, General and Administrative Expenses

12.5%

Basis: Selling, general and administrative expenses determined in accordance with GAAP less incentive program and other employee benefits expenses, any restructuring charges and expenses related to merger and acquisition activities.   Purpose: Promote the efficient management and control of expenses not included in costs of goods sold for services relating to finance, treasury, strategy development, information technology, legal, risk management and public affairs functions.   Importance: Assigned a weighting of 12.5% to drive continuous improvement in expenses that are not included in cost of goods sold.

Operating Earnings Sharing Rate. For the Operating Earnings measure, no payout was to be made unless ROIC was 5% or higher, and the maximum Operating Earnings Pool was capped at $36 million. The following table shows the Operating Earnings sharing rates at different levels of ROIC:

 

ROIC %		<5		5		6		7		8		9		10		11		12		13
Sharing Rate %		0		0.20		0.40		0.60		0.80		1.00		1.15		1.40		1.65		2.00

Operational Excellence Measure Metrics. For each of the Operational Excellence performance measures, we set minimum, target and maximum levels of performance:

 

		Minimum				Target				Maximum
Measure		Performance Level		Payout Percentage		Performance Level		Payout Percentage		Performance Level		Payout Percentage
Controllable Operating Costs		$126.70		0%		$120.67		25%		$114.64		50%
Safety-RIFR		1.150		0%		0.95		6.25%		0.75		12.5%
Safety-LTIFR		0.11		0%		0.09		6.25%		0.055		12.5%
Adjusted Selling, General and Administrative Expense ($ in millions)		$334		0%		$318		12.5%		$302		25%
Total Payout				0%				50%				100%

 

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Performance Measure Goal Setting Process. Our Compensation Committee and Board, in exercising their judgment regarding the appropriate levels for the 2014 performance measures, considered a number of factors that included:

 

•

Historical results for the performance measure.

 

•

Internal expectations for the performance measure.

 

•

External expectations for the performance measure.

 

•

Sensitivity analysis to ascertain correlations to or other relationships between the performance measures.

 

•

Expected degree of difficulty and likelihood of achieving the minimum, target and maximum goals over multi-year, rolling time periods.

 

•

The effect on upside opportunities of expected industry-wide capacity expansions.

 

•

The effects of the anticipated operating rates of our business units.

 

•

Anticipated creation of stockholder value, net of related earnings dilution, for achieving minimum, target and maximum goals.

Our Compensation Committee did not assign specific weightings to any of the above factors in evaluating them.

Payouts for 2014. Based on actual 2014 results, the payout percentage for executive officers for 2014 was 136% of their individual bonus opportunity, at target. The table below shows the final results against the target goal for each performance measure. The actual payout for each Named Executive Officer is set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

 

Measure		Percent Attainment		Payout Percent
Operating Earnings		133%		67%
Controllable Operating Costs		161%		40%
Safety RIFR		65%		4%
Safety LTIFR (1)		143%		0%
Unadjusted Selling, General and Administrative Expenses		200%		25%
Total Payout Percentage of Target				136%

 

(1)

No payout under a fatality “zero out” rule due to a fatality in 2014.

Long-Term Incentives

We make long-term equity incentive awards shortly after the beginning of each fiscal year under our then current stock and incentive plan, which for our 2014 grants was our 2004 Stock and Incentive Plan. For 2014, our long-term incentive awards for executive officers consisted of equal portions of non-qualified stock options, restricted stock units and performance units. Stock options reinforce a longer-term view of Mosaic stock performance by recipients, and provide a strong link to total stockholder return. Restricted stock units and performance units likewise compensate participants based on our stockholder return, and foster continued retention of recipients by requiring the executive to remain with Mosaic for three years in order to earn a payout. We believe these equity-based awards help align the interests of executive officers and other key employees with those of our stockholders by tying significant portions of the recipients’ compensation to the market price of our Common Stock.

Key terms of our stock options, restricted stock units and performance units granted through 2014 include:

 

•

Stock options generally become exercisable in equal annual installments in the first three years following the date of grant, expire ten years after the date of grant, and allow grantees to purchase our Common Stock at the full market price of our Common Stock on the day the options were granted. Upon termination of employment, option installments that are vested are generally exercisable for three months after termination; unvested installments generally are forfeited. The 2004 Stock and Incentive Plan expressly prohibits the repricing of options or granting options with exercise prices less than the fair market value of our Common Stock on the date of grant.

 

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•

Restricted stock units and performance units provide grants of our Common Stock that vest after continued employment through the specified performance period, which is generally three years. Restricted stock unit awards and performance units include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid only when we issue shares of our Common Stock to recipients after the awards vest.

 

•

Stock options provide that:

 

Ø

Unvested stock option installments held by a Named Executive Officer whose employment terminates due to retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), death or disability vest in accordance with the normal vesting schedule; and

 

Ø

Following termination of employment due to retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), death or disability, stock options are exercisable for up to the earlier of (i) five years or (ii) the remaining term of the option.

 

•

For awards made prior to 2014, restricted stock units and performance units vest on a pro rata basis in the event of retirement at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee), disability, or, for awards granted prior to the 2013 Stub Period, death. Beginning with awards made during the 2013 Stub Period, restricted stock units and performance units vest fully upon a participant’s death and beginning with awards made during 2014, restricted stock units and performance units vest fully upon a participant’s death, disability or retirement with at least five years of service at or after age 60 (or pursuant to early retirement with the consent of our Compensation Committee).

 

•

The number of shares issued upon vesting of performance units is determined as set forth below:

 

Performance Units Awarded (#)		x		Common Stock Market Price at End of Performance Period + Dividends Payable on Common Stock ÷ Common Stock Market Price at Grant Date		=		Number of Shares Issued

 

•    Common Stock market price based upon thirty day trading average.   •    No shares issued if market price of Common Stock at vesting date is less than 50% of market price at grant date.   •    Maximum number of shares issued limited to twice the number of performance units awarded.   •    Maximum value of shares issued limited to 500% of value of performance units awarded.   •    No payout for executive officers unless Company has profit over three-fiscal-year performance period.

Long-term incentive awards are part of the total compensation decision regarding the level and mix of compensation. Our Compensation Committee sets a target value for long-term incentive awards for each executive officer based on its judgment about the internal and external factors used in setting executive officer total compensation described under “Compensation Philosophy and Objectives” on page 39 as well as our Compensation Committee’s judgment regarding the desired mix of base salary, short-term incentives and long-term incentives. Our Compensation Committee also considers key trends in equity award granting practices by U.S. multi-national companies, historical and current grant rates within the basic materials sector, outstanding vested and non-vested equity awards to executive

 

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officers, the stock ownership levels of executive officers and the potential dilutive effect on our stockholders. The ratio of shares of our Common Stock subject to equity incentive awards granted as part of our February 2014 long-term incentive grant as a percentage of our outstanding stock as of December 31, 2013, or “burn rate,” was 0.17% and 0.32% as of the same date, taking into account both the annual equity incentive awards and the cost reduction incentive awards granted in March 2014.

Once we determined the target value of a recipient’s long-term incentive awards and the proportion to be represented by stock options, restricted stock units and performance units, we established the specific number of shares to be subject to the stock option, restricted stock unit and performance unit awards as follows:

 

•

Stock Options and Performance Units. The number of shares to be subject to stock options and performance units was calculated using the valuation models we use for our financial statements determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718.

 

•

Restricted Stock Units. The number of shares subject to the annual grant of restricted stock units was established by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant. This is the same valuation model we use for our financial statements determined in accordance with ASC 718.

Cost Reduction Incentive Awards

In October 2013 we first announced an enterprise-wide goal of achieving $500 million in operating cost savings over five years. In furtherance of that goal, in March 2014 we granted cost reduction incentive awards to incentivize key officers and employees, including our Named Executive Officers, to achieve aggressive cost-savings goals. We believe these awards further enhance our alignment of executive compensation with stockholder interests and will significantly benefit us and our stockholders by helping ensure that Mosaic remains a low-cost producer.

The cost reduction incentive awards were granted under our 2004 Omnibus Stock and Incentive Plan and consist of grants of performance shares payable in shares of our Common Stock based on achievement of controllable operating cost goals over the three-year performance period from January 1, 2014 through December 31, 2016. Each award vests if the participant is continuously employed by us through the specified performance period, which is January 1, 2014 through December 31, 2016, provided that the awards will also vest fully in the event of retirement with at least five years of service at age sixty or older (or pursuant to early retirement with the consent of our Compensation Committee), death or disability. The performance shares include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid only when we issue shares of our Common Stock to the participant after the awards vest.

The number of shares of Common Stock issued in exchange for the performance shares is the total number of vested performance shares multiplied by a payout percentage, determined on the basis of achievement of specified controllable operating costs per tonne. The maximum payout is 150%.

The number of performance shares granted to each Named Executive Officer was established by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant. In granting these awards, our Compensation Committee established, or, in the case of our CEO, our independent directors established, the target value based on the same factors described above with respect to long-term incentive awards. Accordingly, the target value for each Named Executive Officer’s cost reduction incentive award is equal to the target dollar amount of his long-term incentive award for 2014.

 

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The performance measure for these awards, Controllable Operating Costs per Tonne, is defined as follows based on the participant’s sub-plan:

 

		•       production costs consisting of costs considered and capitalized in inventory plus all idle plant costs   +   •       local general and administrative expenses and support function costs, excluding incentive program and other employee benefits expenses, any restructuring charges and expenses related to merger and acquisition activities (“Local G&A Costs”), including supply chain costs   +   •       50% of selling, general and administrative expenses determined in accordance with GAAP less incentive program and other employee benefits expenses, any restructuring charges and expenses related to merger and acquisition activities and Local G&A Costs   –   •       costs of purchased commodities, depreciation, depletion, Potash segment accretion and amortization, non-operating idle plant costs, ammonia production turnaround costs, Esterhazy brine inflow costs, Potash segment income-based royalties and taxes, realized and unrealized derivative gains and losses and separation costs   for our Phosphates business segment, excluding international distribution activities, and our Potash business segment.

Employee Benefits

As part of a competitive total compensation program, we also offer our executives the ability to participate in customary employee benefit programs. For 2014 these included:

 

•

Retirement Benefits. Each of the Named Executive Officers and other salaried employees in the United States are eligible to participate in the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code. We have included our contributions to the accounts of the Named Executive Officers for 2014, the 2013 Stub Period and fiscal 2013 and 2012 in the “All Other Compensation” column in the Summary Compensation Table.

In addition, we have an unfunded non-qualified deferred compensation plan that has restoration provisions under which we credit the accounts of the Named Executive Officers and other key employees with amounts that would have been contributed under the Mosaic Investment Plan that exceed limitations for tax-qualified plans under the Code. We have included our contributions to the accounts of the Named Executive Officers for 2014, the 2013 Stub Period and fiscal 2013 and 2012 under our deferred compensation plan in the “All Other Compensation” column in the Summary Compensation Table.

 

•

Deferred Compensation Plan. In addition to the restoration provisions discussed above under “Retirement Benefits,” our unfunded non-qualified deferred compensation plan permits the Named Executive Officers and other key employees in the United States who we select to elect to contribute from 5% to 80% of base salary and bonus to the plan. Our directors may contribute up to 100% of directors’ fees and any other compensation paid in cash. Contributions are made on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance (including balances arising from the restoration provisions described above under “Retirement Benefits”) accrues gains or losses at rates equal to those on various investments selected by the participant. The investment alternatives are the same as are available to participants generally as investments under the Mosaic Investment Plan, except that our Common Stock is excluded.

 

•

Cargill Pension Plans. Certain of our employees who were employees of Cargill before the 2004 business combination between IMC and Cargill’s fertilizer businesses participate in Cargill’s U.S. salaried employees’ pension plan. Although no additional years of credited service are accrued under this pension plan after December 31, 2004, additional years of vesting service are credited for the purpose of determining eligibility to retire, and covered compensation for purposes of determining benefits includes compensation paid by us to the executive subsequent to the business combination.

 

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In accordance with the agreement between IMC and Cargill relating to the combination, Cargill incurs the costs associated with pre-combination benefits for certain former employees of Cargill and its subsidiaries under certain pension plans, including Cargill’s U.S. salaried employees’ pension plan, and charges them to us, including charges for Messrs. Mack, McLellan and Davis, three of our Named Executive Officers. The amount that Cargill may charge to us for pension costs relating to all former Cargill employees may not exceed $2.0 million per year or $19.2 million in the aggregate. As of December 31, 2014, the unused portion of the $19.2 million cap was $2.2 million. Cargill is solely responsible for payment of the annual pension benefits to the participants under Cargill’s U.S. salaried employees’ pension plan.

In addition, certain of our employees who were employees of Cargill before the 2004 business combination, including Mr. McLellan, participated in Cargill’s international retirement plan. To put them in a position intended to be comparable to that of our U.S. participants in Cargill’s U.S. salaried employees pension plan, in fiscal 2013 we entered into two arrangements:

 

Ø

an agreement under which we paid Cargill $470,000 for the participation of the affected employees in Cargill’s international pension plan through December 31, 2010; and

 

Ø

supplemental agreements with the affected employees that provide for payment of a lump sum that increases each year to age 65. For Mr. McLellan, the lump sum payment began at $119,000 if termination of employment had occurred at age 56 and increases annually to $760,000.

We have included the changes for 2014, the 2013 Stub Period and fiscal 2013 and 2012 in the actuarial present value of the accumulated benefit under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack, McLellan and Davis and Cargill’s international pension plan for Mr. McLellan, as well as Mr. McLellan’s benefits under his supplemental agreement, in the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. We have included additional information regarding Mr. Mack’s, Mr. McLellan’s and Mr. Davis’s benefits under the plans and supplemental agreement, including the actuarial present value of their accumulated benefits under the plans and supplemental agreement, the benefit formula for the plans, and the elements of compensation upon which benefits under the plans are determined, in the Pension Benefits Table and accompanying narrative and notes.

 

•

Group Life, Health and Disability Plans. We have established group life, health and disability plans for salaried employees in the United States. The Named Executive Officers may participate in these plans on the same basis as other salaried employees.

 

•

Executive Life and Disability Plans. We provide certain key executives, including the Named Executive Officers, additional life and disability insurance coverage that supplements the coverage limits available under the group plans. Supplemental life coverage is equal to one times base salary (up to $1.0 million) and the supplemental disability coverage is equal to an additional 12% of eligible earnings (base salary plus bonus) up to $420,000.

 

•

Perquisites and Other Benefits. We furnish a limited number of perquisites to our Named Executive Officers. During 2014, we furnished the following perquisites to our Named Executive Officers that meet the threshold for reporting in the “All Other Compensation” column in the Summary Compensation Table under the rules of the Securities and Exchange Commission:

 

Ø

An executive physical exam program pursuant to which key executives, including the Named Executive Officers, are entitled to reimbursement for the costs of physicals.

 

Ø

An executive financial planning program pursuant to which our executive officers and certain other key executives are eligible for reimbursement of up to $7,000 per calendar year for the costs of financial and tax planning.

