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Headquarter Offices: Atria Corporate Center, Suite E490 3033 Campus Drive Plymouth, MN 55441 Telephone (763) 577-2700 |
James (“Joc”) C. O’Rourke President and Chief Executive Officer |
Headquarter Offices: Atria Corporate Center, Suite E490 3033 Campus Drive Plymouth, MN 55441 Telephone (763) 577-2700 |
1. | Election of twelve directors for terms expiring in 2018, 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, 2017 and the effectiveness of internal control over financial reporting as of December 31, 2017, as recommended by our Audit Committee; |
3. | An advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy Statement; |
4. | An advisory vote on the frequency of future stockholder advisory votes on executive compensation; and |
5. | Any other business that may properly come before the 2017 Annual Meeting of Stockholders or any adjournment or postponement thereof. |
| Date: | May 18, 2017 | |
| Time: | 10:00 a.m. Central Time | |
| Virtual Meeting: | www.virtualshareholdermeeting.com/MOS17 | |
| Record Date: | March 21, 2017 |
Corporate website: | www.mosaicco.com | |
Investor website: | www.mosaicco.com/investors | |
2016 Annual Report: | www.mosaicco.com/proxymaterials |
• | Net earnings attributable to Mosaic for the year ended December 31, 2016 were $297.8 million, or $0.85 per diluted share, compared to 2015 net earnings of $1.0 billion, or $2.78 per diluted share. |
• | Operating earnings were $319 million, down from $1.3 billion in 2015, as lower operating expenses were more than offset by lower sales volumes and prices in potash and lower phosphate prices. |
• | We maintained cash and cash equivalents of $673 million as of December 31, 2016. |
• | Growth: Grow our production of essential crop nutrients and operate with increasing efficiency |
◦ | In December 2016, we entered into an agreement to acquire Vale S.A.'s global phosphate and potash operations conducted through Vale Fertilizantes S.A. for a purchase price valued at $2.5 billion, consisting of $1.25 billion in |
◦ | During 2016, we made equity contributions of $220 million to MWSPC, our joint venture with Saudi Arabian Mining Company and Saudi Basic Industries Corporation to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. |
◦ | We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy mine, which we expect to begin mining potash ore in 2017 and, following ramp-up, to add an estimated 0.9 million tonnes to our potash operational capacity. Once completed, this will provide us the opportunity to mitigate future brine inflow management costs and risk. |
◦ | A permit was issued in November 2016 that will allow us to extend our mining operations from our South Pasture, Florida phosphate mine onto the adjoining South Pasture Extension. We believe this will enable us to extend our mining operations at South Pasture for an additional 14 years. |
◦ | We commenced and, on February 7, 2017 completed, a proving run at our Belle Plaine, Saskatchewan potash mine which will be taken into account in determining our Canpotex allocation in the second half of 2017. |
• | Market Access: Expand our reach and impact by continuously strengthening our distribution network |
◦ | We had record sales volumes of 6.8 million tonnes in our International Distribution segment in 2016. |
• | Innovation: Build on our industry-leading product, process and sustainability innovations |
◦ | We completed our investments to expand our MicroEssentials® capacity, adding an incremental 1.2 million tonnes and bringing our total capacity to 3.5 million tonnes in 2017. Our sales volumes of MicroEssentials® products in 2016 were 2.2 million tonnes, including sales from our International Distribution segment, which represents an increase of 23% over 2015. |
• | Total Shareholder Return: Deliver strong financial performance and provide meaningful returns to our shareholders |
◦ | In November 2016, we increased and extended our prior $1.5 billion unsecured revolving credit facility, and refinanced our prior term loan facility, with a new unsecured five-year credit facility comprised of a revolving credit facility of up to $2.0 billion and a $720 million term loan facility. |
◦ | We repurchased 2,766,588 shares of our Common Stock for a payment of $75 million in an accelerated share repurchase transaction that was settled in March 2016. |
◦ | We continued to execute against our cost saving initiatives in ways that are positively impacting financial results. |
• | We are on track to meet the goal we set to achieve $500 million in cost savings by the end of 2018. We are approximately 80% of the way toward meeting this goal. |
• | We are targeting an additional $75 million in savings in our support functions and expect to realize most of these savings by the end of 2017. Selling, general and administrative expenses in 2016 were the lowest amount in the last ten years, benefiting from our ongoing expense management initiatives. |
• | While we continue to support key strategic projects and protect the integrity of our assets, we are managing our capital through the prioritization of our expenditures and the deferral, reduction or elimination of certain capital spending. Capital expenditures in 2016 were the lowest in over five years. |
• | In July 2016, we temporarily idled our Colonsay, Saskatchewan potash mine for the remainder of 2016 in light of reduced customer demand while adapting to challenging potash market conditions. Our lower-cost Esterhazy and Belle Plaine mines, in combination with existing inventory, allowed us to meet our short-term potash supply needs for 2016. We resumed production at Colonsay in January 2017. |
• | Subsequent to year-end, we announced that our Board of Directors has approved a reduction in our target annual dividend to $0.60 per share, effective with our next declaration, expected in May 2017. |
• | Say-on-Pay: |
• | 2016 “Say-on-Pay” advisory proposal approved by approximately 96% of votes cast. |
• | 2016 Executive Compensation: |
• | No named executive officer received a base salary or target short-term incentive increase, reflecting an acknowledgment of the challenging industry environment, our focus on cost management and our stock price performance. |
• | Consistent with our philosophy of paying for performance: |
◦ | Our short-term incentive plan paid out at 100% of target for our executive officers, reflecting performance at the maximum level against goals for our critical cost management, production efficiency and safety objectives. These objectives were designed to drive improvements in our position as a low cost producer, which supports our competitive position and sustainability in all pricing environments, and to build on our strong safety record. Due in large part to the challenging pricing environment in which we operated during 2016, we did not meet the threshold for a payout under our operating earnings measure. |
◦ | As of December 31, 2016, options granted during 2014 and 2015 were significantly underwater and options granted during 2016 were only slightly in-the-money. |
◦ | RSUs and TSR performance units that vested during 2016 paid out at values significantly below their grant date values (-46% and -75%, respectively). |
◦ | Our 2014 cost reduction incentive awards paid out at 150% of target, reflecting our strong focus on cost management over the three-year performance period. We realized an aggregate of $419.3 million in cost savings or approximately 84% above our target. Further demonstrating the pay-for-performance nature of these awards, the value of shares received was approximately 96% of grant date fair value due to the decrease in our stock price since the grant date. |
• | We modified our short-term incentive plan for 2016: |
◦ | We decreased the maximum payout to 200% (from 250%) of an individual’s incentive target opportunity. |
◦ | We adjusted the composition and weighting of our safety measures to reflect our movement toward a leading indicator that we believe will better focus our organization on behaviors aimed at preventing safety incidents. |
What We Do | |
ü | 100% performance-based long-term incentive grants: stock price appreciation, TSR and ROIC |
ü | Significant percentage of target direct compensation tied to performance |
ü | Stock and incentive plan designed to permit awards that meet performance-based criteria of Section 162(m) |
ü | Compensation Committee discretion to reduce (but not increase) executive officer short-term incentive payouts |
ü | Clawback policy applicable to annual and long-term incentives |
ü | Executive change-in-control agreements and long-term incentive awards: double trigger vesting in a change in control |
ü | Stock ownership guidelines: 5x annual salary for CEO; 3x annual salary for other executive officers |
ü | Independent executive compensation consultant and access to other independent advisors |
ü | Limited perquisites |
ü | Annual say-on-pay vote |
What We Don’t Do | |
û | We do not have executive employment agreements, other than expatriate agreements in connection with international assignments |
û | We do not provide tax gross-ups under our executive change-in-control agreements |
û | We do not permit hedging or pledging of Mosaic stock |
û | We do not reprice options under our stock plan |
• | Completion of Transition to Declassified Board of Directors. With the elections of directors at the 2016 annual meeting of stockholders, the transition from a classified board to a fully declassified board was completed. At each annual meeting of stockholders of Mosaic, each director will be elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic. |
• | Proxy Access. Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board of Directors or two directors, whichever is greater, subject to the requirements set forth in our Bylaws. |
• | Independent Directors. All of our directors except our CEO, and all of the members of our Audit, Compensation and Corporate Governance and Nominating Committees, are independent. |
• | Audit Committee Financial Experts. Our Board has determined that two of our directors qualify as “audit committee financial experts” within the meaning of applicable Securities and Exchange Commission rules. |
• | Majority Vote Standard. Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections. |
• | Independent Non-Executive Chairman. Our Board is led by an independent non-executive Chairman. |
• | Director Stock Ownership. Minimum guideline equal to five times the base cash retainer for non-employee directors with five years of service. |
• | Succession Planning. Rigorous framework for Corporate Governance and Nominating Committee annual review of succession planning for our CEO and for Compensation Committee annual review of succession planning for other executive officers and key executives. |
• | Environmental, Health, Safety and Sustainable Development. |
◦ | Dedication to protecting our employees and the communities in which we operate, and to being a good steward of natural resources. |
◦ | Separate standing Board committee to oversee environmental, health, safety, security and sustainable development matters. |
• | Annual Board and Committee Evaluations. |
◦ | Annual self-evaluation by Board and each standing committee, including individual director peer review. |
◦ | Annual review of each standing committee’s charter. |
• | Standing Enterprise Risk Management, or ERM, Committee assists in achieving business objectives through systematic approach to anticipate, analyze and review material risks. Consists of cross-functional team of executives and senior leaders. |
• | Board oversees management’s actions, with assistance from each of its standing committees. Management reports on enterprise risks to the full Board on a regular basis. |