 

Ø

A corporate travel policy that covers travel expenses for business purposes by spouses of our employees, including travel to industry or investor conferences. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee.

 

Ø

We match employee donations to a limited number of charitable organizations. The matching program is available to all U.S. employees.

 

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Severance and Change-in-Control Arrangements

We have established senior management severance and change-in-control agreements with each of our executive officers as well as certain other officers or executives designated by our Compensation Committee and Board. Our Compensation Committee (and, in the case of our CEO, our Board) established the terms of these agreements to be consistent with our compensation philosophy and practices as discussed above. These agreements set forth the terms and conditions upon which our executive officers would be entitled to receive certain benefits upon termination of employment.

These agreements are intended by our Compensation Committee (and, in the case of our CEO, our Board), to:

 

•

Help us attract and retain executive talent in a competitive marketplace.

 

•

Enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control.

 

•

Foster their objectivity in considering a change-in-control proposal.

 

•

Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.

 

•

Protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us.

The Severance and Change-in-Control Compensation Table on page 81, together with the accompanying narrative and notes, explains in detail the benefits under these arrangements and the circumstances under which a Named Executive Officer would be entitled to them.

Policy on Deductibility of Compensation

Section 162(m) of the Code limits the tax deductibility by a corporation of annual compensation in excess of $1 million paid to the corporation’s principal executive officer or any of its other three most highly compensated executive officers (other than the principal financial officer). However, performance-based compensation that has been approved by stockholders is excluded from the $1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals and the board committee that establishes such goals consists only of “outside directors.” All of the members of our Compensation Committee qualify as outside directors for this purpose.

While the tax impact of any compensation arrangement is one factor to be considered, it is evaluated in conjunction with our overall compensation philosophy. We consider ways to maximize the deductibility of executive compensation while retaining the discretion we deem necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent.

However, from time to time we may award compensation which is not fully deductible if we determine that the award is consistent with our philosophy and is in the best interests of Mosaic and our stockholders.

Our 2004 Stock and Incentive Plan and our 2014 Stock and Incentive Plan are designed to permit employee stock options, performance units and awards under the Management Incentive Plan to meet the performance-based criteria of Section 162(m). Our restricted stock units do not meet the performance-based criteria of Section 162(m).

We also consider the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code.

Forfeiture of Incentive Awards for Misconduct (“Clawback”)

Our 2004 Stock and Incentive Plan and our 2014 Stock and Incentive Plan each provides for the forfeiture of awards in the event of certain types of misconduct. All of the annual and long-term incentive awards that we

 

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describe in this Proxy Statement, including Management Incentive Plan awards, restricted stock units, stock options and performance units, are subject to these forfeiture provisions. For awards granted in fiscal 2009 or subsequent years, our Board may require forfeiture if:

 

•

fraudulent or intentional misconduct contributes to the need for a material restatement of our financial statements filed with the Securities and Exchange Commission or contributes to the use of inaccurate metrics to determine the amount of any award or the amount of incentive compensation to a participant;

 

•

the participant knowingly or grossly negligently engaged in the misconduct or grossly negligently failed to prevent the misconduct; and

 

•

the amount of the participant’s award or incentive compensation was greater than it would have been absent the misconduct.

These forfeiture provisions are in addition to any other disciplinary or other action available to us with respect to the misconduct.

Stock Ownership Guidelines

Our Compensation Committee has adopted guidelines for ownership of our stock by our executive officers. Executive officers must achieve and maintain the following levels of ownership:

 

•

CEO, five times base salary; and

 

•

Executive Vice Presidents (three persons, including Mr. Stranghoener) and Senior Vice Presidents (five persons), three times base salary; and

 

•

Vice Presidents (one person), one time base salary.

Among other provisions of our stock ownership guidelines are that:

 

•

the value of Common Stock owned is based on the current stock price at that time;

 

•

unexercised employee stock options and unvested restricted stock units and performance units are not counted; and

 

•

an executive officer must hold all “net profit shares” (the shares of Common Stock remaining after deducting the number of shares required to be sold in order to pay tax obligations, the exercise price of employee stock options and other costs) from employee stock option exercises and the vesting of restricted stock units until an executive officer has met the required ownership level.

Executive officers are required to achieve their respective ownership targets within six years of the time of hire or promotion.

Our Compensation Committee reviews each participant’s compliance or progress towards compliance annually, and may impose conditions, restrictions or limitations on any participant in order to achieve the purposes of the stock ownership guidelines. The Chair of our Board and our CEO may jointly grant exemptions in the event of hardship.

The following table shows the stock ownership guideline for each Named Executive Officer and the Named Executive Officer’s holdings at December 31, 2014:

 

Name		Ownership Guidelines ($)		Value of Shares Held ($)		Value of Shares Held in Excess of (Less Than) Guideline ($)
James T. Prokopanko		6,000,000		8,391,840		2,391,840
Richard L. Mack		1,800,000		3,595,029		1,795,029
Lawrence W. Stranghoener		2,025,000		6,410,264		4,385,264
James (“Joc”) C. O’Rourke		2,190,000		2,423,650		233,650
Richard N. McLellan		1,455,000		1,516,493		61,493
Gary (“Bo”) N. Davis		1,350,000		1,234,696		(1)

 

(1)

Mr. Davis became our Senior Vice President - Phosphate Operations in July 2011. Accordingly, he will not be required to achieve his ownership target until July 2017.

 

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on our review and discussion with management, we have recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our 2014 10-K Report.

Respectfully submitted,

William T. Monahan, Chair

Gregory L. Ebel

James L. Popowich

David T. Seaton

Compensation Risk Analysis

Our Compensation Committee, with the advice of its independent compensation consultant and input from management, has reviewed the design of our employee compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. Significant factors considered by our Compensation Committee in reaching its conclusion include:

 

•

The balance of base pay, short-term incentives and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility;

 

•

A long-term incentive program that for 2014 granted an equal mix of stock options, restricted stock units and performance units to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable total stockholder return over the longer-term;

 

•

Vesting of long-term incentive awards over a number of years;

 

•

Caps on annual cash incentives;

 

•

Broad performance ranges for minimum, target and maximum operating earnings goals for annual cash incentives that reduce the risk of accelerating or delaying revenue or expense recognition in order to satisfy the threshold or next tier for incentive payouts;

 

•

The range of performance measures we utilize under our short-term incentive plan, which for executive officers include not only operating earnings but also controllable operating costs per production tonne, two safety measures and adjusted selling, general and administrative expenses; and

 

•

Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Compensation Discussion and Analysis – Forfeiture of Incentive Awards for Misconduct” on page 62; stock ownership guidelines, including holding period requirements, for our executive officers and certain other key executives as described under “Compensation Discussion and Analysis – Stock Ownership Guidelines” on page 63; and the ability of our Compensation Committee to exercise negative discretion to reduce or eliminate payouts under our Management Incentive Plan if it deems appropriate.

Executive Compensation Tables

The following tables and accompanying narratives and notes summarize information about the total compensation awarded to, earned by or paid to each of our Named Executive Officers for 2014, the 2013 Stub Period and fiscal 2013 and 2012.

We have included a narrative discussion of our compensation philosophy, processes and components and the bases upon which we make compensation decisions in the Compensation Discussion and Analysis beginning on page 33.

 

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The following tables and accompanying narratives and notes provide quantitative data and additional information about the compensation we paid our Named Executive Officers for 2014, the 2013 Stub Period and fiscal 2013 and 2012 and should be read in conjunction with the Compensation Discussion and Analysis.

2014, 2013 Stub Period and Fiscal 2013 and 2012 Summary Compensation Table

 

Name and Principal Position		Fiscal Year		Salary ($) (1)(2)				Bonus ($)				Stock Awards ($) (3)				Option Awards ($) (4)				Non-Equity Incentive Plan   Compensation   ($) (2)(5)				Change in Pension Value and Nonqualified Deferred   Compensation   Earnings ($) (6)				All Other   Compensation   ($) (7)				Total ($)
James T. Prokopanko		2014			1,200,000				—				8,833,327				1,766,673				2,203,200				—				817,037				14,820,237
President and Chief		2013 Stub Period			683,333				—				3,533,341				1,766,667				714,700				—				210,863				6,908,904
Executive Officer		2013			1,116,667				—				3,533,338				1,766,656				2,285,591				—				643,043				9,345,295
		2012			1,033,333				—				4,933,330				1,466,668				1,470,000				—				512,293				9,415,624
Richard L. Mack (8)		2014			579,167				—				1,999,994				400,002				630,100				19,200				180,532				3,808,994
Executive Vice President		2013 Stub Period			312,500				—				800,001				399,992				194,100				8,700				38,350				1,753,643
and Chief Financial Officer		2013			516,667				—				800,015				400,011				541,034				10,000				157,492				2,425,219
		2012			490,000				—				2,666,647				333,346				392,000				50,000				131,935				4,063,928
Lawrence W. Stranghoener(9)		2014			750,000				—				2,499,989				500,002				969,000				—				296,322				5,015,313
Former Executive Vice		2013 Stub Period			385,417				—				999,984				499,995				253,100				—				66,643				2,205,139
President and Chief		2013			638,333				—				999,994				499,997				813,391				—				244,520				3,196,234
Financial Officer		2012			606,667				—				2,866,641				433,347				516,600				—				203,309				4,626,564
James (“Joc”) C. O’Rourke(10)		2014			730,000				—				3,166,675				633,336				992,800				—				345,450				5,868,261
Executive Vice President -		2013 Stub Period			415,833				—				1,266,648				633,325				322,100				—				65,767				2,703,673
Operations and Chief		2013			678,333				—				1,266,665				633,341				1,030,540				—				256,692				3,865,572
Operating Officer		2012			625,000				—				2,999,972				500,004				533,400				—				230,245				4,888,621
Richard N. McLellan		2014			485,000				—				1,666,676				333,335				494,700				78,400				207,058				3,265,170
Senior Vice President,		2013 Stub Period			274,583				—				666,638				333,337				160,500				96,100				53,364				1,584,522
Commercial		2013			446,667				—				533,343				266,666				474,048				441,000				190,894				2,352,618
		2012			406,667				—				1,399,989				200,002				305,760				38,000				134,443				2,484,861
Gary (“Bo”) N. Davis(11)		2014			450,000				—				1,166,681				233,334				397,800				10,300				149,373				2,407,488
Senior Vice President,
Phosphate Operations

 

(1)	Reflects the dollar amount of base salary paid in the designated fiscal year.

(2)	Includes any amounts deferred at the officer’s election to the officer’s account under our qualified and non-qualified defined contribution retirement plans and under our deferred compensation plan.

(3)

Reflects the grant date fair value for each Named Executive Officer’s grants of restricted stock units and performance units in the applicable fiscal year, and (i) for 2014, one-time cost reduction incentive awards payable in Mosaic stock to further achievement of our enterprise-wide focus on achieving $500 million in cost savings, and (ii) for fiscal 2012, one-time, fixed value retention awards payable in Mosaic stock to help assure continuity of management, strategy and execution of our business priorities following the New Horizon Transaction, determined in accordance with ASC 718. In accordance with SEC rules, the grant date fair value for performance units and performance shares excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 18 to our audited financial statements for 2014, with performance share awards valued on the same basis as restricted stock unit awards.

 

The table below shows the grant date fair value determined in accordance with ASC 718 of each component of the amount of Stock Awards for 2014:

 

		Grant Date ASC 718 Fair Value ($)
Name		Restricted Stock Units		Performance Units		Performance  Shares
James T. Prokopanko		1,766,658		1,766,669		5,300,000
Richard L. Mack		399,978		400,016		1,200,000
Lawrence W. Stranghoener		499,985		500,004		1,500,000
James (“Joc”) C. O’Rourke		633,312		633,363		1,900,000
Richard N. McLellan		333,340		333,336		1,000,000
Gary (“Bo”) N. Davis		233,333		233,348		700,000

 

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The table below shows the value of the performance units and performance shares granted in 2014 assuming that the highest level of performance conditions will be achieved:

 

		Value of Performance Units and Performance Shares at Grant Date Assuming Highest Level of Performance Achieved ($)
Name		Performance Units (a)		Performance Shares
James T. Prokopanko		6,794,882		7,949,978
Richard L. Mack		1,538,522		1,799,991
Lawrence W. Stranghoener		1,923,093		2,249,970
James (“Joc”) C. O’Rourke		2,436,012		2,849,967
Richard N. McLellan		1,282,062		1,500,029
Gary (“Bo”) N. Davis		897,491		1,049,976

 

(a)

Assumes (i) the issuance of the maximum number of shares permitted to be issued, and (ii) that the 30-day trading average price of a share of our Common Stock plus dividends, or ending value, is at least $235.50 when the performance units vest. The number of shares actually issued is subject to reduction so that the ending value multiplied by the number of shares issued does not exceed $235.50 multiplied by the number of performance units awarded.

 

(4)	Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined in accordance with ASC 718. The assumptions used in the valuation are discussed in note 18 to our audited financial statements for 2014.

 

(5)

Reflects awards under our Management Incentive Plan. We have included additional information about our Management Incentive Plan, including the performance measures for 2014 and the levels of performance that were achieved, under “Elements of Compensation – Short-Term Cash Incentives” on page 53 in our Compensation Discussion and Analysis.

 

(6)	Includes the aggregate increase in the actuarial value of pension benefits for 2014, the 2013 Stub Period and fiscal 2013 and 2012 under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack, McLellan and Davis and under Cargill’s international employees’ pension plan for Mr. McLellan.

We have included additional information about these plans, including the plan measurement dates, methodology and assumptions used in determining the amounts in this column, in the Pension Benefits Table and accompanying narrative and notes on page 73.

For Mr. McLellan, fiscal 2013 also includes the amount at May 31, 2013 of benefits under a supplemental agreement that we entered into with Mr. McLellan in fiscal 2013, and 2014 and the 2013 Stub Period include the increases in the amount of the benefit under this agreement during 2014 and the 2013 Stub Period, respectively. This agreement was part of arrangements intended to place certain of our employees, including Mr. McLellan, who participated in Cargill’s international retirement plan, in a position which, together with their benefits under Cargill’s international retirement plan, is comparable to that of our employees who are participants in Cargill’s U.S. salaried employees pension plan. We have discussed the benefits under Cargill’s U.S. salaried employees pension plan and international retirement plan, and Mr. McLellan’s supplemental agreement, in additional detail in our Compensation Discussion and Analysis under “Elements of Compensation – Employee Benefits – Cargill Pension Plans” on page 60, “Pension Benefits” on page 72 and “Potential Payments upon Termination or Change-in-Control – Supplemental Agreements for Cargill International Retirement Plan Participants” on page 80.

Because the arrangements for Mr. McLellan with respect to Cargill’s international retirement plan and our supplemental agreement with him were not put in place until fiscal 2013 but the amount shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for Mr. McLellan

 

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for these arrangements for fiscal 2013 reflects increases in his base salary since the formation of Mosaic in 2004, a period of more than eight years, the amount shown for fiscal 2013 is not indicative of the change in value that can be expected for Mr. McLellan with respect to these arrangements in any single future year.