Name | Age | Director Since | Occupation | Experience/ Qualifications | Committee Memberships | Other Company Boards | ||||
Independent | AC | Comp | Gov | EHSS | ||||||
Nominees for Election as Directors | ||||||||||
Nancy E. Cooper | 63 | 2011 | Retired, former Executive Vice President and CFO, CA, Inc. (“CA Technologies”) | • Financial Expertise and Leadership • Audit Committee Financial Expert • Software Technology • Ethics and Compliance • Risk Management | X | £ | ¤ | Teradata Corporation Brunswick Corporation | ||
Gregory L. Ebel | 53 | 2012 | Chairman, Enbridge, Inc. | • Executive Leadership • Financial Expertise and Leadership • Audit Committee Financial Expert • Business Development • Risk Management | X | ¤ | ¤ | Enbridge, Inc. |
Name | Age | Director Since | Occupation | Experience/ Qualifications | Committee Memberships | Other Company Boards | ||||
Independent | AC | Comp | Gov | EHSS | ||||||
Timothy S. Gitzel | 54 | 2013 | President and CEO, Cameco Corporation | • Executive Leadership • Business, Government and Regulatory Affairs in Canada • Mining • Risk Management | X | ¤ | ¤ | Cameco Corporation | ||
Denise C. Johnson | 50 | 2014 | Group President, Resources Industries Group, Caterpillar, Incorporated | • Global Operational Leadership • Operational Excellence • Strategic Business Planning | X | ¤ | ¤ | |||
Emery N. Koenig | 61 | 2010 | Retired, former Vice Chairman and Chief Risk Officer, Cargill | • Executive Leadership • Financial Expertise and Leadership • Risk Management • Agricultural Business | X | ¤ | ¤ | |||
Robert L. Lumpkins | 73 | 2004 | Retired, former Vice Chairman and CFO, Cargill | • Executive Leadership • Financial Expertise and Leadership • Agricultural/ Fertilizer Business • Formation of Mosaic | X | ¤ | £ | |||
William T. Monahan | 69 | 2004 | Retired, former Chairman, President and CEO, Imation Corp. | • Executive and Operational Leadership • Marketing • Executive Compensation • Risk Management | X | ¤ | £ | Pentair Ltd. | ||
James (“Joc”) C. O’Rourke | 56 | 2015 | President and CEO, Mosaic | • Management Interface with Board • Global Operational Leadership • Mining Experience • Agriculture/Fertilizer Business | The Toro Company | |||||
James L. Popowich | 72 | 2007 | Retired, former President and CEO, Elk Valley Coal Corporation | • Executive and Operational Leadership • Mining • Environment, Health, Safety and Sustainability | X | ¤ | ¤ | |||
David T. Seaton | 55 | 2009 | Chairman and CEO, Fluor Corporation | • Project Management • Executive Leadership • Global Operations • Energy and Chemical Markets | X | ¤ | ¤ | Fluor Corporation | ||
Steven M. Seibert | 61 | 2004 | Attorney, The Seibert Law Firm | • Government and Public Policy • Statewide and Local Issues in Florida • Environment and Land Use | X | ¤ | £ | |||
Kelvin R. Westbrook | 61 | 2016 | President and CEO, KRW Advisors, LLC | • Executive and Operational Leadership • Legal, Media and Marketing • Corporate Governance • Risk Management | X | ¤ | ¤ | Archer Daniels Midland Company Camden Property Trust Stifel Financial Corp. T-Mobile US Inc. |
AC: | Audit Committee | |
Comp: | Compensation Committee | |
Gov: | Corporate Governance and Nominating Committee | |
EHSS: | Environmental, Health, Safety and Sustainable Development Committee | |
£: | Committee Chair | |
¤: | Committee Member |
2016 | 2015 | |
Audit Fees | 4,139,000 | 4,765,000 |
Audit-Related Fees | 909,000 | 302,000 |
Tax Fees | 1,281,000 | 446,000 |
All Other Fees | 50,000 | — |
Page | Page | ||||
• | Periodic solicitation of input from Board members. |
• | Consultations with senior management and director search firms. |
• | Candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws. |
• | Personal characteristics: |
◦ | highest personal and professional ethics, integrity and values; |
◦ | an inquisitive and objective perspective; and |
◦ | practical wisdom and mature judgment; |
• | Broad experience at the policy-making level in international business, trade, agriculture, government, academia or technology; |
• | 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; |
• | Willingness to represent the best interests of all stockholders and objectively appraise management performance; |
• | Involvement only in activities or interests that do not create a material conflict with the director’s responsibilities to us and our stockholders; |
• | Commitment in advance of necessary time for Board and committee meetings; and |
• | A personality reasonably compatible with the existing Board members. |
Nancy E. Cooper Retired, former Executive Vice President and Chief Financial Officer CA Technologies | 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. | |||
Age: | 63 | |||
Director Since: October 2011 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | 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. | ||||
Mosaic Committee Membership: • Audit (Chair) • Corporate Governance and Nominating | ||||
Other Board Service: | ||||
• Teradata Corporation (Audit Committee) • Brunswick Corporation (Chair, Audit Committee) |
Gregory L. Ebel Chairman Enbridge, Inc. | Mr. Ebel has served as Chairman of Enbridge, Inc., an energy delivery company based in Calgary, Alberta, Canada, since its merger with Spectra Energy Corp (“Spectra Energy”) on February 27, 2017. Prior to that, Mr. Ebel served as Chairman, President and Chief Executive Officer of Spectra Energy since April 2014 as well as Chairman and Chief Executive Officer of Spectra Energy Partners L.P., a subsidiary of Spectra Energy, since November 2013. From January 2009 to April 2014, Mr. Ebel served as President and 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. | |||
Age: | 53 | |||
Director Since: October 2012 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | ||||
Mosaic Committee Membership: • Audit • Corporate Governance and Nominating | 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: | ||||
• Enbridge, Inc. • Spectra Energy Corp (2008-2017) • Spectra Energy Partners L.P. (2013-2017) |
Timothy S. Gitzel President and Chief Executive Officer Cameco Corporation | 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. | |||
Age: | 54 | |||
Director Since: October 2013 | ||||
2016 | Meeting Attendance: | 100% | ||
Skills and Qualifications: | ||||
Independent: Yes | 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 – Over 20 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. | |||
Mosaic Committee Membership: • Audit • Compensation | ||||
Other Board Service: | ||||
• Cameco Corporation |
Denise C. Johnson Group President, Resources Industries Caterpillar, Incorporated | Ms. Johnson is the Group President of Resources Industries of Caterpillar, Incorporated (“Caterpillar”), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Ms. Johnson has held this position since February 2016 when she was promoted from Vice President of Material Handling and Underground Division, which position she had held 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. | |||
Age: | 50 | |||
Director Since: May 2014 | ||||
2016 | Meeting Attendance: | 79% | ||
Independent: Yes | ||||
Mosaic Committee Membership: • Compensation • Environmental, Health, Safety and Sustainable Development | ||||
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. |
Emery N. Koenig Retired Vice Chairman, Chief Risk Officer and member of Corporate Leadership Team Cargill, Incorporated | Mr. Koenig is the retired Vice Chairman and Chief Risk Officer of Cargill. Mr. Koenig held this position since September 2013 and also served as a member of its Corporate Leadership Team and board of directors since December 2009 until his retirement in February 2016. 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 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 commodity trading and risk management activities. Mr. Koenig currently serves as a trustee for Minnesota Public Radio, a director of Catholic Community Foundation and is on the St. Thomas University Catholic Studies Program Advisory Board. | |||
Age: | 61 | |||
Director Since: October 2010 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | ||||
Skills and Qualifications: | ||||
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development | ||||
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. |
Robert L. Lumpkins Retired, former Vice Chairman and Chief Financial Officer Cargill, Incorporated | 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. | |||
Non-Executive Chairman of Mosaic’s Board | 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. | ||||
Age: | 73 | |||
Director Since: 2004 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | ||||
Other Board Service: | ||||
Mosaic Committee Membership: • Audit • Corporate Governance and Nominating (Chair) | ||||
• Ecolab, Inc. (1999 – 2016) • Howard University • Educational Testing Service • Airgas, Inc. (2010 – August 2013) |
William T. Monahan Retired, former Chairman of the Board, President and Chief Executive Officer Imation Corp. | 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. | |||
Age: | 69 | 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. | ||||
Director Since: 2004 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | ||||
Mosaic Committee Membership: • Audit • Compensation (Chair) | ||||
Other Board Service: | ||||
• Pentair Ltd. (Lead Director; Compensation Committee; Governance Committee) • Hutchinson Technology, Inc. (2000 – December 2012; Chair, Compensation Committee) • Solutia Inc. (2008 – July 2012; Lead Director) |
James (“Joc”) C. O’Rourke President and Chief Executive Officer The Mosaic Company | Mr. O’Rourke was appointed our President and Chief Executive Officer in August 2015. He previously served as our Executive Vice President - Operations and Chief Operating Officer from August 2012 to August 2015 and as our Executive Vice President - Operations from January 2009 to August 2012. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, since May 2006, where he was responsible for the Australia Pacific Business Unit consisting of ten gold and copper mines in Australia and Papua New Guinea. Before that, Mr. O’Rourke was Executive General Manager in Australia and Managing Director of Placer Dome Asia Pacific Ltd., the second largest gold producer in Australia, from December 2004, where he was responsible for the Australia Business Unit consisting of five gold and copper mines; and General Manager of Western Australia Operations for Iluka Resources Ltd., the world’s largest zircon and second largest titanium producer, from September 2003, where he was responsible for six mining and concentrating operations and two mineral separation/synthetic rutile refineries. Mr. O’Rourke had previously held various management, engineering and other roles in the mining industry in Canada and Australia since 1984. | |||
Age: | 56 | |||
Director Since: May 2015 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: No | ||||
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. Mining Experience - More than 30 years of experience in U.S., Canadian and international mining activities, including both shaft and open-pit mining. Global Operational Leadership - extensive experience in leading complex global operations. Agriculture/Fertilizer Business - Longstanding experience in the agriculture and fertilizer industry through executive and operational roles for Mosaic. | ||||
Other Board Service: | ||||
• The Toro Company (Audit Committee; Finance Committee) |
James L. Popowich Retired, former President and Chief Executive Officer Elk Valley Coal Corporation | 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. | |||
Age: | 72 | |||
Director Since: 2007 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | 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 an advisor 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. | ||||
Mosaic Committee Membership: • Compensation • Environmental,Health, Safety and Sustainable Development | ||||
Other Board Service: | ||||
• CIM (2007-2015) • Climate Change Central (an organization established by the Alberta government dedicated to the reduction of greenhouse gasses, 2002 – 2010) |
David T. Seaton Chairman and Chief Executive Officer Fluor Corporation | 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. | |||
Age: | 55 | |||
Director Since: April 2009 | ||||
2016 | Meeting Attendance: | 95% | 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. | ||||
Independent: Yes | ||||
Mosaic Committee Membership: • Compensation • Environmental, Health, Safety and Sustainable Development | ||||
Other Board Service: | ||||
• Fluor Corporation (Chairman; Chair, Executive Committee) |
Steven M. Seibert Attorney The Seibert Law Firm | 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. | |||
Age: | 61 | |||
Director Since: October 2004 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | ||||
Skills and Qualifications: | ||||
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development (Chair) | ||||
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 and facilitates his leadership of our Environmental, Health, Safety and Sustainable Development Committee. | ||||
Kelvin W. Westbrook President and Chief Executive Officer KRW Advisors, LLC | Mr. Westbrook has been President and Chief Executive Officer of KRW Advisors, LLC, a provider of strategic and general business and consulting services in the telecommunications, media and other industries, since September 2007. Mr. Westbrook founded Millennium Digital Media Systems, LLC (“MDM”) in 1997 and served as Chairman and Chief Strategic Officer and as President and Chief Executive Officer of MDM from October 2006 to September 2007 and from May 1997 to September 2006, respectively. Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately 15 months after Mr. Westbrook resigned from the firm. | |||
Age: | 61 | |||
Director Since: August 2016 | ||||
2016 | Meeting Attendance: | 100% | ||
Independent: Yes | Skills and Qualifications: | |||
Executive and Operational Leadership – Extensive leadership experience, including as CEO and in other strategic leadership roles at various companies. Legal, Media and Marketing – Core legal, media and marketing skills, including former service as a partner of a national law firm. Corporate Governance – In-depth knowledge and expertise in corporate governance gained through service on the boards of directors and board committees of other public companies and not-for-profit entities. Risk Management – Executive experience in risk management. | ||||
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development (Chair) | ||||
Other Board Service: | ||||
• Archer Daniel Midland Company (Chair, Compensation Comittee; Executive Committee; Nominating and Corporate Governance Committee) • T-Mobile US Inc. (Chair, Nominating and Corporate Governance Committee; Audit Committee) • Camden Property Trust (Lead Trust Manager) • Stifel Financial Corp. (Governance and Risk Management Committee) |
Director | Shares Included Under Guidelines | Value (1) in Excess of Guidelines | |
# | Value (1) | ||
Nancy E. Cooper | 17,700 | $761,885 | $361,885 |
Gregory E. Ebel (2) | 28,024 | $1,054,526 | $654,526 |
Timothy S. Gitzel (2) | 24,581 | $788,914 | $388,914 |
Denise C. Johnson (2) | 13,359 | $482,853 | $82,853 |
Emery N. Koenig | 29,193 | $1,275,461 | $875,461 |
Robert L. Lumpkins | 49,239 | $1,810,952 | $1,010,952 |
William T. Monahan | 42,905 | $1,244,647 | $844,647 |
James L. Popowich | 28,359 | $1,122,851 | $722,851 |
David T. Seaton | 20,976 | $899,887 | $499,887 |
Steven M. Seibert | 28,682 | $1,021,730 | $621,730 |
Kelvin R. Westbrook | 4,079 | $116,252 | (2) |
• | 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. |
• | Audit; |
• | Compensation; |
• | Corporate Governance and Nominating; and |
• | Environmental, Health, Safety and Sustainable Development. |
Audit Committee | ||||||
Five Members: | ||||||
| Nancy E. Cooper, Chair | 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 and Gregory L. Ebel qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated by the SEC. | ||||
| Gregory L. Ebel | |||||
| Timothy S. Gitzel | |||||
| Robert L. Lumpkins | |||||
| William T. Monahan | |||||
Meetings During 2016: | 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. |
Compensation Committee | ||||||||
Five Members: | ||||||||
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, the SEC and Section 162(m) of the Internal Revenue Code. | ||||||||
| William T. Monahan, Chair | |||||||
| Timothy S. Gitzel | |||||||
| Denise C. Johnson | |||||||
| James L. Popowich | |||||||
| David T. Seaton | |||||||
Meetings During 2016: Six | ||||||||
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 and other executive officers, 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: | |||||||
w | reviewing and recommending to our independent directors the amount and mix of direct compensation paid to our CEO; and | |||||||
w | 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: | |||||||
w | reviewing and recommending to our independent directors the levels of compensation under severance, change-in-control and other termination arrangements for our CEO; | |||||||
w | establishing any change-in-control and other termination arrangements for our other executive officers; and | |||||||
w | adopting appropriate forms of agreements reflecting such arrangements. | |||||||
| Incentive Plans: | |||||||
w | reviewing and recommending to our Board performance goals and associated payout percentages under short- and long-term incentive plans for executive officers; | |||||||
w | recommending to our independent directors awards under these plans to our CEO; and | |||||||
w | 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 and the advisory Frequency of Say-on-Pay Proposal included in this Proxy Statement as Proposal No. 3 and Proposal No. 4, respectively; | |||||||
| 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 operation risks; and | |||||||
| succession planning for our senior management other than the CEO and related risks. | |||||||
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 “Executive Compensation Governance - Roles and Process.” | ||||||||
Compensation Committee | ||||||||
Delegations of Authority | ||||||||
| Our Compensation Committee’s charter provides that it may delegate its authority to a subcommittee of its members. | 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. | ||||||
| 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. | |||||||
Corporate Governance and Nominating Committee | ||||||
Six Members: | ||||||
| Robert L. Lumpkins, Chair | |||||
| Nancy E. Cooper | All of the members of the Corporate Governance and Nominating Committee are independent. | ||||
| Gregory L. Ebel | |||||
| Emery N. Koenig | |||||
| Steven M. Seibert | |||||
| Kelvin R. Westbrook | |||||
Meetings During 2016: | Five | |||||
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, including individual peer review; | |||||
| 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. |
Environmental, Health, Safety and Sustainable Development Committee | |||||||
Six Members: | |||||||
| Steven M. Seibert, Chair | ||||||
| Denise C. Johnson | ||||||
| Emery N. Koenig | ||||||
| James L. Popowich | ||||||
| David T. Seaton | ||||||
| Kelvin R. Westbrook | ||||||
Meetings During 2016: | Five | ||||||
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 an 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; | ||||||
| overseeing our processes and practices with respect to interactions relating to EHSS matters with communities, customers and other key stakeholders; and | ||||||
| overseeing our processes for managing EHSS risks. |
| 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. |
| Leads the Board’s process for assessing the performance of the CEO; | |
| Acts as a liaison between the Board and senior management; | |
| Establishes, prior to the commencement of each year and in consultation with the Corporate Governance and Nominating Committee, a schedule of agenda subjects to be discussed during the year; | |
| Establishes the agenda for each regular Board meeting; | |
| Presides over each Board meeting; and | |
| Presides over private sessions of the non-management directors, all of whom are independent, at regular Board meetings. |
| 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. |
| contact our Board via our toll-free telephone number at (877) 261-2609 inside the United States, or call collect to (503) 726-3224 outside the United States; | |
| send written communication in care of our Senior Vice President, General Counsel and Corporate Secretary at The Mosaic Company, 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. |
| 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. |
| routine questions, complaints and comments that management can appropriately address; | |
| routine invoices, bills, account statements and related communications that management can appropriately address; | |
| surveys and questionnaires; and | |
| requests for business contacts or referrals. |
| Any transaction where the related person’s interest derives solely from the fact that he or she serves as a director or officer of a not-for-profit organization or charity that receives donations from us in accordance with a matching gift program of ours that is available on the same terms to all of our employees; | |
| Indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person; | |
| Any transaction that involves compensation to a director (if such arrangement has been approved by our Board) or executive officer (if such arrangement has been approved, or recommended to the Board for approval, by the Compensation Committee of our Board or is otherwise available generally to all of our salaried employees) in connection with his or her duties to us, including the reimbursement of business expenses incurred in the ordinary course in accordance with our expense reimbursement policies that are applicable generally to all salaried employees; or | |
| Any transaction entered into in the ordinary course of business pursuant to which the related person’s interest derives solely from his or her service as a director or employee (including an executive employee) of another corporation or organization that is a party to the transaction and (i) the related person does not receive directly any compensation or other direct material benefit of any kind from the other corporation or organization due, in whole or in part, to the creation, negotiation, approval, consummation or execution of the transaction, and (ii) the related person is not personally involved, in his or her capacity as a director or employee of the other corporation or organization, in the creation, negotiation or approval of the transaction. |
| Whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or 5% stockholder of ours; | |
| Whether there are demonstrable business reasons for us to enter into the related person transaction; | |
| Whether the related person transaction could impair the independence of a director under our Director Independence Standards; | |
| Whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors our Corporate Governance and Nominating Committee deems relevant; and | |
| Whether the related person transaction is permitted under the covenants pursuant to our material debt agreements. |
• | 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. |
• | an annual cash retainer of $160,000 to our Chairman of the Board and $80,000 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 $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee. |
Name | Fees Earned or Paid in Cash ($) (1)(2) | Stock Awards ($) (3)(4)(5)(6) | All Other Compensation ($) (7) | Total ($) |