No non-qualified deferred compensation earnings are reflected in this column because our deferred compensation arrangements do not offer above-market earnings.

 

(7)	The table below shows the components of compensation that are included in this column for 2014:

 

						Other ($)(a)(c)
Name		Reportable Perquisites ($)(a)		Company Contributions to Defined Contribution Plans ($)(b)		Matching Charitable Contributions ($)		Dividend Equivalents ($)		Other ($)		Total ($)
James T. Prokopanko		30,847		600,230		100,000		77,896		38,910		847,884
Richard L. Mack		—		145,172		10,000		17,702		7,657		180,532
Lawrence W. Stranghoener		—		230,135		28,000		23,014		15,172		296,322
James (“Joc”) C. O’Rourke		17,931		266,210		12,000		26,555		22,754		345,450
Richard N. McLellan		11,034		142,560		31,600		10,620		22,278		218,092
Gary (“Bo”) N. Davis		—		119,441		5,000		10,620		14,312		149,373

 

(a)

Perquisites that are identified in the table above in accordance with SEC rules include:

 

•

Amounts paid under our executive physical exam program;

 

•

Amounts reimbursed under our executive financial planning program; and

 

•

Amounts reimbursed under our travel policy for travel by spouses to industry and investor conferences. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee. In accordance with applicable rules of the SEC, the tax gross-up is included in the “Other” column in the table above. Tax gross-up payments are determined after the end of each calendar year. As a result, the tax gross-up amount included in the table above reflects the amount reimbursed for 2014.

Except as shown in the table above, the incremental cost to us of perquisites for 2014 did not exceed $10,000 for any Named Executive Officer.

 

(b)

Reflects our contributions for Named Executive Officers to the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic Investment Plan that exceed limitations for tax-qualified plans under the Code that are contributed to our unfunded non-qualified deferred compensation plan. We have included additional information about our unfunded non-qualified deferred compensation plan under “Non-Qualified Deferred Compensation” on page 75.

 

(c)

Includes:

 

•

Contributions we made to match charitable donations made by the Named Executive Officers to United Way;

 

•

Dividend equivalents paid upon vesting of restricted stock units and performance units in 2014; and

 

•

Premiums we paid for executive life and disability plans. We have discussed additional detail about the executive life and disability plans in our Compensation Discussion and Analysis under – “Elements of Compensation – Employee Benefits – Executive Life and Disability Plans” on page 61.

 

(8)	Mr. Mack was our Executive Vice President, General Counsel and Corporate Secretary until June 1, 2014, when he became our Executive Vice President and Chief Financial Officer.

 

(9)

Mr. Stranghoener was our Executive Vice President and Chief Financial Officer until June 1, 2014, when he became our Interim Chief Executive Officer until August 4, 2014. He served as our Executive Vice President – Strategy and Business Development from August 4, 2014 until his retirement on January 23, 2015.

 

(10)	Mr. O’Rourke was our Executive Vice President – Operations until August 13, 2012 when he became our Executive Vice President – Operations and Chief Operating Officer.

 

(11)	2014 is Mr. Davis’s first year as a Named Executive Officer.

 

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Grants of Plan-Based Awards

The following table and accompanying narrative and notes provide information about our awards under our Management Incentive Plan, as well as our grants of stock options, restricted stock units, performance units and performance shares to each of our Named Executive Officers for 2014. We did not grant any other award under any equity or non-equity incentive plan in 2014 that would be paid out in a future fiscal year.

2014 Grants of Plan-Based Awards Table

 

Name						Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#) (3)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($) (4)
		Grant Date		Approval Date (1)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
James T. Prokopanko		—		—		0  (5)		1,620,000		4,050,000		—		—		—		—		—		—		—
		3/7/2014		2/20/2014		—		—		—		—		—		—		—		94,022		49.73		1,766,673
		3/7/2014		2/20/2014		—		—		—		—		—		—		35,525 (6)		—		—		1,766,658
		3/7/2014		2/20/2014		—		—		—		0		28,853		57,706								1,766,669
		3/28/2014		3/19/2014		—		—		—		0		107,789		161,684		—		—		—		5,299,985
Richard L. Mack		—		—		0  (5)		463,333 (7)		1,158,333		—		—		—		—		—		—		—
		3/7/2014		2/19/2014		—		—		—		—		—		—		—		21,288		49.73		400,002
		3/7/2014		2/19/2014		—		—		—		—		—		—		8,043 (6)		—		—		399,978
		3/7/2014		2/19/2014		—		—		—		0		6,533		13,066		—		—		—		400,016
		3/28/2014		3/27/2014		—		—		—		0		24,405		36,608		—		—		—		1,199,994
Lawrence W. Stranghoener		—		—		0  (5)		712,500 (8)		1,781,250		—		—		—		—		—		—		—
		3/7/2014		2/19/2014		—		—		—		—		—		—		—		26,610		49.73		500,002
		3/7/2014		2/19/2014		—		—		—		—		—		—		10,054 (6)		—		—		499,985
		3/7/2014		2/19/2014		—		—		—		0		8,166		16,332		—		—		—		500,004
		3/28/2014		3/27/2014		—		—		—		0		30,506		45,759		—		—		—		1,499,980
James (“Joc”) C. O’Rourke		—		—		0  (5)		730,000		1,825,000		—		—		—		—		—		—		—
		3/7/2014		2/19/2014		—		—		—		—		—		—		—		33,706		49.73		633,336
		3/7/2014		2/19/2014		—		—		—		—		—		—		12,735 (6)		—		—		633,312
		3/7/2014		2/19/2014		—		—		—		0		10,344		20,688		—		—		—		633,363
		3/28/2014		3/27/2014		—		—		—		0		38,641		57,962		—		—		—		1,499,980
Richard N. McLellan		—		—		0  (5)		363,750		909,375		—		—		—		—		—		—		—
		3/7/2014		2/19/2014		—		—		—		—		—		—		—		17,740		49.73		333,335
		3/7/2014		2/19/2014		—		—		—		—		—		—		6,703 (6)		—		—		333,340
		3/7/2014		2/19/2014		—		—		—		0		5,444		10,888		—		—		—		333,336
		3/28/2014		3/27/2014		—		—		—		0		20,338		30,507		—		—		—		1,000,019
Gary (“Bo”) N. Davis		—		—		0  (5)		292,500		731,250		—		—		—		—		—		—		—
		3/7/2014		2/19/2014		—		—		—		—		—		—		—		12,418		49.73		233,334
		3/7/2014		2/19/2014		—		—		—		—		—		—		4,692 (6)		—		—		233,333
		3/7/2014		2/19/2014		—		—		—		0		3,811		7,622		—		—		—		233,348
		3/28/2014		3/27/2014		—		—		—		0		14,236		21,354		—		—		—		699,984

 

 

(1)	The date of grant for all of our 2014 annual long-term incentive awards was the date set by our Board and Compensation Committee for grants made to our CEO and Executive Officers, respectively.

(2)	This column shows the threshold, target and maximum potential number of shares to be paid out upon vesting of performance units and performance shares granted in 2014.

(3)	Shows the number of shares subject to stock options granted in 2014.

(4)

Reflects the grant date fair value for each Named Executive Officer’s grants of restricted stock units, stock options, performance units and performance shares granted in 2014, determined in accordance with ASC 718. In accordance with SEC rules, the grant date fair value for performance units and performance shares excludes the effect of estimated forfeitures.

(5)

This row shows the threshold, target and maximum potential annual awards under our Management Incentive Program for 2014. We paid the actual awards for 2014 in March 2015. The amount of the actual 2014 payout for each Named Executive Officer is set forth in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our Management Incentive Plan, including the performance measures for 2014 and the

 

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levels of performance that were achieved, under “Elements of Compensation – Short-Term Cash Incentives – Management Incentive Plan” on page 53 in our Compensation Discussion and Analysis.

(6)	This row shows the numbers of shares subject to restricted stock units granted.

(7)	Based on Mr. Mack’s annual base salary as in effect for the relevant portions of the year, as described in the “2014 Compensation Decisions” on page 42.

(8)	Based on Mr. Stranghoener’s salary and short-term incentive opportunity as in effect for the relevant portions of the year, as described in the “2014 Compensation Decisions” on page 44.

 

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Outstanding Equity Awards

The following table and accompanying narrative and notes summarize the outstanding equity awards held by the Named Executive Officers as of December 31, 2014.

2014 Outstanding Equity Awards at Fiscal Year-End Table

 

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($) (1)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($) (2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James T. Prokopanko			83,433				—				40.03				8/2/2017				30,661  (3)				1,399,675				24,816  (4)				1,132,850  (4)
			23,409				—				127.21				7/31/2018				32,698  (5)				1,492,664				28,610  (6)				1,306,047  (6)
			48,077				—				52.72				7/27/2019				35,525  (7)				1,621,716				28,853  (8)				1,317,139  (8)
			79,011				—				44.93				7/27/2020												107,789  (9)				4,920,568  (9)
			47,373				—				70.62				7/21/2021
			51,476				25,738  (10)				57.62				7/19/2022
			27,883				55,766  (11)				54.03				7/18/2023
			—				94,022  (12)				49.73				3/7/2024
Richard L. Mack			36,382				—				17.29				8/1/2015				6,942  (3)				316,902				5,619  (4)				256,507  (4)
			47,319				—				15.45				8/4/2016				7,403  (5)				337,947				6,478  (6)				295,721  (6)
			19,368				—				40.03				8/2/2017				8,043  (7)				367,163				6,533  (8)				298,231  (8)
			5,486				—				127.21				7/31/2018												24,405  (9)				1,114,088  (9)
			10,216				—				52.72				7/27/2019
			15,194				—				44.93				7/27/2020
			10,767				—				70.62				7/21/2021
			11,655				5,828  (10)				57.62				7/19/2022
			6,313				12,626  (11)				54.03				7/18/2023
			—				21,288  (12)				49.73				3/7/2024
Lawrence W. Stranghoener			64,935				—				17.29				8/1/2015				8,678  (3)				396,151				7,023  (4)				320,600  (4)
			61,120				—				15.45				8/4/2016				9,254  (5)				422,445				8,097  (6)				369,628  (6)
			25,328				—				40.03				8/2/2017				10,054  (7)				458,965				8,166  (8)				372,778  (8)
			7,315				—				127.21				7/31/2018												30,506  (9)				1,392,599  (9)
			14,423				—				52.72				7/27/2019
			22,285				—				44.93				7/27/2020
			13,997				—				70.62				7/21/2021
			14,568				7,285  (10)				57.62				7/19/2022
			7,891				15,783  (11)				54.03				7/18/2023
			—				26,610  (12)				49.73				3/7/2024
James (“Joc”) C. O’Rourke			12,019				—				52.72				7/27/2019				10,992  (3)				501,785				8,896  (4)				406,102  (4)
			20,259				—				44.93				7/27/2020				11,722  (5)				535,109				10,256  (6)				468,186  (6)
			16,150				—				70.62				7/21/2021				12,735  (7)				581,353				10,344  (8)				472,204  (8)
			18,454				9,227  (10)				57.62				7/19/2022												38,641  (9)				1,763,962  (9)
			9,995				19,992  (11)				54.03				7/18/2023
			—				33,706  (12)				49.73				3/7/2024
Richard N. McLellan			16,562				—				15.45				8/4/2016				4,628  (3)				211,268				3,746  (4)				171,005  (4)
			12,574				—				40.03				8/2/2017				6,169  (5)				281,615				5,398  (6)				246,419  (6)
			2,926				—				127.21				7/31/2018				6,703  (7)				305,992				5,444  (8)				248,519  (8)
			6,611				—				57.72				7/27/2019												20,338  (9)				928,430  (9)
			10,130				—				44.93				7/27/2020
			6,460				—				70.62				7/21/2021
			7,770				3,885  (10)				57.62				7/19/2022
			5,261				10,522  (11)				54.03				7/18/2023
			—				17,740  (12)				49.73				3/7/2024

 

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		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($) (1)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($) (2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Gary (“Bo”) N. Davis			10,429				—				40.03				8/2/2017				4,319  (5)				197,162				3,779  (6)				172,511  (6)
			2,195				—				127.21				7/31/2018				4,692  (7)				214,190				3,811  (8)				173,972  (8)
			4,507				—				52.72				7/27/2019												14,236  (9)				324,937  (9)
			10,130				—				44.93				7/27/2020
			6,460				—				70.62				7/21/2021
			6,798				3,400  (10)				57.62				7/19/2022
			3,682				7,366  (11)				54.03				7/18/2023
			—				12,418  (12)				49.73				3/7/2024

 

(1)	The exercise price for all stock options is the fair market value of our Common Stock on the date of grant, which is equal to the closing price as reflected on the NYSE composite tape.

(2)	The amounts for restricted stock units were calculated by multiplying the closing market price of our Common Stock on December 31, 2014 of $45.65 per share by the number of unvested shares.

(3)	These restricted stock units vest on July 19, 2015.

(4)

These performance units vest on July 19, 2015. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2014.

(5)	These restricted stock units vest on July 18, 2016.

(6)

These performance units vest on July 18, 2016. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2014.

(7)	These restricted stock units vest on March 7, 2017.

(8)

These performance units vest on March 7, 2017. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2014.

(9)

These performance share awards were granted under our Cost Reduction Incentive Program and vest based on achievement of cost reduction goals over a three-year performance period ending on December 31, 2016 as described under “Cost Reduction Incentive Awards” on page 59. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2014.

(10)	These stock options vest on July 19, 2015.

(11)	Half of these stock options vest on July 18, 2015 and half will vest on July 18, 2016.

(12)	One-third of these stock options vested on March 7, 2015, and one-third will vest on March 7 in each of 2017 and 2017.

 

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Option Exercises and Stock Vested

The following table and accompanying notes set forth information about stock options that the Named Executive Officers exercised during 2014 and restricted stock units of the Named Executive Officers that vested during 2014.

2014 Option Exercises and Stock Vested Table

 

		Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
James T. Prokopanko		183,345		$8,082,456		76,510		$3,613,567
Richard L. Mack		—		—		50,109		2,366,648
Lawrence W. Stranghoener		12,084		$   522,391		52,439		2,476,694
James (“Joc”) C. O’Rourke		—		—		53,992		2,550,042
Richard N. McLellan		35,508		$1,652,936		25,830		1,219,950
Gary (“Bo”) N. Davis		4,718		218,962		4,658		219,998

 

(1)	We calculated these amounts by multiplying the number of shares exercised times the difference between (a) the closing price of our Common Stock on the date of the option exercise as reported on the NYSE composite tape and (b) the exercise price of the stock option.

(2)	We calculated these amounts by multiplying the number of shares vested times the closing price of our Common Stock as reported on the NYSE composite tape on the vesting date.

Pension Benefits

Cargill Pension Plans

Messrs. Mack, McLellan and Davis participate in Cargill’s U.S. salaried employees’ pension plan and Mr. McLellan participates in Cargill’s international retirement plan.