Nancy E. Cooper | 110,000 | 154,995 | 6,291 | 271,286 |
Gregory L. Ebel | 90,000 | 154,995 | 6,291 | 251,286 |
Timothy S. Gitzel | 90,000 | 154,995 | 6,291 | 251,286 |
William R. Graber (8) | 34,615 | — | 6,291 | 40,906 |
Denise C. Johnson | 90,000 | 154,995 | — | 244,995 |
Emery N. Koenig | 90,000 | 154,995 | 6,291 | 251,286 |
Robert L. Lumpkins (9) | 190,000 | 260,011 | 10,553 | 460,564 |
William T. Monahan | 105,000 | 154,995 | 6,291 | 266,286 |
James L. Popowich | 90,000 | 154,995 | 6,291 | 251,286 |
James T. Prokopanko (8) | 33,873 | — | — | 33,873 |
David T. Seaton | 90,000 | 154,995 | 6,291 | 251,286 |
Steven M. Seibert | 100,000 | 154,995 | 6,291 | 261,286 |
Kelvin R. Westbrook | 31,793 | 116,252 | — | 148,045 |
(1) | Reflects the aggregate amount of the cash retainers paid for 2016. |
(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 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 2016. 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 RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or ASC 718. The assumptions used in our valuation of these awards are discussed in note 19 to our audited financial statements for 2016 included in the 2016 10-K Report. |
(4) | The date of our annual grant of RSUs to non-employee directors in 2016 was May 19, 2016, the date of our 2016 Annual Meeting. We establish the number of shares subject to the grant of RSUs 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 RSUs granted in 2016 to non-employee directors will vest completely on the date of the 2017 Annual Meeting. If a director ceases to be a director prior to vesting, the director will forfeit the RSUs except in the event of death (in which case the RSUs will vest immediately) or unless otherwise determined by our Corporate Governance and Nominating Committee. For vested RSUs, Common Stock will be issued immediately, in the event of the director’s death, or on the third anniversary of the grant date, except that (i) RSUs of a director who is removed for cause will be forfeited and (ii) as to RSUs for which an election has been made under our long-term equity deferral plan, shares will be issued in accordance with the director’s election. The RSU awards granted in 2016 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 RSUs granted to the director in 2016 be paid in cash rather than shares of Common Stock. |
(5) | The following table shows the number of RSUs held at December 31, 2016 by each director who was not an employee at any time during 2016: |
Director | Restricted Stock Units Held at December 31, 2016 (#) | Vesting Date (a) | ||
Robert L. Lumpkins | 5,274 | 5/14/2015 | ||
5,707 | 5/19/2016 | |||
10,129 | (b) | |||
Each of Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, William T. Monahan, James L. Popowich, David T. Seaton and Steven M. Seibert | 3,144 | 5/14/2015 | ||
3,402 | 5/19/2016 | |||
6,038 | (b) | |||
Kelvin R. Westbrook | 3,402 | (b) |
(a) | These RSUs vest or vested on the earlier of (i) the date indicated in this column or (ii) 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 RSUs vest on the date of the 2017 Annual Meeting. |
(6) | Our unfunded non-qualified equity deferral plan and the applicable RSU award agreements allow eligible directors to elect to contribute all or a portion of annual RSU grants to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the director at the time of her or her deferral election. For each share that would have been issued under an RSU award but for an election to defer its receipt, the director will be credited with a recordkeeping amount of cash equal to the dividends per share paid or payable to holders of our Common Stock on a share of our Common Stock. This recordkeeping amount will be paid out consistent with the payment dates specified in the plan. |
(7) | Reflects dividend equivalent payments for 2016. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued. |
(8) | Messrs. Graber and Prokopanko retired from the Board upon conclusion of the 2016 Annual Meeting. |
(9) | 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 and 75% of his RSU grant pursuant to the non-qualified equity deferral plan described in note (6) above. |
Page | Page | ||||
• | We entered into an agreement in December 2016 to acquire Vale S.A.'s global phosphate and potash operations conducted through Vale Fertilizantes S.A. When completed, this transaction will increase our finished phosphates capacity by approximately five million tonnes and our finished potash capacity by approximately 500,000 tonnes. Upon closing, Mosaic expects to become the leading fertilizer production and distribution company in Brazil. |
• | We had record sales volumes of 6.8 million tonnes in our International Distribution segment in 2016. |
• | We completed our investments to expand our MicroEssentials® capacity, and our sales volumes of MicroEssentials® products in 2016, including sales from our International Distribution segment, increased 23% over 2015. |
• | We are on track to meet the goal we set to achieve $500 million in cost savings by the end of 2018 and are targeting an additional $75 million in savings in our support functions, most of which we expect to realize by the end of 2017. |
• | Selling, general and administrative expenses in 2016 were the lowest amount in the last ten years, benefiting from our ongoing expense management initiatives. |
• | While we continue to support key strategic projects and protect the integrity of our assets, we are managing our capital through the prioritization of our expenditures and the deferral, reduction or elimination of certain capital spending. Capital expenditures in 2016 were the lowest in over five years. |
• | No named executive officer received a base salary or target short-term incentive increase, reflecting an acknowledgment of the challenging industry environment, our focus on cost management and our stock price performance. |
• | The majority of target direct compensation for 2016 was “at risk” based on financial, operational and stock price performance. The performance measures under our short-term incentive plan focus management on financial performance and on metrics that we believe will drive long-term stockholder value, though they may not always be reflected in near-term stock price performance. In this way, our executive compensation program elements are designed to motivate and retain our executive officers in a way that aligns with the interests of our stockholders. |
• | We believe that 2016 payouts under our short- and long-term incentive programs bear a strong relationship to our financial, operational and stock price performance and align closely with our executive compensation program objectives. Consistent with our philosophy of paying for performance: |
◦ | Our short-term incentive plan paid out at 100% of target for our executive officers, reflecting performance at the maximum level against goals for our critical cost management, production efficiency and safety objectives. These objectives were designed to drive improvements in our position as a low cost producer, which supports our competitive position and sustainability in all pricing environments, and to build on our strong safety record. Due in large part to the challenging pricing environment in which we operated during 2016, we did not meet the threshold for a payout under our operating earnings measure. |
◦ | As of December 31, 2016, options granted during 2014 and 2015 were significantly underwater and options granted during 2016 were only slightly in-the-money. |
◦ | RSUs and TSR performance units that vested during 2016 paid out at values significantly below their grant date values (-46% and -75%, respectively). |
◦ | Our 2014 cost reduction incentive awards paid out at 150% of target, reflecting our strong focus on cost management over the three-year performance period. We realized an aggregate of $419.3 million in cost savings or approximately 84% above our target. Further demonstrating the pay-for-performance nature of these awards, the value of shares received was approximately 96% of grant date fair value, due to the decrease in our stock price since the grant date. |
• | We modified our short-term incentive plan for 2016: |
◦ | We decreased the maximum payout under our 2016 short-term incentive plan to 200% (from 250%) of an individual’s incentive target opportunity. |
◦ | We adjusted the composition and weighting of our safety measures to reflect our movement away from lagging indicators that measure safety incidents and toward a proactive leading indicator that we believe will better focus our organization on behaviors aimed at preventing safety incidents. |
• | Our Compensation Committee engages in an ongoing review of our compensation program to evaluate whether it remains consistent with our pay-for-performance philosophy and, as a whole, reflects what the Compensation Committee believes to be best practices among our peer group and the broader market. Highlights of our 2016 compensation practices are presented below. |
• | Our 2016 “Say-on-Pay” advisory proposal was approved by approximately 96% of votes cast. |
What We Do | |
ü | 100% performance-based long-term incentive grants: stock price appreciation, TSR and ROIC |
ü | Significant percentage of target direct compensation tied to performance |
ü | Stock and incentive plan designed to permit awards that meet performance-based criteria of Section 162(m) |
ü | Compensation Committee discretion to reduce (but not increase) executive officer short-term incentive payouts |
ü | Clawback policy applicable to annual and long-term incentives |
ü | Executive change-in-control agreements and long-term incentive awards: double trigger vesting in a change in control |
ü | Stock ownership guidelines: 5x annual salary for CEO; 3x annual salary for other executive officers |
ü | Independent executive compensation consultant and access to other independent advisors |
ü | Limited perquisites |
ü | Annual say-on-pay vote |
What We Don’t Do | |
û | We do not have executive employment agreements, other than expatriate agreements in connection with international assignments |
û | We do not provide tax gross-ups under our executive change-in-control agreements |
û | We do not permit hedging or pledging of Mosaic stock |
û | We do not reprice options under our stock plan |
(b) | Realizable Pay includes (i) base salary and actual annual short-term incentive earned, each as reported in the Summary Compensation Table for 2016, 2015 and 2014, (ii) the value of outstanding in-the-money stock options and unvested RSUs granted during the periods presented based on the closing price of our Common Stock on December 30, 2016, the last trading day of 2016, or $29.33, (iii) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 30, 2016 to determine the estimated vesting percentage and (iv) for 2015 and 2016, the estimated value of ROIC performance unit awards granted in 2015 and 2016, in each case assuming a target level of performance and using the 30-day average trading price as of December 30, 2016 to calculate the estimated payout. Realizable Pay excludes the value of the special one-time cost reduction incentive awards granted in 2014. |
Page | Page | |||
2016 Named Executive Officers | |
James (“Joc”) C. O’Rourke | President and Chief Executive Officer |
Richard L. Mack | Executive Vice President and Chief Financial Officer |
Richard N. McLellan(1) | Senior Vice President - Brazil |
Gary (“Bo”) N. Davis(2) | Former Senior Vice President - Phosphate Operations |
Corrine D. Ricard(1) | Senior Vice President - Commercial |
Walter F. Precourt III(2) | Senior Vice President - Phosphates |
• | price, supply and demand of our fertilizer products and the key inputs we use to produce them; |
• | cash crop prices affecting farmer income levels and affordability of crop nutrients; |