The Cargill U.S. salaried employees’ pension plan is a tax-qualified defined benefit pension plan under the provisions of the Code. Benefits under the plan are generally based on years of service and final average salary prior to termination of employment or retirement. No additional years of credited service are accrued under Cargill’s U.S. salaried employees’ pension plan for Messrs. Davis, Mack and McLellan after December 31, 2004. Accordingly, their total credited years of service primarily reflects their service with Cargill, while their credited years of service for employment at Mosaic includes only the period from the October 22, 2004 business combination between IMC and the fertilizer businesses of Cargill through December 31, 2004. However, additional years of vesting service are credited for the purpose of determining eligibility to retire, and covered compensation for purposes of determining benefits under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack, McLellan and Davis include post-combination compensation that we pay them.

Cargill’s international retirement plan is a non-qualified defined benefit plan. Benefits under the plan for Mr. McLellan are generally based on years of service and final average salary prior to termination of employment. No additional years of credited service are accrued under Cargill’s international retirement plan for Mr. McLellan after October 15, 1998. Accordingly, his total credited years of service reflect only his service with Cargill. However, covered compensation for purposes of determining benefits under Cargill’s international retirement plan includes post-combination compensation that we paid him through December 31, 2010. In accordance with the merger and contribution agreement related to the combination, Cargill incurs the costs associated with pre-combination benefits for certain former employees of Cargill under certain pension plans, including Cargill’s U.S. salaried employees’ pension plan but excluding Mr. McLellan’s participation in Cargill’s international retirement plan, and charges them to us. The amount that Cargill may charge to us under these plans for pension costs relating to all former Cargill employees may not exceed $2.0 million per year or $19.2 million in the aggregate. As of December 31, 2014, the unused portion of the $19.2 million cap was $2.2 million.

 

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With respect to Cargill’s international retirement plan, in fiscal 2013, we entered into an agreement under which we paid Cargill $470,000. This agreement was part of arrangements intended to place certain of our employees, including Mr. McLellan, who participated in Cargill’s international retirement plan, in a position which, together with supplemental agreements we entered into with those employees, is comparable to that of our employees who are participants in Cargill’s U.S. salaried employees pension plan as described above. We have discussed these arrangements in additional detail in our Compensation Discussion and Analysis under “Elements of Compensation – Employee Benefits – Cargill Pension Plans” on page 60 above and “Potential Payments upon Termination or Change-in-Control – Supplemental Agreements for Cargill International Retirement Plan Participants” on page 80 below.

Cargill is solely responsible for payment of the annual pension benefits to the participants under Cargill’s U.S. salaried employees’ pension plan and international retirement plan.

Supplemental Agreements for Cargill International Retirement Plan Participants

As part of the arrangements referred to above that were intended to place certain of our employees, including Mr. McLellan, who participated in Cargill’s international pension plan in a position comparable to that of our U.S. participants in Cargill’s U.S. salaried employees plan following the combination between IMC and the fertilizer businesses of Cargill, in fiscal 2013, we also entered into supplemental agreements with the affected employees. The supplemental agreements provide for payment of a lump sum that increases each year to age 65. For Mr. McLellan, the lump sum payment began at $119,000 had termination of employment occurred at age 56 and increases annually to $760,000 if termination of employment occurs at age 65.

The following table and accompanying narrative and notes provide information about the participation of the Named Executive Officers in Cargill’s U.S. salaried employees’ pension plan and international retirement plan and our supplemental agreement with Mr. McLellan.

2014 Pension Benefits Table

 

Name		Plan Name		Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)
Richard L. Mack (1)		Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan		10		$220,900(2)
Richard N. McLellan (1)		Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan		6		$219,800(2)
Richard N. McLellan (1)		The Cargill International Retirement Plan		20		$697,700(2)
Richard N. McLellan (3)		Individual Nonqualified Pension Agreement		—		$263,000
Gary (“Bo”) N. Davis (1)		Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan		11		$420,900(2)

 

(1)

Annual benefits for Messrs. Mack, McLellan and Davis under Cargill’s U.S. salaried employees’ pension plan are equal to 0.80% of final average salary plus 0.35% of final average salary in excess of Covered Compensation (as defined for social security purposes), all times years of service. Years of service are limited to (i) 40 years for the 0.80% component of the benefit, and (ii) 35 years for the 0.35% component of the benefit. Service is frozen for Messrs. Mack, McLellan and Davis as of December 31, 2004 and final average salary and covered compensation are as of the termination date of their employment at Mosaic.

 

Normal retirement benefits under Cargill’s U.S. salaried employees’ pension plan are payable at age 65. Messrs. Mack, McLellan or Davis may retire with unreduced retirement benefits under the plan once they are age 60. Once they are age 55, they may retire early and receive benefits that are reduced based on the percentages specified in the table below for each year that the payments start prior to age 60. Messrs. Mack, McLellan and Davis are age 47, and age 58 and age 62, respectively, and have 20 years, 36 years and 21 years, respectively, of credited vesting service at December 31, 2014.

 

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Years of Credited Vesting Service		Per Year  Reduction Percentage
35 or more		3%
30 – 34		4%
25 – 29		5%
20 – 24		6%
15 – 19		7%

 

If they terminate employment before age 55, they may either receive an unreduced benefit commencing at age 65, or may elect to receive a reduced benefit at an earlier date.

 

The normal form of payment of the annual benefit is a straight life annuity. Optional benefit forms include actuarial equivalent joint and survivor and 10-year certain and life annuities. A lump sum payment is offered only if the actuarial equivalent value of the benefit is $25,000 or less.

 

The credited years of service for Messrs. Davis, Mack and McLellan under Cargill’s U.S. salaried employees’ pension plan include their service with Cargill. Their benefits under the plan are fully vested.

 

Annual benefits for Mr. McLellan under Cargill’s international retirement plan are equal to 1.50% of final average salary times years of service (not to exceed 40) reduced by any pension benefits earned under any Cargill retirement plans and social security programs while earning service under Cargill’s international retirement plan. For Mr. McLellan, the benefit is based on years of service up to October 15, 1998 and final average salary as of December 31, 2010 including his service at Mosaic.

 

Normal retirement benefits under Cargill’s international retirement plan are payable at age 65. Mr. McLellan is not eligible to receive benefits at an earlier age.

 

The normal form of payment of the annual benefit under Cargill’s international retirement plan is a straight life annuity. If the participant has a joint annuitant, the benefit is paid as an actuarial equivalent 100% joint and survivor annuity. A lump sum is paid only if the actuarial equivalent value of the benefit is $10,000 or less.

 

The credited years of service for Mr. McLellan under Cargill’s international retirement plan include his service with Cargill. His benefits under the plan are fully vested.

 

Compensation Used to Determine Pension Benefits

 

Under Cargill’s U.S. salaried employees pension plan, eligible compensation consists of base salary. Eligible compensation is limited under the Code to $255,000 and $260,000 for calendar 2013 and 2014, respectively.

 

Under Cargill’s international retirement plan, eligible compensation consists of base salary (and in the case of salespeople compensated on the basis of salary or sales bonuses, their commissions) but excluding any other remuneration.

 

Valuation Assumptions

 

The amounts listed in the “Present Value of Accumulated Benefit” column of the Pension Benefits Table and the amounts listed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table are based on the following assumptions:

 

•

discount rates of 4.25% for the present value calculation as of December 31, 2014, 4.30% for the present value calculations as of each of December 31, 2013 and May 31, 2013 and 4.25% for the present value calculation as of May 31, 2012, and post-retirement mortality using the RP-2000 mortality table with fixed 25-year projection using scale BB as of December 31, 2014 and fixed 18-year projection using scale AA as of December 31, 2013 and May 31, 2013, and combined mortality for active employees and retirees, and no collar adjustments. These are the same assumptions used by Cargill in determining the accumulated benefits under the Cargill U.S. salaried employees’ pension plan that it uses in determining its charges to us for the plan;

 

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•

immediate retirement for Mr. Davis and retirement age of 60 for Messrs. Mack and McLellan under the Cargill U.S. salaried employees’ pension plan, which is the earliest age that any Named Executive Officer may retire with unreduced retirement benefits under that plan, and retirement at age 65 for Mr. McLellan under Cargill’s international retirement plan, which is the earliest age that he may retire with unreduced benefits under that plan; and

 

•

expected terminations, disability and pre-retirement mortality: none assumed.

 

The present values of the accrued benefits were calculated as of December 31, 2014, the date used by Cargill in determining its charges to us for Cargill’s U.S. salaried employees pension plan.

 

(2)	This amount is an estimate and does not necessarily reflect the actual amount that will be paid to the Named Executive Officer, which will only be known when he becomes eligible for payment.

 

(3)	Following termination of employment, Mr. McLellan is entitled to a lump sum that increases each year to age 65. The lump sum payment begins at $263,000 if termination of employment occurs at age 58 and increases annually to $760,000.

 

The amount listed in the “Present Value of Accumulated Benefit” column of the Pension Benefits table is the lump sum amount payable under the terms of the supplemental agreement in the event of termination of employment at December 31, 2014.

Non-Qualified Deferred Compensation

The table below sets forth the contributions, earnings and distributions for 2014 and balances at December 31, 2013 for each of the Named Executive Officers under our deferred compensation plan.

Each participant in our deferred compensation plan may choose how and when to receive payments of the portion of the participant’s account balance that results from the participant’s own contributions. A participant may choose to receive payments of this portion of the participant’s account balance on a specified date in a lump sum or in annual installments for up to ten years beginning on a date specified by the participant. If no election is made, payment is made in a lump sum after termination of employment. The portion of the participant’s account balance that results from our contributions is payable after termination of employment.

2014 Non-Qualified Deferred Compensation Table

 

Name		Executive Contributions in 2014 ($) (1)		Registrant Contributions in 2014 ($) (2)		Aggregate Earnings in 2014 ($) (3)		Aggregate Withdrawals/ Distributions ($) (4)		Aggregate Balance in 2014 ($) (5)
James T. Prokopanko		114,882		558,791		95,186		226,465		2,433,795
Richard L. Mack		77,327		110,333		50,649		108,035		832,049
Lawrence W. Stranghoener		60,186		188,269		128,633		0		1,502,688
James (“Joc”) C. O’Rourke		63,126		229,871		81,140		114,090		997,796
Richard N. McLellan		104,850		106,221		146,427		0		2,159,900
Gary (“Bo”) N. Davis		0		78,002		23,165		0		406,930

 

 

(1)	These amounts are included as part of the compensation shown for the Named Executive Officer in the “Salary” or “Non-Equity Incentive Plan Compensation” column for 2014 in the Summary Compensation Table.

(2)

Shows our contributions under the restoration provisions of our deferred compensation plan. The amount we credit under these restoration provisions is equal to the amount that would have been contributed to our tax-qualified defined contribution plan for the Named Executive Officer that exceeds limitations for tax-qualified plans under the Code. These amounts are included as part of the compensation shown for the Named Executive Officer in the “All Other Compensation” column for 2014 in the Summary Compensation Table and in the “Company Contributions to Defined Contribution Plans” column in the table in note (7) to the Summary Compensation Table.

 

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(3)

Shows the earnings on each Named Executive Officer’s account balance for 2014. Gains and losses accrue at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available to participants generally as investments under the Mosaic Investment Plan, a defined contribution plan qualified under Section 401(k) of the Code, except that our Common Stock is excluded. In general, participants in our deferred compensation plan may change how their deferrals are invested at any time. Because the rate of return is based on actual investment measures, no above-market earnings are paid. Accordingly, the amounts in this column were not included in the Summary Compensation Table.

(4)	Shows payments made to each Named Executive Officer from his account in 2014.

(5)	The table below sets forth the amounts of executive and registrant contributions reported for the Named Executive Officers in the Summary Compensation Table in our Proxy Statement for any prior year:

 

Name		Contributions ($)
James T. Prokopanko		2,485,855
Richard L. Mack		1,465,992
Lawrence W. Stranghoener		932,600
James (“Joc”) C. O’Rourke		826,380
Richard N. McLellan		906,714
Gary (“Bo”) N. Davis		13,714

Potential Payments upon Termination or Change-in-Control

As discussed under “Elements of Compensation – Severance and Change-in-Control Arrangements” in our Compensation Discussion and Analysis on page 62, we have senior management severance and change-in-control agreements with our executive officers, including the Named Executive Officers.

The severance and change-in-control agreements set forth the terms and conditions upon which our executive officers would be entitled to receive certain benefits upon termination of their employment:

 

•

by us with cause (as the term cause is described below);

 

•

by us without cause;

 

•

by the covered executive for good reason (as the term good reason is described below);

 

•

due to the covered executive’s death or disability; or

 

•

by the covered executive without good reason.

General Benefits

In general, upon any termination of employment an executive officer is entitled to amounts earned but that we have not paid. These amounts include:

 

•

base salary for services through the date of termination;

 

•

bonus amounts earned through the date of termination;

 

•

vested stock options;

 

•

compensation deferred by the executive officer and earnings on that deferred compensation;

 

•

vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 72; and

 

•

vested benefits under defined contribution retirement arrangements as described in note (8)(b) to the Summary Compensation Table and in the Non-Qualified Deferred Compensation Table and accompanying narrative and notes.

 

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Benefits upon Termination by Company without Cause or by Executive for Good Reason

In addition, in the event of termination by us without cause or by an executive officer for good reason, the executive officer is entitled to:

 

•

an amount equal to the executive officer’s annual base salary;

 

•

an amount equal to the executive officer’s prior fiscal year target bonus percent under our Management Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by the executive officer’s base salary;

 

•

if the executive officer was employed by us for three months or more during the fiscal year in which the termination occurs, a pro rata portion of any annual bonus that would have been payable based on actual performance under our Management Incentive Plan;

 

•

if the executive officer elects to continue group health or dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), reimbursement for a portion of the premiums equal to the amount we would pay if the executive officer were an active employee, for up to twelve months as long as coverage under COBRA is available;

 

•

elect to continue coverage under our life insurance or health flexible spending account programs in accordance with the terms of those programs;

 

•

compensation for unused vacation; and

 

•

outplacement services for up to one year (to a maximum of $25,000).

Amounts payable would be reduced by the amount of other compensation the executive officer receives from us as an employee, independent contractor or consultant during the twelve months following termination of employment, as well as by any compensation under any other severance plan of ours.

Benefits Following Change-in-Control

In the event of a qualified change-in-control termination (as the term qualified change-in-control termination is described below), the executive officer is entitled to the same benefits as discussed under “Benefits upon Termination by Company without Cause or by Executive for Good Reason,” except that:

 

•

our CEO would be entitled to three times, and other executive officers would be entitled to two times, annual base salary and prior fiscal year target bonus percent under our Management Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by annual base salary;

 

•

the minimum period for which the executive officer would be required to be employed by us during the fiscal year in order to receive a pro rata portion of any annual bonus that would have been payable based on actual performance under our Management Incentive Plan would be reduced to one day;

 

•

if the executive officer has not used financial planning services or had an executive physical in the year of termination, we would pay the executive officer $7,000 and $10,000, respectively;

 

•

instead of reimbursing the executive officer for our portion of premium costs to continue coverage under group health, dental and life insurance plans, we would pay the executive officer a lump sum equal to eighteen months of our portion of the premium costs;

 

•

we would pay the executive officer a lump sum payment equal to eighteen months of the premium costs for executive disability and life insurance policies;

 

•

the reimbursement for outplacement services would be replaced by a lump sum payment of $25,000; and

 

•

we would also credit the executive officer’s account under our nonqualified deferred compensation plan with certain amounts that we would have credited through the date of termination of employment under the Mosaic Investment Plan that either:

 

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Ø

exceed limitations for contributions to tax-qualified plans under the Code; or

 

Ø

are not credited to the executive officer’s account because of a requirement under the Mosaic Investment Plan that a participant remain actively employed as of the end of the year in order to be eligible for our contribution.

If the payments to an executive officer under the agreement together with amounts under other agreements or plans would subject the executive officer to the excise tax imposed by Section 4999 of the Code on parachute payments as defined in Section 280G of the Code, the benefits payable to the participant would be reduced if doing so would result in the best net benefit to the executive officer.

Description of Key Terms

For purposes of the severance and change-in-control agreements, in general:

 

•

“Cause” means:

 

Ø

material breach of the severance agreement;

 

Ø

gross neglect or willful failure or refusal to perform the executive officer’s duties;

 

Ø

personal dishonesty intended to result in substantial personal enrichment at our expense;

 

Ø

willful or intentional acts to injure The Mosaic Company or the executive officer’s reputation or business relationships;

 

Ø

knowing and intentional fraud again us, our customers, suppliers, clients, agents or employees;

 

Ø

conviction of a felony or any crime involving fraud, dishonesty or moral turpitude; or

 

Ø

material breach of our Code of Business Conduct and Ethics.

 

•

“Good reason” means:

 

Ø

material demotion in status or duties;

 

Ø

requiring the executive officer to move his or her regular office location by more than 50 miles; or

 

Ø

material diminution in base salary.

 

•

A “qualified change-in-control termination” means termination of an executive officer’s employment by us without cause or by an executive officer for good reason:

 

Ø

within two years following a change-in-control (as the term change-in-control is defined below); or

 

Ø

following our entry into a definitive agreement or plan that results in any of the following types of changes in control if the change-in-control occurs within six months after the date of termination:

 

•

an acquisition of 50% or more of the voting power of our outstanding voting stock;

 

•

a merger, consolidation, sale of substantially all assets or similar business combination unless the beneficial owners of our voting stock before the business combination own more than 50% of the voting stock of the surviving or acquiring entity in substantially the same proportions as before the business combination; or

 

•

stockholder approval of liquidation or dissolution of The Mosaic Company.

 

•

A “change-in-control” occurs if one of the following events occurs:

 

Ø

a majority of our directors are not individuals:

 

•

for whose election proxies were solicited by our Board; or

 

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•

who were appointed by our Board to fill vacancies caused by death, resignations or newly-created directorships; or

 

Ø

an acquisition of 50% or more of the voting power of our outstanding voting stock; or

 

Ø

a merger, consolidation, sale of substantially all assets or similar business combination unless the beneficial owners of our voting stock before the business combination own more than 50% of the voting stock of the surviving or acquiring entity in substantially the same proportions as before the business combination; or

 

Ø

stockholder approval of liquidation or dissolution of The Mosaic Company.

Obligations of our Executive Officers

The severance and change-in-control agreements require our executive officers to:

 

•

furnish notice of good reason for termination by the executive officer and an opportunity for us to cure the good reason within 30 days, and continue to perform the executive officer’s duties during the cure period;

 

•

furnish at least 30 days advance notice of a termination of employment without good reason and continue to perform the executive officer’s duties during the notice period;

 

•

furnish us with a general release of claims the executive officer may have against us in order to obtain benefits as a result of termination by us without cause or by the executive officer with good reason; and

 

•

cooperate with the transition of the executive officer’s duties and responsibilities.

The severance and change-in-control agreements prohibit the executive officers from:

 

•

disclosing confidential information; and

 

•

for a period of 12 months following termination of employment:

 

Ø

soliciting our customers, dealers, employees, vendors and suppliers, or interfering with our business relationships; or

 

Ø

competing with us.

Duration of Severance and Change-in-Control Agreements

Our current severance and change-in-control agreements will expire March 31, 2017 unless renewed by us and the executive officer, except that following a change-in-control the term will extend to at least the second anniversary of the change-in-control.

Treatment of Long-Term Incentive Awards

Long-term equity incentive awards require a “double trigger” qualified change-in-control termination before vesting in the event of a change-in-control, as long as the consideration our stockholders receive in the change-in-control is stock that is registered under Section 12 of the Securities Exchange Act of 1934 (“’34 Act”). The definition of a change-in-control under our long-term incentive awards is generally the same as under our severance and change-in-control agreements.

Treatment of Cost Reduction Incentive Awards

Our cost reduction incentive awards require a “double trigger” qualified change-in-control termination before vesting in the event of a change-in-control. The definition of a change-in-control under our long-term incentive awards is generally the same as under our severance and change-in-control agreements.

 

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Potential Acceleration of Payment of Non-Qualified Deferred Compensation

Our non-qualified deferred compensation plan in the U.S. provides that our Board, as constituted immediately before a change in control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan.

Supplemental Agreements for Cargill International Retirement Plan Participants

We have a supplemental agreement with Mr. McLellan, as a participant in Cargill’s international retirement plan, intended to put him in a position comparable to that of our employees who participate in Cargill’s U.S. salaried employees pension plan. If Mr. McLellan’s employment terminated at December 31, 2014, we would have paid him $263,000 under the supplemental agreement.

Quantification of Compensation Payable as a Result of Severance or Change-in-Control

The table below sets forth estimated potential incremental amounts payable to each Named Executive Officer pursuant to our severance and change-in-control agreements.

We relied on the following key assumptions in determining the amounts in the table, as well as the other assumptions discussed in the accompanying notes:

 

•

the termination of employment was effective as of December 31, 2014;

 

•

the pro rata portion of the annual bonus that would have been payable as of the date of severance was based on the actual bonus under our Management Incentive Plan for 2014;

 

•

in estimating the reimbursement for outplacement services in the event of termination of employment without cause or for good reason without a change-in-control, the maximum $25,000 amount of outplacement services is used;

 

•

we did not pay the executive officer any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment;

 

•

each Named Executive Officer maximized his contributions to the Mosaic Investment Plan;

 

•

for cost reduction incentive awards, that the performance period ended on December 31, 2014, with performance measured based on the level of controllable operating costs per tonne achieved for 2014; and

 

•

the 30-day trading average of our Common Stock as of the date of termination of employment was equal to that for the period ended December 31, 2014.

 

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Any change in these assumptions would change the amounts shown in the table, and the change could be material. The actual amounts that would be paid to a Named Executive Officer can only be determined at the time of the severance or change in control and/or termination of employment and can be expected to be different from the amounts shown in the table below. The table below does not include compensation that is accrued or vested prior to severance or a change in control.

Severance and Change-in-Control Compensation Table

 

Name and Benefits		Termination Before Change-in-Control without Cause or for Good Reason ($)				Qualified Change-in- Control Termination ($)
James T. Prokopanko
Cash Severance			5,023,200				10,663,200
Long-Term Incentives			—				13,212,511	(1)
Health, Dental, Life and Disability Reimbursement			30,890				46,335
Compensation for Unused Vacation			0				0
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				185,390
Reduction to Avoid Excise Tax (2)			—				3,045,147
Total Estimated Incremental Value			5,079,090				27,194,583
Richard L. Mack
Cash Severance			1,710,100				2,790,100
Long-Term Incentives			—				2,991,429	(1)
Health, Dental, Life and Disability Reimbursement			6,963				10,445
Compensation for Unused Vacation			11,538				11,538
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				59,786
Reduction to Avoid Excise Tax (2)			—				0
Total Estimated Incremental Value			1,753,601				5,905,298
Lawrence W. Stranghoener
Cash Severance			2,217,750				3,466,500
Long-Term Incentives			—				3,739,299	(1)
Health, Dental, Life and Disability Reimbursement			37,488				56,232
Compensation for Unused Vacation			0				0
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				96,140
Reduction to Avoid Excise Tax (2)			—				0
Total Estimated Incremental Value			2,280,238				7,400,171
James (“Joc”) C. O’Rourke
Cash Severance			2,452,800				3,912,800
Long-Term Incentives			—				4,736,489	(1)
Health, Dental, Life and Disability Reimbursement			26,443				39,664
Compensation for Unused Vacation			0				0
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				93,240
Reduction to Avoid Excise Tax (2)			0				2,356,805
Total Estimated Incremental Value			2,504,243				11,180,998
Richard N. McLellan
Cash Severance			1,343,450				2,192,200
Long-Term Incentives			—				2,395,810	(1)
Health, Dental, Life and Disability Reimbursement			26,180				39,270
Compensation for Unused Vacation			9,327				9,327
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				57,715
Reduction to Avoid Excise Tax (2)			—				1,515,012
Total Estimated Incremental Value			1,403,957				6,251,334
Gary (“Bo”) N. Davis
Cash Severance			1,140,300				1,882,800
Long-Term Incentives			—				1,745,060	(1)
Health, Dental, Life and Disability Reimbursement			30,018				45,027
Compensation for Unused Vacation			5,192				5,192
Outplacement Services			25,000				25,000
Financial Planning and Executive Physical			—				17,000
Nonqualified Deferred Compensation Plan			—				61,640
Reduction to Avoid Excise Tax (2)			—				0
Total Estimated Incremental Value			1,200,510				3,781,719

 

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(1)	Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 31, 2014 at a price of $45.65, shares of our Common Stock that:

 

•

they could acquire pursuant to stock options for which we would accelerate vesting upon a qualified change-in-control termination pursuant to the terms of the stock option; and

 

•

we would issue to the executive officers upon a qualified change-in-control termination pursuant to the vesting of restricted stock units and performance units.

 

In the event of a change-in-control in which the consideration our stockholders receive does not consist solely of shares of common stock that are registered under Section 12 of the ’34 Act, these (a) restricted stock units and performance units would vest, with the vested shares issued at the end of the performance period, and (b) stock options would be cancelled and the holders would be entitled to payment of the excess, if any, of the highest per share price offered to our stockholders in change-in-control over the purchase price per share of the options, for each share subject to the cancelled options.

 

Also includes the pre-tax amounts that the Named Executive Officers would receive upon a qualified change-in-control termination following the vesting of performance shares. Each Named Executive Officer would receive a cash payment at the end of the performance period in an amount equal to the number of vested shares multiplied by the closing price per share of our Common Stock on the last trading day of the performance period but not less than the highest per share price offered to our stockholders in any transaction whereby the change in control takes place. We have assumed for purposes of these calculations that the applicable amount is the closing price per share of our Common Stock on December 31, 2014, or $45.65.

 

(2)

The excise tax imposed by the Code on “excess parachute payments” is 20%. This excise tax, together with any corresponding tax gross-up, applies only if the total value of change-in-control payments calculated under Section 280G of the Code equals or exceeds three times the average annual compensation attributable to the executive officer’s employment with us and Cargill over the prior five-year period. Under the severance and change-in-control agreements, if the excise tax would otherwise apply, the benefits payable to the executive officer would be reduced if doing so would result in the best net benefit to the executive officer.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was formed on October 22, 2004 through the business combination of IMC and the fertilizer businesses of Cargill. Prior to May 25, 2011, Cargill owned approximately 64% of our outstanding common stock.

In May 2011, in the Split-off, Cargill divested its approximately 64% (285.8 million share) interest in us to its stockholders (the “Exchanging Cargill Stockholders”), including the Margaret A. Cargill Foundation established under the Acorn Trust dated January 30, 1995, as amended, and the Anne Ray Charitable Trust dated August 20, 1996, as amended (the “MAC Trusts”), and a debt exchange (the “Debt Exchange”) with certain Cargill debt holders (the “Exchanging Cargill Debt Holders”). Following the Split-off and Debt Exchange, the MAC Trusts and Exchanging Cargill Debt Holders sold an aggregate of 157.0 million of these shares in underwritten public secondary offerings or to us. These transactions completed the disposition of the 157.0 million shares designated to be sold during the 15-month period following the Split-off.

All other shares of our stock received by the Exchanging Cargill Stockholders (approximately 129 million shares in the aggregate) were issued as shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”) or Class B Common Stock, par value $0.01 per share (all of which shares of Class B Common Stock were subsequently converted into Class A Shares) and were generally subject to transfer restrictions unless we consent. These transfer restrictions are removed as the Class A Shares convert to regular Common Stock. The first such conversion, under which all 42.9 million outstanding Class A Shares, Series A-1, were converted into regular Common Stock, occurred on November 26, 2013, and the second conversion, under which 42.9 million outstanding Class A Shares, Series A-2, were converted into regular Common Stock, occurred on November 26, 2014.

 

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The agreements relating to the Cargill Transaction continued to restrict our ability to engage in share buybacks until November 26, 2013, when the last of such restrictions expired.

On December 6, 2013, Mosaic entered into the MAC Trusts Share Repurchase Agreement , pursuant to which, through a series of purchases occurring from January 8, 2014 through July 30, 2014, all of the remaining Class A Shares, Series A-2, and Class A Shares, Series A-3 held by the MAC Trusts have been repurchased for an aggregate of $2 billion. Under the MAC Trusts Share Repurchase Agreement, among other things, the MAC Trusts agreed to release Mosaic from its contractual obligation to register any remaining shares of stock in a secondary offering under the Registration Agreement, dated as of January 18, 2011, by and among Mosaic, the MAC Trusts and the other parties thereto.

On February 14, 2014, we entered into the Family Trusts Share Repurchase Agreements pursuant to which Mosaic purchased an aggregate of approximately 8.2 million Class A Shares in two tranches for an aggregate of approximately $387.3 million.

Conversion of the remaining 17,176,046 Class A Shares, Series A-3, which are held by Exchanging Cargill Stockholders other than the MAC Trusts and the Family Trusts, into regular Common Stock is scheduled to occur on November 26, 2015.

In addition, in the New Horizon Transaction, we and the MAC Trusts became parties to an Amended and Restated Governance Agreement (the “Governance Agreement”), dated May 25, 2011. In February 2015, the Governance Agreement automatically terminated after the MAC Trusts no longer beneficially owned at least five percent of our outstanding shares of stock.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2014, the Compensation Committee of our Board was comprised of Messrs. Monahan, Ebel, Popowich and Seaton. No Compensation Committee interlocks or insider participation occurred during 2014.

 

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AUDIT COMMITTEE REPORT AND

PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of the Audit Committee

The Audit Committee oversees Mosaic’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the 2014 10-K Report, including the footnotes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, with management. This included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

As part of its oversight, the Audit Committee reviewed with management the following material included or summarized in Item 9A of the 2014 10-K Report:

 

•

Management’s report on its assessment of the effectiveness of Mosaic’s internal control over financial reporting; and

 

•

Management’s conclusions regarding the effectiveness of Mosaic’s disclosure controls and procedures.