• | weather events and patterns affecting crop yields and prices; |
• | raw material and energy costs that affect profit margins; |
• | government fertilizer subsidies and other farm policies; and |
• | environmental regulations and the costs of compliance and risk abatement |
Principle or Treatment | ||
Base Salary | • | Salaries are paid for leadership competencies, including demonstrated knowledge, skills and abilities required to lead the company, business unit or function. |
• | Salary levels should be competitive, at approximately the 50th percentile of salaries reported by our comparator group of companies for comparable roles, except where higher or lower levels are deemed appropriate based on the executive’s experience, organizational impact and other factors. | |
Short-Term Incentives | • | Target short-term incentive should represent a substantial percentage of base salary. |
• | Success over the shorter-term is defined by key financial and operational performance indicators that take into account external factors impacting the company. Common incentives across the executive officer group promote close collaboration, unity of interests and accountability for enterprise results. | |
Long-Term Incentives | • | Long-term incentives should make up the largest proportion of target total direct compensation. |
• | 100% performance-based, for 2016 linked to stock price appreciation, TSR and/or Incentive ROIC. | |
• | As of 2015, no time-based RSUs are part of the annual program. Substantial, on-going equity stake in the Company is mandatory and creates needed alignment with shareholder interests. | |
Pay Mix | • | Incentives should comprise at least 50% of target total direct compensation. |
• | Short and long-term incentives earned by meeting pre-determined goals derived from value-based standards of performance. Short-term incentives should reward actions that also further long-term business goals. | |
• | RSUs may be utilized on a selective basis to support continuity of management and address special promotional and retention needs. | |
Benefits and Perquisites | • | Executive productivity and well-being should generally be supported by limited benefits and perquisites designed to advance individual wellness and financial security. |
Severance Pay | • | Severance agreements are an effective alternative to employment agreements and serve to protect both executive and Company interests. |
• | Severance pay is designed to enable management to objectively consider transactions that may benefit stockholders even if they would result in termination of executive officer employment, and to provide protection to executives against job loss due to reasons beyond their control. | |
Post-Employment Benefits | • | In place of SERPs, supplemental defined benefit pension plans and retiree medical plans, executives who save toward retirement income security should receive limited company contributions as an incentive. |
• | Company contributions to non-qualified deferred compensation plans neutralize the discriminatory impact of qualified retirement plan benefits for executives (which may be reduced by compensation caps, contribution limits and other rules that do not apply to non-highly compensated employees). |
Grants | Metric | Performance Standard |
Short-Term Incentive Awards | Incentive Operating Earnings(1) | ▪ Profit required to produce Incentive ROIC equal to Mosaic’s WACC (9% for 2016).▪ Standard is adjusted annually with changes in WACC; amount funded varies based on Incentive Operating Earnings. |
Incentive Operating Costs Per Tonne(1) | ▪ Target costs for each tonne produced (excluding raw materials and other non-controllable items) are lower than the prior year’s actual costs plus inflation, to incentivize continuous year-over-year improvement. | |
Incentive Selling, General and Administrative Expense (SG&A)(1) | ▪ Budgeted enterprise expense target (excluding incentives and expenses associated with acquisitions) as approved by our Board of Directors.▪ 2016 target goal of $305 million is 6% lower than the 2015 target. | |
Safety- Recordable Injury Frequency Rate (“RIFR”) and Management System Effectiveness (“MSE”) | ▪ Target goals for both metrics have been set for year-over-year improvement and for RIFR, top quartile safety performance in chemical and mining industries for North America.▪ For 2016, MSE replaced the long-term injury frequency rate measure that was utilized in 2015 and prior years. MSE is tied to the effectiveness of the Company’s safety management system, and as a leading indicator we believe its utilization will better focus our organization on behaviors aimed at preventing safety incidents. | |
LTI Stock Options | Stock Price | ▪ Option gains are realized if stock price at time of exercise exceeds the exercise price set at fair market value on the date of grant.▪ Value received is conditioned on continued service and stock appreciation until vesting and exercise of the options. |
LTI Performance Units | TSR | ▪ Mosaic TSR (stock price change plus dividends) over three-year period.▪ Vesting percentage is tied directly to absolute TSR results. For example, negative 10% = 90% payout, positive 25% = 125% payout. No vesting if TSR falls below negative 50%. |
Incentive ROIC(1) | ▪ Target goal: three-year cumulative Incentive ROIC must exceed cumulative Mosaic WACC + 3% over the three-year period. ▪ WACC adjusted up or down at start of each year to reflect actual WACC. |
Metrics | Weighting | Funding at Threshold | Funding at Target | Funding at Maximum | |
Financial (95%) | Incentive Operating Earnings (1)(2) | 50% | $2.3 million | $46.4 million | $92.7 million |
Incentive Operating Costs Per Tonne (1) | 25% | ||||
Incentive SG&A (1) | 20% | ||||
Operational - Safety (5%) | Recordable Injury Frequency Rate | 2% | |||
Management System Effectiveness | 3% | ||||
Payout | 100% | 5% | 100% | 200% |
Incentive Operating Earnings (millions) | Incentive ROIC | Sharing Rate | Incentive Pool |
$1,750 | 13% | 1.55% | $23.0 million |
$1,480 | 11% | 1.25% | $18.5 million |
$1,210 | 9% | 0.95% | $11.5 million |
$940 | 7% | 0.65% | $6.1 million |
$670 | 5% | 0.35% | $2.3 million |
Minimum | Target | Maximum | ||||
Measure | Performance Level | Payout Percentage | Performance Level | Payout Percentage | Performance Level | Payout Percentage |
Incentive Controllable Operating Costs per Tonne | $116 | 0% | $111 | 25% | $107 | 50% |
Incentive SG&A ($ in millions) | $320 | 0% | $305 | 20% | $289 | 40% |
Safety-RIFR | 0.95 | 0% | 0.80 | 2% | 0.70 | 4% |
Safety-MSE | 0.05 | 0% | 0.15 | 3% | 0.25 | 6% |
Total Payout | 0% | 50% | 100% |
Stock Options | ROIC Performance Units | TSR Performance Units | |
Date of Grant | March 3, 2016 | March 3, 2016 | March 3, 2016 |
NEO Grant Value/ % of Total | $3,049,995 / 33% | $3,049,997 / 33% | $3,049,974 / 33% |
Fair Value at Grant (% of Stock Price) (1) | 29% | 100% | 122% |
Number of Shares/ Units Granted | 364,396 | 107,055 | 87,467 |
Strike Price/ Grant Date Fair Value | $28.49 | $28.49 | $34.87 |
Term/ Performance Period | 10 years | 3 years | 3 years |
Performance Metric | Stock Price | Incentive ROIC | Absolute TSR |
Form of Settlement | Stock | Cash | Stock |
Potash Segment | Phosphates Segment | Executive Officers/Total Mosaic | |
Target Cost Savings | $100 million | $128 million | $228 million |
Cost Savings Realized | $192 million | $227 million | $419 million |
Cost Saving % (1) | 23.6% | 12.5% | 16.8% |
Vesting | 150% | 150% | 150% |
Grant Date Value | Value on Performance Certification Date | |||
Named Executive Officers | Other Participants | Named Executive Officers | Other Participants | |
Date | March 28, 2014 | February 24, 2017 | ||
Price per Share | $49.17 | $31.42 | ||
Number of Shares | 121,009 | 501,888 | 181,514 | 752,832 |
Aggregate Award Value | $5,950,000 | $24,678,000 | $5,703,000 | $23,654,000 |
| 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. |
James ("Joc") C. O’Rourke President and Chief Executive Officer (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Peer Group Median |
Base Salary | $1,100,000 | — | 100% | 16% | $1,125,000 |
Target Short-Term Incentive | 1,320,000 | — | 120% | 19% | 1,465,000 |
Target Long-Term Incentives | 4,500,000 | 50% | 409% | 65% | 5,820,000 |
Target Total Direct Compensation | $6,920,000 | 28% | — | 100% | $8,275,000 |
Richard L. Mack Executive Vice President and Chief Financial Officer (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Peer Group Median |
Base Salary | $624,000 | — | 100% | 26% | $575,000 |
Target Short-Term Incentive | 499,200 | — | 80% | 21% | 410,000 |
Target Long-Term Incentives | 1,300,000 | — | 208% | 54% | 1,300,000 |
Target Total Direct Compensation | $2,423,200 | — | — | 100% | $2,335,000 |
Richard N. McLellan Senior Vice President - Brazil (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Peer Group Median |
Base Salary | $504,000 | — | 100% | 25% | $575,000 |
Target Short-Term Incentive | 403,200 | — | 80% | 20% | 375,000 |
Target Long-Term Incentives | 1,100,000 | — | 218% | 55% | 1,250,000 |
Target Total Direct Compensation | $2,007,200 | — | — | 100% | $2,270,000 |
Gary ("Bo") N. Davis Former Senior Vice President - Phosphate Operations (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Market Median |
Base Salary | $464,000 | — | 100% | 30% | $535,000 |
Target Short-Term Incentive | 301,600 | — | 65% | 19% | 325,000 |
Target Long-Term Incentives | 800,000 | — | 172% | 51% | 930,000 |
Target Total Direct Compensation | $1,565,600 | — | — | 100% | $1,980,000 |
Corrine Ricard Senior Vice President - Commercial (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Market Median |
Base Salary | $440,000 | — | 100% | 30% | $360,000 |
Target Short-Term Incentive | $308,000 | — | 70% | 21% | $210,000 |
Target Long-Term Incentives | $700,000 | — | 159% | 48% | $402,000 |
Target Total Direct Compensation | $1,448,000 | — | — | 100% | $990,000 |
Walter Precourt Senior Vice President - Phosphates (1) | 2016 | % Change | % of Salary | % of Target Direct Compensation | Market Median |
Base Salary | $425,000 | — | 100% | 30% | $440,000 |
Target Short-Term Incentive | 255,000 | — | 60% | 18% | 285,000 |
Target Long-Term Incentives | 750,000 | 25% | 176% | 52% | 660,000 |
Target Total Direct Compensation | $1,430,000 | 12% | — | 100% | $1,405,000 |
• | Compensation received or earned by our Named Executive Officers over the current year and past few years and the performance of Mosaic over the same time frames; |
• | Performance of Mosaic versus direct competitors and other companies in the global fertilizer industry; |
• | Realized compensation and target total direct compensation; and |
• | Realized compensation and program objectives. |
Measure | 2016 | 2015 | ||||||
Metric Weight | Target | Actual | Actual Payout | Metric Weight | Target | Actual | Actual Payout | |
Incentive Operating Earnings ($ in millions) | 50% | $1,210 | $319 | — | 50% | $1,290 | $1,279 | 68% |
Incentive ROIC (%) | 9% | 3.8% | 9% | 10.8% | ||||
Incentive Operating Costs Per Tonne (1) | 25% | $111 | $104 | 50% | 25% | $115 | $110 | 45% |
Incentive SG&A Expense ($ in millions) | 20% | $305 | $262 | 40% | 12.5% | $323 | $321 | 14% |
Safety - Recordable Injury Frequency Rate | 2% | 0.80 | 0.66 | 4% | 6.25% | 0.95 | 0.88 | 8% |
Safety - Lost Time Injury Frequency Rate | — | — | — | — | 6.25% | 0.07 | 0.09 | 2% |
EHS - Management System Effectiveness | 3% | 15% | 30% | 6% | — | — | — | — |
Payout % of Target | 100% | 137% | ||||||
NEO Total Payout ($ in millions) (2) | $3.08 | $3.08 | $4.22 | $5.8 |
James ("Joc") C. O'Rourke President and Chief Executive Officer | 2011 Grant | 2012 Grant | 2013 Grant | 3-Year Grant Total | ||||
Incentive Award | Grant Value | Realized Value | Grant Value | Realized Value | Grant Value | Realized Value | Grant Value | Realized Value |
Stock Options | $500,004 | — | $633,341 | — | $633,325 | — | $1,766,670 | — |
Restricted Stock Units | $499,990 | $334,388 | $633,359 | $497,498 | $633,340 | $343,220 | $1,766,689 | $1,175,106 |
TSR Performance Units | $499,982 | $215,699 | $633,324 | $370,317 | $633,308 | $158,522 | $1,766,614 | $744,538 |
3-Year TSR | (28.5)% | (17.4)% | (41.3)% | — | ||||
Shares Vested | 27,797 | 46,855 | 47,123 | 121,775 | ||||
% Grant Value Realized | 36.7% | 45.7% | 26.4% | 36.2% | ||||
Unrealized % Grant Value | 63.3% | 54.3% | 73.6% | 63.8% |
Role | Process | |||
Compensation Committee (1) | • | Establish and manage executive compensation philosophy and principles | • | Attend regular and special meetings over the course of each calendar year |
• | Recommend to Board short-term incentive plan goals | • | Access external resources for ongoing education, training and review of executive compensation topics, developments and issues | |
• | Approve and recommend to the Board total compensation for CEO; approve total compensation for other named executive officers | |||
• | Retention of independent compensation consultant | |||
• | Approve terms of incentive awards, including goals and certify achievement of performance goals | • | Review shareholder advisory reports on Mosaic and peer companies | |
• | Approve all stock grants - annual, new hire or retention | • | Study and consider ISS pay for performance test outcomes | |
• | Annually evaluate program outcomes against stated objectives, shareholder interests and external practices |
Role | Process | |||
Management | • | Incentive program design, objectives, metric goals and payout modeling at the direction of the Committee | • | Present written materials and analysis in advance of requested Committee actions |
• | Propose pay packages for non-CEO named executive officers | • | Seek Committee direction and input as part of annual program evaluation | |
• | Propose executive benefits and perquisites | • | Share program proposals and analysis with Compensation Committee and/or its independent compensation consultant | |
• | Propose peer group for executive compensation benchmarking | |||
• | Conduct research on topics of interest or trends to Committee | |||
• | Report on program effectiveness, expense and dilution | |||
Chief Executive Officer | • | Provide input on executive compensation program objectives, design and goals | • | Program proposals by management reflect CEO and executive officer feedback and support |
• | Recommend pay packages for direct reports | • | Participate in discussions concerning executive compensation program, program elements and philosophy generally | |
• | Regularly participates in Compensation Committee meetings | |||
• | No participation in discussions surrounding the setting of CEO compensation | |||
Independent Compensation Consultant | • | Support Compensation Committee in discharging its responsibilities | • | Attend all Committee meetings in person or by phone |
• | Furnish independent data, input and advice to Committee members on specific proposals regarding pay packages or programs | • | Preview specific management analyses or proposals with Committee Chair in advance of meetings | |
• | Furnish independent data on external pay trends, competitive levels, practices and policies within and outside of Mosaic’s industry | • | Present written materials and analysis in advance of requested Committee actions | |
• | Review compensation sections of proxy statement prior to filing | |||
Board of Directors | • | Delegate specific duties to Compensation Committee | • | Written delegations updated each year that clarify the scope and conditions of the delegated duties |
• | Approve CEO pay package | |||
• | Interact with Committee members on non-delegated matters, including CEO compensation, CEO performance objectives, approval of incentive program goals and approval of special long-term incentive awards | • | Committee Chair reports to the Board after each regular Committee meeting | |
Dimensions | Application | |||
Performance | • | Individual performance against objectives | • | Base salary increases |
• | Business performance- attainment of goals and results relative to direct competitors | • | Short-term incentive goals | |
• | Long-term incentive goals | |||
• | Pay for performance analysis | |||
Industry | • | Global scope and complexity | • | Choice of short-term and long-term incentive performance metrics |
• | Widely fluctuating demand and supply | |||
• | Dependence on cash crop and commodity prices | • | Goal setting approach for short-term and long-term incentive performance awards | |
• | Growing production capacity |
Dimensions | Application | |||
Philosophy | • | Pay elements and proportions | • | Short-term incentive awards |
• | Competitive positioning | • | Long-term incentive awards and mix | |
• | Linkage to business strategies | |||
Business Strategy & Maturity | • | Sources for building competitive advantage | • | Short-term incentive awards |
• | Expected financial, operational and customer outcomes | • | Long-term incentive awards and mix | |
• | Potential growth from current and pipeline products | |||
• | Potential future stock price appreciation | |||
Leadership | • | Criticality of role and person | • | Executive pay package |
• | Succession plan and bench strength | • | Special incentives | |
• | Risk of loss and motivation | |||
Return on Investment | • | Executive perceived value and retention force | • | Executive pay package |
• | Accounting expense vs. compensation delivery | • | Long-term incentive mix | |
• | Behaviors and organization capabilities | |||
Affordability & Competitiveness | • | Total program expense, trend and earnings impact | • | NEO cost of management |
• | Relative value by element and total package | • | Compensation benchmarking |
Tool or Source | Information | Purpose | ||
NEO Tally Sheets | • | Target total direct versus realized compensation, by executive | • | Evaluation of executive compensation program against stated objectives and philosophy |
• | Current and potential future value of long-term incentive awards | • | Input for review of proposed executive pay packages | |
ISS Pay for Performance Test Simulation | • | Simulated results of ISS tests using Mosaic compensation and TSR results at year-end | • | Awareness of and response to any potential Say on Pay considerations |
• | Input for review of proposed incentive awards | |||
CRU Group Market Analysis (1) | • | Forecast supply and demand by market | • | Input for incentive metric goal setting |
• | Global market, economic and agriculture information pertaining to fertilizer industry | • | Evaluation of Mosaic performance or goals relative to current market conditions or projected outlook | |
Mosaic Comparator Group | • | Pay practice information from public filings of 17 U.S. companies in basic materials sector | • | Compensation benchmarking for certain named executive officer positions |
• | Comparison of revenue, market capitalization and other criteria established by Committee | • | Mosaic pay positioning relative to peers | |
Third Party Compensation Surveys (2) | • | Market data set for U.S general industry, chemical and gases and mining industries | • | Compensation benchmarking for comparable jobs |
• | Revenues between $6 to $14 billion | • | Mosaic pay positioning relative to market |
(1) | CRU Group is a private company that produces industry and market analyses that are global in scope and cover a number of commodity industries, including the fertilizer industry. |
(2) | Surveys used for 2016 compensation actions included 2015 Mercer Benchmark Database Executive, 2015 Hay Executive, 2015 Towers Watson CDB Executive and 2015 Towers Watson Compensation Surveys. We have listed in Appendix B to this Proxy Statement the companies included in the referenced survey data. |
• | salary, incentive, and target total direct compensation levels for executive positions comparable in job responsibilities or by pay rank to Mosaic Named Executive Officer positions; |
• | prevalent pay elements and percentage of target total direct compensation; |
• | incentive metrics, goals, performance periods, and payouts for annual and long-term incentives; and |
• | severance and change-in-control terms. |
2016 Mosaic Comparator Group | ||
Agrium, Inc. | Ingredion Incorporated | Newmont Mining Corp. |
Air Products & Chemicals, Inc. | Eastman Chemical Company | Potash Corporation of Saskatchewan Inc. |
Ashland Inc. | Ecolab Inc. | PPG Industries, Inc. |
Barrick Gold Corporation | FMC Corporation | Praxair, Inc. |
Celanese Corp. | Huntsman Corporation | Teck Resources, Ltd. |
CF Industries Holdings, Inc. | Monsanto Company |
* Based on information for the most recent fiscal periods of each comparator group member ending before December 2015, prior to the compensation decisions we made for 2016. |
Description | ||
Stock Ownership Guidelines | • | Minimum levels of Mosaic stock ownership are set, by executive tier, expressed as a multiple of base salary. |
• | 75% of shares acquired from vested equity awards or stock option exercises (net of income tax withholding) must be held until required stock ownership targets are achieved. | |
Employment Agreements | • | No employment agreements. |
• | At-will employment relationship. | |
Severance and Change-in-Control Agreements | • | Agreements provide severance benefits and outplacement services to protect against job loss due to reasons beyond the executive’s control. |
Section 162(m) Tax Deductibility | • | Our stock and incentive plan is designed to permit awards that qualify as performance-based compensation under IRC Section 162(m). We may at times award compensation that is not fully deductible if we determine it is consistent with our philosophy and is in the best interests of Mosaic and our stockholders. |
Forfeiture of Incentive Compensation | • | For awards granted in 2009 or later, our Board may require forfeiture of annual and long-term incentive awards in certain cases where fraudulent or intentional misconduct contributes to the need for a material restatement of our financials, or to the use of inaccurate metrics to determine the amount of any award or incentive compensation. |
Hedging or Pledging of Mosaic Stock | • | Insider trading policy prohibits executive officers from engaging in short sales and hedging transactions relating to Mosaic stock, and from holding Mosaic stock in a margin account or pledging it as collateral. |
Standard Employee Benefits | Supplemental Executive Benefits | Value of Company-Paid Benefits Offered Annually (Per Executive) | |
Medical & Dental Insurance | x | None | $10,000 - $15,000 (1) |
Annual Physical Exam | x | x | $2,500 - $10,000 |
Employee Assistance Program & Wellness Benefits | x | None | $750 |
Life Insurance | x | x | $1,200 - $5,000 |
Disability Insurance | x | x | $8,000 - $14,000 |
Range of Total Value | $20,000 - $35,000 |
401(k) Plan | Deferred Compensation Plan | Total | % Change from Prior Year | |
2016 Company Contributions | $207,220 | $734,291 | $941,511 | 2.58% |
2016 Executive Contributions | $138,000 | $570,723 | $708,723 | (16.14)% |
2016 Earnings on Account Balance | $79,382 | $657,093 | $736,475 | 669.49% |
12/31/2016 Total Account Balance | $6,301,378 | $8,177,409 | $14,478,787 | 1.27% |
Program (1) | Purpose | Value | Conditions |
Financial Planning | Support executive wealth enhancement, tax and estate planning needs. | $12,000 for NEOs $15,000 for CEO | Reimbursement of actual billed charges up to annual allowance. |
Spousal Business Travel | Permit spouses to travel with executive officers for industry or investor conferences. | No prescribed limit. | Requires prior approval of CEO. |