The Audit Committee also reviewed with Mosaic’s independent registered public accounting firm, KPMG LLP, its report on the effectiveness of Mosaic’s internal control over financial reporting included in the 2014 10-K Report. Management has the primary responsibility for maintaining adequate internal control over financial reporting and disclosure controls and procedures. KPMG LLP has the responsibility for auditing the effectiveness of Mosaic’s internal control over financial reporting as of year end and expressing an opinion thereon based on its audit.

The Audit Committee also reviewed with KPMG LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of Mosaic’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and Auditing Standard No. 16 of the Public Company Accounting Oversight Board (United States). The Audit Committee has also reviewed with KPMG LLP and management the application and impact of new accounting rules, regulations, disclosure requirements and reporting practices on Mosaic’s financial statements and reports. In addition, the Audit Committee has discussed with KPMG LLP its independence from management and Mosaic, including the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee has also reviewed and considered the compatibility of nonaudit services with regard to KPMG LLP’s independence.

The Audit Committee discussed with our internal auditor and KPMG LLP the overall scope and plans for their respective audits. The Audit Committee meets with our internal auditor and our independent registered public accounting firm, with and without management present, to discuss the results of their audits, their evaluations of our internal controls and the overall quality of our financial reporting.

 

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In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements and the reports of KPMG LLP be included in the 2014 10-K Report for filing with the SEC. The Audit Committee has also approved the reappointment of KPMG LLP as Mosaic’s independent registered public accounting firm to audit the financial statements and the effectiveness of internal control over financial reporting for the 2015 calendar year.

Respectfully submitted,

Nancy E. Cooper, Chair

Gregory L. Ebel

Timothy S. Gitzel

William R. Graber

William T. Monahan

Fees Paid to Independent Registered Public Accounting Firm

During 2014, our Stub Period and our fiscal 2013 year, KPMG LLP (“KPMG”) provided us with audit, audit-related, tax compliance and planning and other services. We incurred the following fees for services performed by KPMG for these periods:

 

		2014		Stub Period ($)		2013 ($)
Audit Fees		4,692,000		3,995,000		4,750,000
Audit-Related Fees		328,000		1,252,000		657,000
Tax Fees		221,000		290,000		386,000
All Other Fees		0		0		42,000

Audit fees include fees associated with the annual financial statement audit and the audit of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. Also included are fees related to the review of our quarterly reports on Form 10-Q, statutory reporting required internationally, other audits required, as well as assistance with review of documents filed with the SEC.

Audit-related fees principally include fees associated with employee benefit plan audits, certain attest services, review of certain financial information and due diligence assistance. KPMG did not provide any internal audit assistance services during such periods.

Tax fees include tax compliance, tax return preparation, and tax planning fees. The fees related to tax planning were $196,000.

The Audit Committee of the Board has concluded that none of the services provided by KPMG has impaired KPMG’s independence.

Pre-Approval of Independent Registered Public Accounting Firm Services

Pursuant to the Audit Committee’s charter and independent registered public accounting firm services pre-approval policies, the Audit Committee pre-approves the annual audit fees and terms of engagement of our independent registered public accounting firm. In addition, the Audit Committee’s pre-approval policies identify specified categories of audit-related and tax services that may be provided by the independent registered public accounting firm.

The independent registered public accounting firm may be considered for other services not specifically approved as described above so long as the performance of such services by the independent registered public accounting firm is not prohibited by rules of the SEC.

Any engagement of the independent registered public accounting firm must be pre-approved by the Audit Committee or the Chair of the Audit Committee. All approvals granted by the Chair are reported to the Audit Committee at its next scheduled meeting.

In pre-approving a proposed engagement of the independent registered public accounting firm, the Audit Committee or its Chair considers the impact of the proposed engagement on the independence of the independent

 

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registered public accounting firm. If the services do not impair independence, the Audit Committee or its Chair considers such other factors as it deems relevant. Such factors may include, among other matters, (i) the relationship between fees for audit and non-audit services, (ii) whether the independent registered public accounting firm is best positioned to provide the most effective and efficient services, (iii) whether the services will improve the quality of the annual audit, (iv) cost, and (v) familiarity with our business, accounting and business systems, accounting principles and corporate structure.

In addition, the Audit Committee, pursuant to its charter, reviews on an annual basis a formal written statement from the independent registered public accounting firm delineating all relationships between the independent registered public accounting firm and Mosaic and its subsidiaries, consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and discusses with the independent registered public accounting firm its methods and procedures for assuring independence.

All of the services provided by KPMG for 2014, our Stub Period and our 2013 fiscal year were approved by the Audit Committee or its Chair under its policies. None of the services provided by KPMG for 2014, our Stub Period and our 2013 fiscal year were approved after the fact in reliance upon the de minimis exception of Regulation S-X promulgated by the SEC.

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

On March 4, 2015, the Audit Committee of the Board appointed KPMG LLP as the independent registered public accounting firm to audit our consolidated financial statements as of and for the year ending December 31, 2015 and the effectiveness of internal control over financial reporting as of December 31, 2015.

While we are not required to do so, we are submitting the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2015 for ratification in order to ascertain the views of our stockholders on this appointment. If the appointment is not ratified, the Audit Committee will reconsider its selection. Representatives of KPMG LLP are expected to be present at the 2015 Annual Meeting and will have the opportunity to make any statements they may desire. They also will be available to respond to appropriate questions of the stockholders.

The Board of Directors recommends a vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

PROPOSAL NO. 3 – ADVISORY “SAY-ON-PAY” VOTE ON EXECUTIVE COMPENSATION

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the ’34 Act, we are providing our stockholders with an opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers for 2014 as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

We have included an Executive Summary of our compensation philosophy and processes for our Named Executive Officers, and their compensation, for 2014 beginning on page 33. The other sections of the Compensation Discussion and Analysis section of this Proxy Statement, including the related tables beginning on page 64, describe in greater detail Mosaic’s executive compensation programs and decisions made by our Compensation Committee for 2014. The Compensation Committee and our management have established a compensation philosophy that seeks to align our strategic interests with our stockholders’ interests, to achieve our business objectives, and to optimize our ability to attract, retain and motivate key employees to create stockholder value. We embrace a pay-for-performance philosophy for our executive officers, whereby short-term incentive compensation is tied to achievement of annual goals, and long-term incentive compensation consists of stock-based awards that tie compensation levels to the performance of our stock price over time and serve as a tool for our retention of key management talent.

 

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We believe our compensation program for the Named Executive Officers is instrumental in helping Mosaic achieve strong financial performance, operational excellence and its strategic priorities. Accordingly, we ask that our stockholders cast an advisory vote to approve the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of Mosaic’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the related narrative disclosures set forth in Mosaic’s Proxy Statement for its 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

As an advisory vote, this proposal, commonly referred to as a “Say-on-Pay” proposal, is not binding upon Mosaic. However, our Board and our Compensation Committee, which is responsible for designing and administering Mosaic’s executive compensation program, value the opinions expressed by our stockholders and will consider the results of the vote when making future compensation decisions for our Named Executive Officers.

Our stockholders expressed strong support for our executive compensation program in the Say-on-Pay advisory votes at our 2011, 2012, 2013 and 2014 Annual Meetings of Stockholders. The next Say-on-Pay advisory vote will occur at our 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”).

The Board of Directors recommends that you vote FOR the approval of the compensation of our Named Executive Officers.

BENEFICIAL OWNERSHIP OF SECURITIES

Ownership of Securities by Directors and Executive Officers

The following table shows the number of shares of Common Stock owned beneficially, within the meaning of SEC rules, as of February 28, 2015, by (1) each director and director nominee, (2) each executive officer named in the Summary Compensation Table in this Proxy Statement, and (3) all of our directors and executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power with respect to the shares of Common Stock beneficially owned by that individual, and his or her shares are not subject to any pledge. None of the individuals named below beneficially own any of our Class A Shares.

 

Name of Beneficial Owner		Number of Shares of     Common Stock     Beneficially Owned (1)(2)		Percent of Outstanding Common Stock
Nancy E. Cooper		6,800		*
Gary (“Bo”) N. Davis		60,819		*
Gregory L. Ebel		6,440		*
Timothy S. Gitzel		1,997		*
William R. Graber (3)		22,139		*
Denise C. Johnson		—		*
Emery N. Koenig		13,609		*
Robert L. Lumpkins (4)		27,550		*
Richard L. Mack		205,070		*
Richard N. McLellan		84,952		*
William T. Monahan		28,727		*
James (“Joc”) C. O’Rourke		129,969		*
James L. Popowich		14,700		*
James T. Prokopanko (5)		544,492		*
David T. Seaton		9,935		*
Steven M. Seibert		18,023		*
Lawrence W. Stranghoener		307,399		*
All directors and executive officers as a group (22 persons)		1,619,241		*

 

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*	Represents less than 1% of the outstanding shares of Common Stock.

(1)	Beneficial ownership of securities is based on information furnished or confirmed by each director or executive officer.

(2)	Includes the following shares subject to stock options or restricted stock units exercisable, vested or vesting within 60 days of February 28, 2015:

 

Name		Stock Options		Restricted Stock  Units
Nancy E. Cooper		—		4,810
Gary (“Bo”) N. Davis		33,772		—
Gregory L. Ebel		—		4,810
Timothy S. Gitzel		—		1,997
William R. Graber		—		4,810
Denise C. Johnson		—		—
Emery N. Koenig		—		4,810
Robert L. Lumpkins		—		8,069
Richard L. Mack		126,318		—
Richard N. McLellan		51,732		—
William T. Monahan		—		4,810
James (“Joc”) C. O’Rourke		76,877		—
James L. Popowich		—		4,810
James T. Prokopanko		360,662		—
David T. Seaton		—		4,810
Steven M. Seibert		—		4,810
Lawrence W. Stranghoener		166,927		—
All directors and executive officers as a group (22 persons)		931,792		48,546

 

 

(3)	Includes 17,329 shares of Common Stock held in a trust for which Mr. Graber shares the voting and investment power with his wife.

(4)	Includes 10,906 shares of Common Stock held in various trusts for which Mr. Lumpkins’ wife is the trustee.

(5)	Includes 183,830 shares of Common Stock held in a trust for which Mr. Prokopanko’s wife is the trustee.

Ownership of Securities by Others

Common Stock

The following table sets forth information with respect to the only persons or groups known to us as of February 28, 2015 to be the beneficial owners of more than five percent of our outstanding Common Stock:

 

		Common Stock
Name and Address of Record Holder		Number of Shares		Percent of Outstanding Class
Capital World Investors (1) 333 South Hope Street Los Angeles, CA 90071		23,770,000		6.78%
JPMorgan Chase & Co. (2) 270 Park Avenue New York, NY 10017		21,477,925		6.13%
BlackRock, Inc. (3) 55 East 52nd Street New York, NY 10022		20,213,412		5.77%

 

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(1)

Share ownership is as of December 31, 2014, as set forth in the Schedule 13G/A (Amendment No. 1) filed with the SEC on February 13, 2015. According to that filing, Capital World Investors is deemed to beneficially own 23,770,000 shares of our Common Stock, with sole voting power and sole dispositive power as to all of such shares.

(2)

Share ownership is as of December 31, 2014, as set forth in the Schedule 13G filed with the SEC on January 29, 2015. According to that filing, JP Morgan Chase & Co. is deemed to beneficially own 21,477,925 shares of our Common Stock, with sole voting power as to 19,332,203 shares, shared voting power as to 146,949 shares, sole dispositive power as to 21,273,742 shares and shared dispositive power as to 204,183 shares.

(3)

Share ownership is as of December 31, 2014, as set forth in the Schedule 13G/A (Amendment No. 1) filed with the SEC on January 30, 2015. According to that filing, BlackRock, Inc. is deemed to beneficially own 20,213,412 shares of our Common Stock, with sole voting power as to 17,399,302 shares and sole dispositive power as to all of such shares.

Class A Common Stock

The following table sets forth information with respect to the only persons or groups known to us as of February 28, 2015 to be the record holders of more than five percent of our outstanding Class A Shares:

 

		Class A Common Stock
Name and Address of Record Holder		Number of Shares		Percent of Outstanding Class
The Namina SubTrust c/o Catherine L. Van Der Schans 601 Carlson Parkway, No. 1235 Minnetonka, MN 55305		2,526,642		14.71%
Aqualia International Foundation Ltd. Airport Industrial Park Nassau Bahamas		1,211,896		7.06%
Smoky Marcus 1V Trust c/o James R. Cargill II 2943 27 1/4 Street Birchwood, WI 54817		1,140,742		6.64%
The Masechaba Subtrust c/o Way Trust 2500 2 West 49th Street, Suite 203 Sioux Falls, SD 57105-6559		1,131,525		6.59%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the ’34 Act requires our directors and executive officers and persons who own more than 10% of our Common Stock to file initial reports of ownership of those securities on Form 3 and reports of changes in ownership on Form 4 or Form 5 with the SEC. Specific due dates for these reports have been established by the SEC. We are required to disclose in this Proxy Statement any failure to timely file the required reports by these dates. Based solely on a review of the copies of these reports received by us and written representations from our directors and executive officers, we believe that our directors, executive officers and beneficial owners of more than 10% of our Common Stock complied with all Section 16(a) filing requirements for the year ended December 31, 2014.

 

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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS

Our Bylaws establish an advance notice procedure for stockholder proposals at our 2016 Annual Meeting. For business to be properly brought before the 2016 Annual Meeting by a stockholder, and for stockholder recommendations of future director nominees to be considered by the Corporate Governance and Nominating Committee:

 

•

the stockholder must have given written notice thereof to the Corporate Secretary;

 

•

the notice must be delivered or mailed to and received at our principal executive offices not later than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. A stockholder proposal or nomination intended to be brought before the 2016 Annual Meeting must be received by the Corporate Secretary no earlier than January 13, 2016 and no later than February 12, 2016;

 

•

delivery must be by hand or by certified or registered mail, return receipt requested; and

 

•

the notice must include:

 

Ø

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

 

Ø

the name and address, as they appear on our books, of the stockholder proposing such business;

 

Ø

a representation that the stockholder is a holder of record of shares of our stock entitled to vote with respect to such business and intends to appear in person or by proxy at the meeting to move the consideration of such business;

 

Ø

the class and number of shares the stockholder beneficially owns; and

 

Ø

any material interest of the stockholder in such business.

Additional requirements relating to a notice of nomination are described in this Proxy Statement under the caption “Proposal No. 1 – Election of Directors – Nomination and Selection of Directors.”

Proposals for inclusion in our proxy material for our 2016 Annual Meeting pursuant to Rule 14a-8 of the proxy rules of the SEC are not subject to the requirements described above. Such proposals must be received by December 3, 2015 and meet the other requirements of Rule 14a-8 to be eligible for inclusion in our proxy material for our 2016 Annual Meeting.