• | 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 2016 granted an equal mix of stock options, performance units with vesting based on total shareholder return, and performance units with vesting linked to our three-year incentive return on invested capital, 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 includes 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 – Executive Compensation Governance – Executive Compensation Policies and Practices” on page 46; stock ownership guidelines, including holding period requirements, for our executive officers and certain other key executives as described under “Compensation Discussion and Analysis – Executive Compensation Governance – Executive Stock Ownership Guidelines” on page 47; 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. |
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 ("Joc") C. O'Rourke (8) | 2016 | $ | 1,100,000 | — | $ | 3,000,002 | $ | 1,499,996 | $ | 1,320,000 | — | $ | 396,223 | $ | 7,316,221 | |||||||||
President and Chief Executive Officer | 2015 | 893,833 | — | 2,333,336 | 666,658 | 1,473,000 | — | 327,407 | 5,694,234 | |||||||||||||||
2014 | 730,000 | — | 3,166,675 | 633,336 | 992,800 | — | 345,450 | 5,868,261 | ||||||||||||||||
Richard L. Mack (9) | 2016 | 624,000 | — | 866,662 | 433,332 | 499,200 | 30,500 | 204,725 | 2,658,419 | |||||||||||||||
Executive Vice President and Chief Financial Officer | 2015 | 624,000 | — | 1,866,651 | 433,330 | 681,200 | 22,800 | 149,441 | 3,777,422 | |||||||||||||||
2014 | 579,167 | — | 1,999,994 | 400,002 | 630,100 | 19,200 | 180,532 | 3,808,995 | ||||||||||||||||
Richard McLellan | 2016 | 504,000 | — | 733,324 | 366,665 | 403,200 | 77,700 | 190,996 | 2,275,885 | |||||||||||||||
Senior Vice President - Brazil (10) | 2015 | 504,000 | — | 733,329 | 366,675 | 550,200 | 131,400 | 218,136 | 2,503,740 | |||||||||||||||
2014 | 485,000 | — | 1,666,676 | 333,335 | 494,700 | 78,400 | 218,092 | 3,276,203 | ||||||||||||||||
Gary ("Bo") N. Davis (11) | 2016 | 464,000 | — | 533,317 | 266,668 | 301,600 | 8,200 | 152,727 | 1,726,512 | |||||||||||||||
Former Senior Vice President - Phosphate Operations | 2015 | 464,000 | — | 533,346 | 266,674 | 412,100 | (500 | ) | 121,313 | 1,796,933 | ||||||||||||||
2014 | 450,000 | — | 1,166,681 | 233,334 | 397,800 | 10,300 | 149,373 | 2,407,488 | ||||||||||||||||
Corrine D. Ricard (12) | 2016 | 440,000 | — | 466,683 | 233,330 | 308,000 | 60,800 | 162,228 | 1,671,041 | |||||||||||||||
Senior Vice President - Commercial | ||||||||||||||||||||||||
Walter F. Precourt (12) | 2016 | 425,000 | — | 499,983 | 250,004 | 255,000 | — | 791,161 | 2,221,148 | |||||||||||||||
Senior Vice President - Phosphates | ||||||||||||||||||||||||
(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 RSUs (including retention grants to Mr. O’Rourke and Mr. Mack in 2015), TSR and ROIC performance units in the applicable fiscal year, and for 2014, one-time cost reduction incentive performance share awards payable in Mosaic stock, determined in accordance with ASC 718. Includes the value of awards deferred under our non-qualified equity deferral plan. ROIC performance units are accounted for as share-based payments in accordance with ASC 718 and for executive officers are settled in cash. In accordance with SEC rules, the grant date fair value for TSR and ROIC performance units and performance shares excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 19 to our audited financial statements for 2016. |
Name | Grant Date ASC 718 Fair Value ($) | |
ROIC Performance Units | TSR Performance Units | |
James ("Joc") C. O'Rourke | $1,499,999 | $1,500,003 |
Richard L. Mack | 433,333 | 433,329 |
Richard N. McLellan | 366,666 | 366,658 |
Gary ("Bo") N. Davis | 266,666 | 266,651 |
Corrine D. Ricard | 233,333 | 233,350 |
Walter F. Precourt | 250,000 | 249,983 |
Value of TSR and ROIC Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($) | ||
Name | TSR Performance Units (a) | ROIC Performance Units |
James ("Joc") C. O'Rourke | $4,205,342 | $3,132,675 |
Richard L. Mack | 1,214,864 | 904,995 |
Richard N. McLellan | 1,027,946 | 765,765 |
Gary ("Bo") N. Davis | 747,571 | 556,920 |
Corrine D. Ricard | 654,210 | 487,305 |
Walter F. Precourt | 700,841 | 522,113 |
(a) | Assumes for TSR performance units (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 $97.76 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 $97.76 multiplied by the number of performance units awarded. |
(4) | Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined in accordance with ASC 718. The assumptions used in the valuation are discussed in note 19 to our audited financial statements for 2016. |
(5) | Reflects awards under our Management Incentive Plan. We have included additional information about our Management Incentive Plan, including the performance measures for 2016 and the levels of performance that were achieved, under “Short-Term Incentive Program” and “Realized Pay: Short-Term Incentives” beginning on pages 36 and 42, respectively, in our Compensation Discussion and Analysis. |
(6) | Includes the aggregate increase in the actuarial value of pension benefits for 2016, 2015 and 2014 under Cargill’s U.S. salaried employees’ pension plan for Messrs. Mack, McLellan and Davis, and under Cargill’s international employees’ pension plan for Mr. McLellan. Ms. Ricard also participates in these plans but is not yet eligible for benefits under either plan. |
(7) | The table below shows the components of compensation that are included in this column for 2016: |
Name | Reportable Perquisites ($)(a) | Company Contributions to Defined Contribution Plans ($)(b) | Other ($)(a)(c) | Total ($) | ||
Matching Charitable Contributions ($) | Dividend Equivalents ($) | Other ($) | ||||
James ("Joc") C. O'Rourke | $28,499 | $285,318 | $1,000 | $53,550 | $27,856 | $396,223 |
Richard L. Mack | — | 161,654 | — | 33,819 | 9,252 | 204,725 |
Richard N. McLellan | — | 147,197 | 1,000 | 28,181 | 14,618 | 190,996 |
Gary ("Bo") N. Davis | — | 116,546 | — | 19,728 | 16,453 | 152,727 |
Corrine D. Ricard | 12,000 | 121,815 | 1,000 | 16,909 | 10,504 | 162,228 |
Walter F. Precourt | 618,914 | 108,982 | 1,000 | 23,728 | 38,537 | 791,161 |
(a) | Perquisites that are identified in the table above in accordance with SEC rules include: |
(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 62. |
(c) | Includes: |
• | Contributions we made to match charitable donations made by the Named Executive Officers to United Way; |
• | Dividend equivalents paid upon vesting of RSUs in 2016; and |
• | Premiums we paid for executive life and disability plans. We have provided additional detail about the executive life and disability plans in our Compensation Discussion and Analysis under – “Named Executive Officer Health and Welfare Benefits” on page 48. |
(8) | Mr. O’Rourke was our Executive Vice President – Operations and Chief Operating Officer until August 5, 2015 when he became our President and Chief Executive Officer. |
(9) | 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. |
(10) | Mr. McLellan was our Senior Vice President - Commercial until February 6, 2017, when he became our Senior Vice President - Brazil. |
(11) | Mr. Davis was our Senior Vice President - Phosphate Operations until June 1, 2016, when he became our Senior Advisor until his planned retirement in January 2017. |
(12) | 2016 is the first year as a Named Executive Officer for Ms. Ricard and Mr. Precourt. Ms. Ricard was our Senior Vice President - Human Resources until February 6, 2017, when she became our Senior Vice President - Commercial. Mr. Precourt was our Senior Vice President - Potash until June 1, 2016, when he became our Senior Vice President - Phosphates. |
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 ($) | Maxi-mum ($) | Thres-hold (#) | Target (#) | Maxi-mum (#) | |||||||||||||||||||||||
James (“Joc”) C. O’Rourke | — | — | 0 | (5) | $ | 1,320,000 | $ | 2,640,000 | — | — | — | — | — | — | — | |||||||||||||||
3/3/2016 | 3/3/2016 | — | — | — | — | — | — | — | 179,211 | $ | 28.49 | $ | 1,499,996 | |||||||||||||||||
3/3/2016 | 3/3/2016 | — | — | — | 0 | 43,017 | 86,034 | — | — | — | 1,500,003 | |||||||||||||||||||
3/3/2016 | 3/3/2016 | — | — | — | 0 | 52,650 | 52,650 | — | — | — | 1,499,999 | |||||||||||||||||||
Richard L. Mack | — | — | 0 | (5) | 499,200 | 998,400 | — | — | — | — | — | — | — | |||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | — | — | — | — | 51,772 | 28.49 | 433,332 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 12,427 | 24,854 | — | — | — | 433,329 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 15,210 | 15,210 | — | — | 433,333 | ||||||||||||||||||||
Richard N. McLellan | — | — | 0 | (5) | 403,200 | 806,400 | — | — | — | — | — | — | — | |||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | — | — | — | — | 43,807 | 28.49 | 366,665 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 10,515 | 21,030 | — | — | — | 366,658 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 12,870 | 12,870 | — | — | — | 366,666 | |||||||||||||||||||
Gary (“Bo”) N. Davis | — | — | 0 | (5) | 301,600 | 603,200 | — | — | — | — | — | — | — | |||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | — | — | — | — | 31,860 | 28.49 | 266,668 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 7,647 | 15,294 | — | — | — | 266,651 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 9,360 | 9,360 | — | — | — | 266,666 | |||||||||||||||||||
Corrine D. Ricard | — | — | 0 | (5) | 308,000 | 616,000 | — | — | — | — | — | — | — | |||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | — | — | — | — | 27,877 | 28.49 | 233,330 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 6,692 | 13,384 | — | — | — | 233,350 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 8,190 | 8,190 | — | — | — | 233,333 | |||||||||||||||||||
Walter F. Precourt III | — | — | 0 | (5) | 255,000 | 510,000 | — | — | — | — | — | — | — | |||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | — | — | — | — | 29,869 | 28.49 | 250,004 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 7,169 | 14,338 | — | — | — | 249,983 | |||||||||||||||||||
3/3/2016 | 3/2/2016 | — | — | — | 0 | 8,775 | 8,775 | — | — | — | 250,000 |
(1) | The date of grant for all of our 2016 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 and performance units to be paid out or earned upon vesting of TSR and ROIC performance units, respectively, granted in 2016. ROIC performance units are accounted for as share-based awards under ASC 718, but for executive officers are settled in cash. We have included additional information about these awards in the footnotes and narrative accompanying the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 55. |
(3) | Shows the number of shares subject to stock options granted in 2016. |
(4) | Reflects the grant date fair value for each Named Executive Officer’s grants of stock options, TSR performance units and ROIC performance units granted in 2016, determined in accordance with ASC 718. In accordance with SEC rules, the grant date fair value for TSR and ROIC performance units excludes the effect of estimated forfeitures. |
(5) | This row shows the threshold, target and maximum potential annual awards under our Management Incentive Program for 2016. We paid the actual awards for 2016 in March 2017. The amount of the actual 2016 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 2016 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 36 in our Compensation Discussion and Analysis. |
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 (“Joc”) C. O’Rourke | 12,019 | — | $ | 52.72 | 7/27/2019 | 12,735 | (3) | $ | 373,518 | 10,344 | (4) | $ | 303,390 | (4) | ||||||||
20,259 | — | 44.93 | 7/27/2020 | 22,432 | (5) | 657,931 | 11,602 | (6) | 340,287 | (6) | ||||||||||||
16,150 | — | 70.62 | 7/21/2021 | 13,220 | (7) | 387,743 | (7) | |||||||||||||||
27,681 | — | 57.62 | 7/19/2022 | 43,017 | (8) | 2,523,377 | (8) | |||||||||||||||