2014 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K

Our 2014 Annual Report, including financial statements for the year ended December 31, 2014, accompanies this Proxy Statement but is not incorporated in this Proxy Statement and is not a part of the proxy soliciting material. Stockholders who wish to obtain an additional copy of our 2014 Annual Report or a copy of our 2014 10-K Report may do so without charge by viewing these documents on our website at www.mosaicco.com, or by directing a written request to The Mosaic Company, Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441, Attention: Vice President – Investor Relations, or by telephone at (763) 577-8213.

OTHER MATTERS

We know of no matters which will be presented for consideration at the 2015 Annual Meeting other than those stated in the Notice of 2015 Annual Meeting of Stockholders and described in this Proxy Statement. If any matter properly comes before the 2015 Annual Meeting, holders of the proxies will vote your shares in accordance with their judgment regarding such matters, including the election of a director or directors other than those named herein if an emergency or unexpected occurrence makes the use of discretionary authority necessary, and also regarding matters incident to the conduct of the 2015 Annual Meeting.

 

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APPENDIX A

LIST OF COMPANIES INCLUDED IN

THIRD-PARTY GENERAL INDUSTRY AND CHEMICAL AND MINING INDUSTRIES

SURVEY DATA

2013 Mercer Benchmark Database Executive Compensation Survey

$5 Billion to $10 Billion Revenue Sample

 

Accenture, Inc.		Federal Reserve Bank of Atlanta		Philips North America — Healthcare
ACE USA		Federal Reserve Bank of Chicago		Phillips-Van Heusen Corporation
AECOM Technology Corporation		Federal Reserve Bank of San Francisco		PPL Corporation
Ameren Corporation		Federal-Mogul Corporation		Principal Financial Group
American Financial Group, Inc.		FedEx Corporation — FedEx Freight, Inc.		Public Service Enterprise Group, Inc.
Arrow Electronics, Inc. — ECS		Ferguson Enterprises, Inc.		Public Service Enterprise Group, Inc. — Public Service Electric and Gas Company
Automatic Data Processing, Inc. — Employer Services		Fidelity National Information Services		QVC, Inc.
AutoZone, Inc.		Florida Blue		Ralph Lauren Corp.
Avis Budget Group, Inc.		Fluor Corporation — Energy & Chemicals		Regions Financial Corporation
AXA Equitable		Foot Locker, Inc.		Reynolds American, Inc.
Ball Corporation		Franklin Templeton Investments		Reynolds American, Inc. — R. J. Reynolds Tobacco Co.
Battelle Memorial Institute		Fresenius Medical Care North America		Ricoh Americas Corporation
Big Lots, Inc.		GameStop Corp.		Rockwell Automation, Inc.
Blue Cross and Blue Shield of Massachusetts		GDF SUEZ Energy North America, Inc.		Royal Caribbean Cruises, Ltd.
Blue Cross and Blue Shield of North Carolina		General Dynamics Corporation — Gulfstream Aerospace Corp.		Ryder Systems, Inc.
Blue Cross Blue Shield of Minnesota		Gerdau Long Steel North America		SABMiller Latin America
Blue Shield of California		GKN America Corporation — GKN Driveline		Schneider Electric North America
BlueCross BlueShield of Tennessee		Harley-Davidson, Inc.		SLM Corporation
Cablevision Systems Corporation		Henry Schein		Southern Company — Alabama Power Company
Calpine Corporation		Holland America Line		Southern Company — Georgia Power
Cambia Health Solutions		Horizon Blue Cross Blue Shield of New Jersey		Spectra Energy Corp.
Cameron International Corp.		Independence Blue Cross		SPX Corporation
Campbell Soup Company		Ingersoll-Rand Company Limited — Climate Solutions		Sun Life Financial (US)
CareFirst BlueCross BlueShield		Ingredion, Inc.		SunTrust Banks, Inc.
CB Richard Ellis Group, Inc.		Insight Enterprises, Inc.		TD Bank
Celanese		Itochu International, Inc. North America		The Estee Lauder Companies Inc.
CenterPoint Energy		KBR, Inc.		The Hershey Company
Charter Communications		Kellogg Company — US		The Hertz Corporation
CNA Financial Corporation		Kelly Services, Inc.		The Mosaic Company — Phosphates
CONSOL Energy, Inc.		Kinder Morgan, Inc.		The Nielsen Company
Con-way, Inc.		Level 3 Communications		The Pantry, Inc.
Corning, Inc.		Lifetime Healthcare Companies, Inc.		The Sherwin-Williams Company
CVR Energy, Inc. — CVR Refining, LP		Lifetime Healthcare Companies, Inc. — Excellus BlueCross BlueShield		The Sherwin-Williams Company — Paint Stores Group
Dana Holding Corporation		Limited Brands, Inc. — Bath And Body Works		The Walt Disney Company — Walt Disney Studios

 

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Darden Restaurants, Inc.		Limited Brands, Inc. — Victoria’s Secret		The Williams Companies, Inc.
Dean Foods Company — Fresh Dairy Direct		Los Angeles Unified School District		Thrivent Financial for Lutherans
Delhaize America Shared Services Group, LLC — Hannaford Bros. Co.		Marsh & McLennan Companies, Inc. — Marsh		Toyota Financial Services
Devon Energy Corporation		MasterCard, Inc.		Transocean, Inc.
Dick’s Sporting Goods		MeadWestvaco Corporation		United Natural Foods, Inc.
Direct Energy		Mercedes-Benz Financial Services USA LLC		United Stationers Supply Company
Discover Financial Services		MetroPCS Communications, Inc.		United Technologies Corporation — Sikorsky Aircraft
Dollar Tree, Inc.		Molina Healthcare, Inc.		United Technologies Corporation — UTC Aerospace Systems
Dominion Resources, Inc. — Dominion Generation		NCR Corporation		University of Illinois at Chicago
Doosan Infracore International, Inc.		New York University		University of Michigan
Dover Corporation		Newell Rubbermaid, Inc.		University of Pennsylvania
DTE Energy		NiSource Inc.		Visteon Corporation
Duke Energy Corporation — Carolinas, LLC		Novo Nordisk, Inc.		W.W. Grainger, Inc.
Duke Energy Corporation — Progress Energy, Inc.		NRG Energy, Inc.		Weatherford — US Region
Eastman Chemical Company		O`Reilly Auto Parts, Inc.		WellCare Health Plans, Inc.
EMCOR Group, Inc.		OfficeMax, Inc.		WESCO International, Inc.
Entergy — Regulated		Owens Corning		Zurich North America
Erie Insurance Group		Owens-Illinois, Inc.
Exelis, Inc.		Peabody Energy Corporation

 

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2013 Hay Executive Survey

Total Sample Data

 

Amcor Limited — Rigid Plastics		Commercial Metals		Michelin North America
American Crystal Sugar Company		Continental Automotive Systems		Mitsubishi International Corporation
Amesbury Group		CSS Industries		Molnlycke Health Care
Amsted Industries — Amsted Rail		Curtiss-Wright Corporation		Moog
Amsted Industries — Baltimore Aircoil		Deere & Company		Nyrstar Tennessee Mines
Amsted Industries — Burgess Norton		Eagle Ottawa LLC		Owens-Illinois
Amsted Industries — Consolidated Metco		Eaton Corporation		Panasonic Consumer Electronics Company
Amsted Industries — Corporate		Embraer		Pirelli Tire NA
Amsted Industries — Diamond Chain		Geberit — Chicago Faucet		Ply Gem Siding Group
Amsted Industries — Means Industries		Glatfelter		RockTenn
Andersons		Glatfelter — Specialty Papers		S&B Industrial Minerals S.A.
ArcelorMittal Tubular		Great Lakes Dredge and Dock		Saint-Gobain Corporation — Abrasives
Associated Materials		Griffith Laboratories USA		Saint-Gobain Corporation — Ceramics
Babcock & Wilcox Company		Hilti — US		Saint-Gobain Corporation — Certain Teed
Babcock & Wilcox Company — B&W Nuclear Energy		Holcim Group Support		Saint-Gobain Corporation — Delegation
Babcock & Wilcox Company — B&W Nuclear Operations		Huhtamaki		Saint-Gobain Corporation — Gypsum
Babcock & Wilcox Company — B&W Power Generation Group		Interstates		Saint-Gobain Corporation — Vetrotex
Babcock & Wilcox Company — Babcock & Wilcox mPower		Joy Global		Sentry Safe
Babcock & Wilcox Company — Babcock & Wilcox Technical		La-Z Boy		Silgan Holdings
Barnes Group		Landauer		Smith & Wesson
Barnes Group — Aerospace		Lehigh Hanson		Sonoco Products Company
Bauer Hockey		Lehigh Hanson — Building Products		Southco
Belden		Lehigh Hanson — Canada Region		Southern Star Concrete
Belden — Belden Americas		Lehigh Hanson — Lehigh White		Stryker
Berry Plastics		Lehigh Hanson — North Region		Tate & Lyle Americas
Bridgestone Americas		Lehigh Hanson — South Region		Tate & Lyle Americas — Custom Ingredients
Cardone Industries		Lehigh Hanson — West Region		Tate & Lyle Americas — Ingredients Americas
Cargill		Lhoist North America		UGN
Caterpillar		Marmon Group — Union Tank Car		VWR Funding
CHS		Matthews International Corporation		Wienerberger — General Shale Brick
CNH Global N.V.		MeadWestvaco Corporation

 

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2013 Towers Watson CDB Executive Compensation Survey

$6 Billion to $20 Billion Revenue Sample

 

ACH Food Companies, Inc.*		EMC Metals Corp.		Norfolk Southern Corporation
AGCO		EMD Millipore*		Novo Nordisk Pharmaceuticals*
Agilent Technologies, Inc.		Encana Oil & Gas USA*		Office Depot, Inc.
Agrium Inc. *		Estee Lauder Companies Inc.		Omnicare, Inc.
Air Liquide*		Exelis Inc.		Oshkosh
Amgen Inc.		Federal-Mogul Corporation		Owens Corning
Amway		First Data		Owens-Illinois
ARAMARK Corporation		Freeport-McMoRan Copper & Gold Inc.		Parker Hannifin Corporation
Arkema*		The GAP Inc.		Performance Food Group Company
Arrow Electronics Inc.		Gavilon		Potash Corporation of Saskatchewan Inc.*
Ashland Inc.		General Mills, Inc.		PPG Industries, Inc.
Automatic Data Processing, Inc.		Gerdau Long Steel North America*		Praxair, Inc.
Avaya Inc.		Gilead Sciences, Inc.		Qualcomm
Avery Dennison		Goodman Manufacturing*		Quest Diagnostics Incorporated
Avis Budget Group, Inc.		Goodyear Tire & Rubber		R.R. Donnelley & Sons Company
Avon Products		Grupo Ferrovial*		Reynolds Packaging*
Ball Corporation		Harland Clarke*		Ricoh Americas*
Barrick Gold of North America*		HD Supply		Rockwell Automation, Inc.
Baxter International Inc.		Henry Schein		Rolls-Royce North America*
BD (Becton Dickinson)		The Hershey Company		Ryder System
Big Lots, Inc.		Hertz Corporation		S. C. Johnson & Son
Biogen Idec		Hilton Worldwide		SAIC, Inc.
Booz Allen Hamilton Inc.		Hormel Foods Corporation		Seagate Technology PLC
BorgWarner Inc.		Host Hotels & Resorts		Sealed Air Corporation
Boston Scientific Corporation		Illinois Tool Works Inc.		Serco*
Bristol-Myers Squibb Company		Ingersoll-Rand PLC		The Sherwin-Williams Company
Caesar’s Entertainment		J.M. Smucker		Southwest Airlines
CarMax		J.R. Simplot Company		Spirit AeroSystems
Carnival Corporation		Jabil Circuit, Inc.		SPX Corporation
CBS		Jacobs Engineering Group Inc.		SSAB*
Celestica Inc.		KBR, Inc.		St. Jude Medical
Celgene		Kellogg Company		Starbucks Corporation
CEVA Logistics		Kelly Services, Inc.		Starwood Hotels & Resorts Worldwide, Inc.
CF Industries		Keystone Foods*		Stryker Corporation
CH2M HILLCompanies, Ltd.		Kimberly-Clark Corporation		Syngenta Crop Protection*
Clear Channel Communications, Inc.		Kyocera Corporation*		TE Connectivity Ltd.
Cliffs Natural Resources Inc.		L-3 Communications Corporation		Terex Corporation
Colgate-Palmolive Company		Land O’Lakes, Inc.		Texas Instruments
Commercial Metals		Lehigh Hanson*		Textron Inc.
ConAgra Foods Inc.		Lend Lease Corporation *		Thermo Fisher Scientific Inc.
Corning Incorporated		Level 3 Communications		Thomson Reuters Corporation
Covidien PLC		Marriott International, Inc.		Time Warner Cable Inc.
CSX Corporation		Masco		Transocean Ltd.
Cumberland Gulf		Mattel, Inc.		TRW Automotive Holdings Corp.
Daiichi Sankyo Company, Ltd.*		MeadWestvacoCorporation		United States Steel
Darden Restaurants Inc.		Medtronic, Inc.		URS Corporation
Dean Foods Company		Micron Technology, Inc.		Viacom Inc.
Diageo North America*		MillerCoors LLC		Visteon
Dow Corning Corp.		Molnlycke Health Care*		W.W. Grainger
Dr Pepper Snapple		Momentive Specialty Chemicals		Waste Management, Inc.
DSM Nutritional Products*		Mosaic		Weyerhaeuser Company
Eastman Chemical Company		Navistar International Corporation		Whirlpool Corporation
Eaton Corporation PLC		NCR		Xerox Corporation
eBay Inc.		Neoris USA, Inc.*		Yum! Brands, Inc.
Ecolab Inc.		Newell Rubbermaid
Eli Lilly		Newmont Mining Corporation

* Subsidiary company data used.

 

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2013 Towers Watson Compensation Survey Resource

Total Sample Data

(Size Adjusted to Mosaic Revenue Scope Using Regression Analysis)

 

AAA		Fortune Brands Home and Security		Pattonair
ABX Air		Franklin International		Paychex
Acuity		Freeman Dallas		Paycor
AFLAC		Freeport-McMoRan Copper and Gold		Pearson Group
AgFirst		Froedtert Hospital		Pegasus Solutions
AGL Resources		Gannett		Penn State Hershey Medical Center
AIG		GENCO		PM
Alere Health LLC		General Dynamics Information Technology		PMA Companies
Alfa Laval, Inc.		Genesis Energy		Port of Portland
Alpha Packaging		Gentiva Health Services		POWER Engineers
Alyeska Pipeline Service		Georg Fischer Signet		Premera BlueCross
American Career College		Georgia Health Sciences Medical Center		Principal Financial Group
American Enterprise		Georgia Institute of Technology		Project Management Institute
American Greetings		G4S Secure Solutions (USA)		Property Casualty Insurers Association of America
American Heart Association		Gibraltar Steel Corporation		QBE the Americas
American Water Works		G and K Services		Quality Bicycle Products
AmerisourceBergen		Godiva Chocolatier		Rational Energies
Ameristar Casinos		GOJO Industries Inc.		Recology
Ames True Temper		Gold Eagle		Regency Centers
Amica Mutual Insurance		Graco		Regions Financial
AOC		Grande Cheese		Remedi SeniorCare
APAC Customer Services		Great American Insurance		Renaissance Learning
Applied Research Associates		Greyhound Lines		Rexnord Corporation
Asahi Kasei Plastics N.A. Inc.		Grinnell Mutual Reinsurance		RiceTec
Ascend Performance Materials		GuideStone Financial Resources		Rice University
Auto Club Group		Harman International Industries		Rich Products
Automobile Club of Southern California		Harris Health System		Ricoh Americas
Avis Budget Group		Harvard Vanguard Medical Associates		Ricoh Electronics Inc.
Avista		Haynes International		Rite-Hite Holding Corporation
Bain and Company		Hazelden Foundation		Riverside Research Institute
Baxter International		HDR Inc.		RLI
Baylor College of Medicine		HD Supply		Rollins
Baylor Health Care System		Health Net		RTC
B Braun Medical		H. E. Butt Grocery		Salk Institute
Beaulieu International Group NV		Hendrick Medical Center		Sally Beauty
Bemis Manufacturing Company		Hendrickson International		Salt Lake County
Beneficial Bank		Henry Ford Health Systems		Salt River Project
The Bergquist Company		Highlights for Children		Samuel Roberts Noble Foundation
Berwick Offray		Highway Equipment Company		San Jamar
BlueCross BlueShield of Louisiana		Hilti Inc.		Sazerac Company
BlueCross BlueShield of South Carolina		Hilton Worldwide		SCANA
BlueCross BlueShield of Tennessee		Hitachi Computer Products		S and C Electric
BlueCross of Idaho		HNI		SCF Arizona
Bluestem Brands		HNTB		Schwan Food
BMW Manufacturing Corporation		Hu-Friedy Manufacturing Company, Inc.		Sealy
Board of Pensions		Hunter Industries		Seco Tools Inc.
Boddie-Noell Enterprises Inc.		Huntington Memorial Hospital		Securus Technologies Inc.
Bosch Packaging Services		ICF International		Seneca Gaming Corporation
Boston University		IDEX Corporation		Sentara Healthcare
Boyd Gaming		IDEXX Laboratories		ServiceMaster Company
Boy Scouts of America		Information Management Service		Shands Health Care
Bradley		Ingram Industries		Sharp Electronics

 

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Brickman Group		Insperity		Simon Property Group Inc.
Bridgepoint Education		Institute for Defense Analyses		Simpson Housing
Briggs and Stratton		Institute of Electrical and Electronic Engineers (IEEE)		Sitel
Bristow Group		Integra Lifesciences Corporation		SJE-Rhombus
Brookdale Senior Living		Intertape Polymer Corporation		SMSC Gaming Enterprise
Bryant University		Iron Mountain		Snyder’s Lance
Build-A-Bear Workshop		Irvine		Sole Technology, Inc.
CACI International		Ithaca College		Southeastern Freight Lines
Caelum Research Corporation		Ithaka Harbors		South Jersey Gas
California Casualty Management		Itochu International		Southwest Gas
California Dental Association		Jackson Hewitt		Space Dynamics Laboratory
California Institute of Technology		Jacobs Technology		Spectrum Health — Grand Rapids Hospitals
Calpine		Jarden		Stampin’ Up!
Cambia Health Solutions		Jefferson Science Associates		Standard Motor Products
CareFirst BlueCross BlueShield		J and J Worldwide Services		Staples
Carlson		Johnson Outdoors		State Corporation Commission
CDM Smith		Joint Commission		St. Cloud Hospital
Cell Therapeutics		J.R. Simplot		Steris
CEMEX, Inc.		Judicial Council of California		Stinger Ghaffarian Technologies
Chelan County Public Utility District		Kelsey-Seybold Clinic		St. Louis County Government
Chicago Transit Authority		K. Hovnanian Companies LLC		Stonyfield Farm Inc.
Children’s Healthcare of Atlanta		KI, Inc.		Subaru of Indiana Automotive, Inc.
Choice Hotels International		KIK Custom Products		Syncada
CHS		Kingston Technology		Taubman Centers
Church of Jesus Christ of Latter-day Saints		Knape and Vogt Manufacturing Company		Taylor
CIGNA		Laboratory Corporation of America		TDS Telecom
City of Chicago		Lake Federal Bank		Tech Data
City of Garland		Lake Region Medical		Tecolote Research Inc.
City of Greensboro		Lantech.com		Tele-Consultants
City of Houston		Layne Christensen		Texas Industries Inc.
City of Las Vegas		L Brands		TIMET (Titanium Metals Corporation)
City of Philadelphia		Legal and General America		TJX Companies
ClubCorp Inc.		Leggett and Platt		Total System Service (TSYS)
CNL Financial Group		LG and E and KU Energy		Transitions Optical
Coca-Cola Bottling		Lieberman Research Worldwide		Travis County
Coca-Cola Refreshments		Lighthouse International		Treasure Island Resort and Casino
College of Saint Benedict/Saint John’s University		Littelfuse		Tribune
College of St. Scholastica		Little Lady Foods		Tri-Met
Colsa		L.L. Bean		Trinity Consultants Inc.
CommScope		Lower Colorado River Authority		Trinity Health
Community Coffee		LSG Sky Chefs		True Value Company
Community Health Network		Luck Companies		Tufts Health Plan
Community Preservation Corporation		Lutron Electronics		Turner Broadcasting
Computer Task Group		Magellan Health Services		UMDNJ-University of Medicine and Dentistry
ConnectiCare Capital LLC		Magna Seating		Underwriters Laboratories
Corinthian Colleges		Malco Products Inc.		United Health Care
Cornell University		Manpower		United States Steel
Cosmopolitan of Las Vegas		ManTech International		Universal Studios Orlando
Country Financial		MAPFRE U.S.A.		University Health System
Cox Enterprises		Maricopa County Office of Management and Budget		University of Akron
CPS Energy		Maricopa Integrated Health System		University of Alabama at Birmingham

 

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CTS Corporation		Maritz		University of Arkansas for Medical Science
CUNA Mutual		Marshfield Clinic		University of California, Berkeley
David C. Cook		Maxwell Technologies		University of Chicago
DaVita		Mayo Clinic		University of Georgia
Decurion Corporation		McCain Foods USA		University of Houston
Delhaize America		McGladrey and Pullen		University of Michigan
Department of Defense		Medical College of Wisconsin		University of Notre Dame
DePaul University		MEGTEC Systems		University of Pennsylvania
Devry		Merit Medical Systems		University of Rochester
Dickstein Shapiro		Merrill		University of Southern California
Diebold		Metagenics		University of South Florida
Doherty Employer Services		Methodist Hospital System		University of St. Thomas
Domino’s Pizza		MFS Investment Management		University of Texas at Austin
DSC Logistics		MGM Resorts International		University of Texas Health Science Center at Houston
Duke Realty		Miami Children’s Hospital		University of Texas Health Science Center of San Antonio
Duke University and Health System		Michael Baker		University of Wisconsin Medical Foundation
Dyn McDermott		Mid Atlantic Employer’s Assoc		University Physicians Inc.
E A Sween Company		Mine Safety Appliances		UPS
Ecova		Miniature Precision Comps, Inc.		URS
Edison Mission Energy		Minneapolis School District		USG
Education Management		Minnesota Management and Budget		Utah Transit Authority
Edwards Lifesciences		Missouri Department of Conservation		UT Southwestern Medical Center
Elizabeth Arden		Missouri Department of Transportation		VACCO Industries
EMCOR Group		Mitsubishi International		Vail Resorts Management
Emerson Electric		Molex		Valero Energy
Emory University		Morinda		Valspar
Energy Future Holdings		MTS Systems		Veolia Transportation
Energy Solutions		MultiPlan		Vesuvius
Entergy		Mutual of Omaha		Via Christi Health
Environmental Chemical Corporation		National Academies		Viejas Enterprises
Erie Insurance		National Futures Association		Vi-Jon
ESCO Technologies		National Interstate		Vita-Mix Corporation
Etnyre International Ltd.		National Louis University		Walgreen Company
Farm Credit Bank of Texas		Nature’s Sunshine Products		Walter Energy
Farm Credit Foundations		Navy Exchange Enterprise		Washington University in St. Louis
Farmland Foods		NBH Bank		Waste Management
Federal Reserve Bank of Atlanta		NCCI Holdings		Wawa
Federal Reserve Bank of Boston		NCMIC		Wayne Farms
Federal Reserve Bank of Chicago		Nebraska Medical Center		Wayne Memorial Hospital
Federal Reserve Bank of Cleveland		Nebraska Public Power District		W. C. Bradley
Federal Reserve Bank of Dallas		New York Community Bank		Wellmark BlueCross BlueShield
Federal Reserve Bank of Minneapolis		NiSource		Wells’ Dairy
Federal Reserve Bank of Philadelphia		The Nordam Group		West Bend Mutual Insurance Company
Federal Reserve Bank of St. Louis		Nordson Corporation		Western University of Health Sciences
Federal Reserve Board		Northwestern Memorial Hospital		Weston Solutions Inc.
FedEx Express		Norton Health Care		West Penn Allegheny Health System
FedEx Office		NRG Energy		West Virginia University Hospitals, Inc.
Ferguson Enterprises		NYU Langone Medical Center		Wheaton Franciscan Healthcare
Fermi National Accelerator Laboratory		Oerlikon Fairfield		Whole Foods Market
Ferro Corporation		Oglethorpe Power		Wilmer Cutler Pickering Hale and Dorr LLP
First American		Old Dominion Electric		Windstream Communications
First Solar		Orbital Science Corporation		Winn-Dixie Stores

 

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Fiserv		Oriental Trading Company		Wisconsin Physicians Service Insurance
Fleetwood Group		Panduit Corporation		Wornick Company
Flexcon Company Inc.		Papa John’s		Worthington Industries
Flexible Steel Lacing		Parsons Child and Family Center		Xtek Inc.
Flowserve		Patterson Companies		Zimmer

 

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2013 Towers Watson CDB Executive Compensation Survey

Chemical and Gases Industry

(Median Revenue Size $6 Billion)

 

Agrium Inc.		Dow Corning Corp		NOVA Chemicals
Air Liquide		DuPont		OMNOVA Solutions Inc.
Air Products and Chemicals Inc.		Eastman Chemical Company		Polymer Group, Inc.
Americas Styrenics LLC		Ecolab Inc.		PolyOne Corporation
Arkema Inc.		EMD Millipore		Potash
Ashland Inc.		H.B. Fuller Company		PPG Industries, Inc.
Axiall Corporation		International Flavors & Fragrances Inc.		Praxair, Inc.
CF Industries		LyondellBasell Industries N.V.		Tronox Incorporated
Chemtura Corporation		Momentive Specialty Chemicals		W.R. Grace
Cytec		Mosaic

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 14, 2015.

 

 

M87877-P64034-Z65195

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—  Before You Vote  — How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:   NOTICE AND PROXY STATEMENT        2014 ANNUAL REPORT TO STOCKHOLDERS   How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.   How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)  BY INTERNET:		www.proxyvote.com
2)  BY TELEPHONE:		1-800-579-1639
3)  BY E-MAIL*:		sendmaterial@proxyvote.com
*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.   Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2015 to facilitate timely delivery.

 

—  How To Vote  — Please Choose One of the Following Voting Methods
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.   Vote By Internet:
Before The Meeting:		Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
During The Meeting:		Go to www.virtualshareholdermeeting.com/MOS15. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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		Voting Items

 

 

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THE MOSAIC COMPANY C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219		VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com   Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
		During The Meeting - Go to www.virtualshareholdermeeting.com/MOS15   You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M87871-P64034-Z65195                 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

THE MOSAIC COMPANY

The Board of Directors recommends you vote FOR the listed nominees:

1.

Election of eight directors for terms expiring in 2016, as recommended by the Board of Directors;

Nominees:

For

Against

Abstain

1a.  Nancy E. Cooper

¨

¨

¨

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

1b.  Gregory L. Ebel

¨

¨

¨

2.   Ratification of the appointment of KPMG LLP as our independent registered public accounting firm to audit our financial statements as of and for the year ending December 31, 2015 and the effectiveness of internal control over financial reporting as of December 31, 2015, as recommended by our Audit Committee;

¨

¨

¨

1c.  Denise C. Johnson

¨

¨

¨

1d.  Robert L. Lumpkins

¨

¨

¨

1e.  William T. Monahan     1f.  James L. Popowich     1g.  James T. Prokopanko

¨     ¨     ¨

¨     ¨     ¨

¨     ¨     ¨

3.   A non-binding advisory vote on the compensation paid to our named executive officers as described in the proxy (“Say-on-Pay”);   4.   In their discretion, the persons named as Proxies are authorized to vote on any other business that may properly come before the 2015 Annual Meeting of Stockholders or any adjournment or postponement thereof.

¨

¨

¨

1h.  Steven M. Seibert

¨

¨

¨

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting.

¨

¨

Yes

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and 2014 Annual Report to Stockholders are available at www.proxyvote.com.

 

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — —

M87872-P64034-Z65195        

 

				THE MOSAIC COMPANY
				Annual Meeting of Stockholders
				May 14, 2015 10:00 AM Local Time
				This proxy is solicited by the Board of Directors
		The undersigned hereby constitutes and appoints James T. Prokopanko, Richard L. Mack, and Mark J. Isaacson and each of them with full power of substitution, Proxies to represent the undersigned at the 2015 Annual Meeting of Stockholders of The Mosaic Company to be held at Crowne Plaza Hotel, 3131 Campus Drive, Plymouth, Minnesota 55441 on May 14, 2015 at 10:00 a.m. local time, and at any adjournments thereof, and to vote on all matters coming before said meeting, hereby revoking any proxy heretofore given.   You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations as noted in the proxy statement and on the reverse side of this card. This Proxy will be voted as directed, but if no direction is given it will be voted FOR the nominees and proposals, and in the discretion of the Proxies on all other matters that may properly come before the meeting. The Proxies cannot vote these shares unless you return this card by mail or instructions by Internet or phone as described on the reverse side of this card.   If the undersigned is a participant in the Mosaic Investment Plan or the Mosaic Union Savings Plan, the undersigned hereby directs Vanguard Fiduciary Trust Company (the “Trustee”) as Trustee of the Mosaic Investment Plan or the Mosaic Union Savings Plan, to vote at the 2015 Annual Meeting of Stockholders of The Mosaic Company to be held on May 14, 2015 and at any and all adjournments thereof, the shares of common stock of The Mosaic Company, allocated to the account of and as instructed by the undersigned. For participants in the Mosaic Investment Plan or the Mosaic Union Savings Plan, if voting instructions are not received by the Trustee by May 11, 2015, or if they are received but are invalid, the shares with respect to which the undersigned could have instructed the Trustee will be voted in the same proportions as the shares for which the Trustee received valid participant voting instructions for each plan.
				Address Changes/Comments:
				(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   Continued and to be signed on reverse side