29,987 | — | 54.03 | 7/18/2023 | 52,650 | (9) | 1,544,225 | (9) | |||||||||||||||
22,470 | 11,236 | (10) | 49.73 | 3/7/2024 | ||||||||||||||||||
12,435 | 24,871 | (11) | 50.43 | 3/5/2025 | ||||||||||||||||||
— | 179,211 | (12) | 28.49 | 3/3/2026 | ||||||||||||||||||
Richard L. Mack | 19,368 | — | 40.03 | 8/2/2017 | 8,043 | (3) | 235,901 | 6,533 | (4) | 191,613 | (4) | |||||||||||
5,486 | — | 127.21 | 7/31/2018 | 14,633 | (13) | 429,186 | 7,541 | (6) | 208,056 | (6) | ||||||||||||
10,216 | — | 52.72 | 7/27/2019 | 8,593 | (7) | 252,033 | (7) | |||||||||||||||
15,194 | — | 44.93 | 7/27/2020 | 12,427 | (8) | 728,968 | (8) | |||||||||||||||
10,767 | — | 70.62 | 7/21/2021 | 15,210 | (9) | 446,109 | (9) | |||||||||||||||
17,483 | — | 57.62 | 7/19/2022 | |||||||||||||||||||
18,939 | — | 54.03 | 7/18/2023 | |||||||||||||||||||
14,192 | 7,096 | (10) | 49.73 | 3/7/2024 | ||||||||||||||||||
8,083 | 16,166 | (11) | 50.43 | 3/5/2025 | ||||||||||||||||||
— | 51,772 | (12) | 28.49 | 3/3/2026 |
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 ($) | ||||||||||||||
Richard N. McLellan | 12,574 | — | 40.03 | 8/2/2017 | 6,703 | (3) | 196,599 | 5,444 | (4) | 159,673 | (4) | |||||||||||
2,926 | — | 127.21 | 7/31/2018 | 6,381 | (6) | 187,155 | (6) | |||||||||||||||
6,611 | — | 57.72 | 7/27/2019 | 7,271 | (7) | 213,258 | (7) | |||||||||||||||
10,130 | — | 44.93 | 7/27/2020 | 10,515 | (8) | 616,810 | (8) | |||||||||||||||
6,460 | — | 70.62 | 7/21/2021 | 12,870 | (9) | 377,477 | (9) | |||||||||||||||
11,655 | — | 57.62 | 7/19/2022 | |||||||||||||||||||
15,783 | — | 54.03 | 7/18/2023 | |||||||||||||||||||
11,826 | 5,914 | (10) | 49.73 | 3/7/2024 | ||||||||||||||||||
6,839 | 13,680 | (11) | 50.43 | 3/5/2025 | ||||||||||||||||||
— | 43,807 | (12) | 28.49 | 3/3/2026 | ||||||||||||||||||
Gary ("Bo") N. Davis | 2,195 | — | 127.21 | 7/31/2018 | 4,692 | (3) | 137,616 | 3,811 | (4) | 111,777 | (4) | |||||||||||
4,507 | — | 52.72 | 7/27/2019 | 4,641 | (6) | 136,121 | (6) | |||||||||||||||
10,130 | — | 44.93 | 7/27/2020 | 5,288 | (7) | 155,097 | (7) | |||||||||||||||
6,460 | — | 70.62 | 7/21/2021 | 7,647 | (8) | 448,573 | (8) | |||||||||||||||
10,198 | — | 57.62 | 7/19/2022 | 9,360 | (9) | 274,529 | (9) | |||||||||||||||
11,048 | — | 54.03 | 7/18/2023 | |||||||||||||||||||
8,278 | 4,140 | (10) | 49.73 | 3/7/2024 | ||||||||||||||||||
4,974 | 9,949 | (11) | 50.43 | 3/5/2025 | ||||||||||||||||||
— | 31,860 | (12) | 28.49 | 3/3/2026 | ||||||||||||||||||
Corrine D. Ricard | 3,955 | — | 40.03 | 8/2/2017 | 4,022 | (3) | 117,965 | 3,266 | (4) | 90,109 | (4) | |||||||||||
2,195 | — | 127.21 | 7/27/2018 | 4,061 | (6) | 112,043 | (6) | |||||||||||||||
4,132 | — | 52.72 | 7/27/2019 | 4,627 | (7) | 127,659 | (7) | |||||||||||||||
3,566 | — | 44.93 | 7/27/2020 | 6,692 | (8) | 392,553 | (8) | |||||||||||||||
3,230 | — | 70.62 | 7/21/2021 | 8,190 | (9) | 240,213 | (9) | |||||||||||||||
7,284 | — | 57.62 | 7/19/2022 | |||||||||||||||||||
9,470 | — | 54.03 | 7/18/2023 | |||||||||||||||||||
7,096 | 3,548 | (10) | 49.73 | 3/7/2024 | ||||||||||||||||||
4,352 | 8,705 | (11) | 50.43 | 3/5/2025 | ||||||||||||||||||
— | 27,877 | (12) | 28.49 | 3/3/2026 | ||||||||||||||||||
Walter F. Precourt III | 3,419 | — | 49.66 | 10/6/2019 | 7,373 | (3) | 216,250 | 2,994 | (4) | 82,604 | (4) | |||||||||||
3,657 | — | 44.93 | 7/27/2020 | 3,481 | (6) | 96,041 | (6) | |||||||||||||||
1,884 | — | 70.62 | 7/21/2021 | 3,966 | (7) | 109,422 | (7) | |||||||||||||||
3,730 | 7,462 | (11) | 50.43 | 3/5/2025 | 7,169 | (8) | 420,534 | (8) | ||||||||||||||
— | 29,869 | (12) | 28.49 | 3/3/2026 | 8,775 | (9) | 257,371 | (9) |
(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 RSUs were calculated by multiplying the closing market price of a share of our Common Stock on December 30, 2016, the last trading day of 2016, of $29.33 per share by the number of unvested shares. |
(3) | These RSUs vested on March 7, 2017. |
(4) | These performance units vested on March 7, 2017. Amounts shown assume that the sum of our profits and losses for the three fiscal years preceding the vesting date was positive, which was the case. In accordance with SEC rules, the number of shares shown reflects performance at 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 30, 2016, the last trading day of 2016. |
(5) | These RSUs vest on August 5, 2018 provided that Mr. O’Rourke continues to serve as our President and Chief Executive Officer on that date. |
(6) | These performance units vest on March 5, 2018. 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 30, 2016, the last trading day of 2016. |
(7) | These ROIC performance units vest based on performance through December 31, 2017. In accordance with SEC rules, the number of performance units shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of performance units shown times the closing price of a share of our Common Stock on December 30, 2016, the last trading day of 2016. |
(8) | These ROIC performance units vest based on performance through December 31, 2018. In accordance with SEC rules, the number of performance units shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of performance units shown times the closing price of a share of our Common Stock on December 30, 2016, the last trading day of 2016. |
(9) | These performance units vest on March 3, 2019. 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 maximum 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 30, 2016, the last trading day of 2016. |
(10) | These stock options vested on March 7, 2017. |
(11) | Half of these stock options vested on March 5, 2017 and half vest on March 5, 2018. |
(12) | One-third of these stock options vested on March 3, 2017, and one-third vest on March 3 in each of 2018 and 2019. |
(13) | One-half of these RSUs vest on May 14 in each of 2017 and 2018. |
• | 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. Subject to the next bullet, upon termination of employment, option installments that are vested are generally exercisable for three months after termination; unvested installments generally are forfeited. The 2014 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. |
• | Stock options provide that: |
w | 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 |
w | 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. |
• | RSUs and TSR performance units provide grants of our Common Stock that vest after continued employment through the specified performance period, which is generally three years. ROIC performance units, which were first granted in 2015, provide share-based grants that are settled (in cash for executive officers and in shares for other recipients), after continued employment through the specified performance period, which is generally three years. Each type of award includes 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 with respect to vested units and only when we issue payment (in shares or cash, as applicable) after the awards vest. |
• | Beginning with awards made during 2014, RSUs and TSR performance units vest, and ROIC performance units (first granted in 2015) vest, fully upon a participant’s death, disability or retirement at or after age 60 with at least five years of service (or pursuant to early retirement with the consent of our Compensation Committee). |
• | The number of shares issued upon vesting of TSR performance units is described below: |
Performance Units Awarded (#) | x | Common Stock Market Price at End of Performance Period1 + Dividends Payable on Common Stock ÷ Common Stock Market Price at Grant Date | = | Number of Shares Issued2 |
(2) | No shares are issued if the market price of our Common Stock at vesting date is less than 50% of market price at grant date. |
• | Cash amount to be paid upon vesting of ROIC performance units is described below: |
Performance Units Awarded (#) | x | Common Stock Market Price at End of Performance Period1 | x | Applicable Payout Percentage2 | = | Number of Shares Issued3 |
(2) | Applicable Payout Percentage is based on cumulative Incentive ROIC over WACC over a three-year period based on the table below: |
Cumulative Incentive ROIC Over WACC | Cumulative Three-Year Spread | Payout Percentage |
WACC plus 9.0% | 900 basis points | 200% |
WACC plus 6.0% | 600 basis points | 150% |
WACC plus 4.5% | 450 basis points | 125% |
WACC plus 3.0% | 300 basis points | 100% |
WACC plus 1.5% | 150 basis points | 75% |
WACC | 0 basis points | 50% |
WACC minus 1.5% | -150 basis points | 25% |
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 ("Joc") C. O'Rourke | — | — | 75,097 | $2,201,738 |
Richard L. Mack | 47,319 | $1,181,104 | 54,745 | 1,572,281 |
Richard N. McLellan | — | — | 39,525 | 1,158,817 |
Gary ("Bo") N. Davis | — | — | 27,667 | 811,157 |
Corrine D. Ricard | — | — | 23,715 | 695,290 |
Walter F. Precourt | — | — | 24,372 | 714,451 |
(1) | We calculated these amounts by multiplying the number of shares exercised times the difference between (a) the closing price of our Common Stock on the date of the option exercise as reported on the NYSE composite tape and (b) the exercise price of the stock option. |
(2) | We calculated these amounts by multiplying the number of shares vested times the closing price of our Common Stock as reported on the NYSE composite tape on the vesting date. |
Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) |
Richard L. Mack (1) | Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan | 10 | $274,200 (2) |
Richard N. McLellan (1) | Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan | 6 | 253,400 (2) |
Richard N. McLellan (1) | The Cargill International Retirement Plan | 20 | 801,200 (2) |
Richard N. McLellan (3) | Individual Nonqualified Pension Agreement | — | 407,000 |
Gary (“Bo”) N. Davis (1) | Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan | 12 | 428,600 (2) |
Corrine D. Ricard (1) | Cargill, Incorporated and Associated Companies Salaried Employees' Pension Plan | 14 | 445,000 |
Corrine D. Ricard (1) | The Cargill International Retirement Plan | 5 | 166,700 (2) |
Corrine D. Ricard (3) | Individual Nonqualified Pension Agreement | — | — |
(1) | Annual benefits for Messrs. Mack, McLellan and Davis and Ms. Ricard 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 |
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% |
• | discount rates of 3.92%, 4.20% and 4.25% for the present value calculation as of December 31, 2016, 2015 and 2014, respectively, and post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2007 and no collar adjustments as of December 31, 2016 and December 31, 2015 and the RP-2000 mortality table with fixed 25-year projection using |
• | immediate retirement for Mr. Davis and Mr. McLellan and retirement age of 60 for Mr. Mack and Ms. Ricard 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 and Ms. Ricard under Cargill’s international retirement plan, which is the earliest age that they may retire with unreduced benefits under that plan; and |
• | expected terminations, disability and pre-retirement mortality: none assumed. |
(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 or she 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 $407,000 if termination of employment occurs at age 60 and increases annually to $760,000; for Ms. Ricard, the lump sum payment will begin at $36,000 if termination of employment occurs after age 55 and prior to attaining age 56 and increases annually to $129,000 if termination of employment occurs after age 65. |
Name | Executive Contributions in 2016 ($)(1) | Registrant Contributions in 2016 ($)(2) | Aggregate Earnings in 2016 ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance in 2016 ($)(5) |
James ("Joc") C. O'Rourke | $198,380 | $250,318 | $104,114 | $64,219 | $1,628,300 |
Richard L. Mack | 103,272 | 129,434 | 51,566 | 58,813 | 1,143,831 |
Richard N. McLellan | 122,850 | 112,197 | 409,514 | 180,628 | 2,824,360 |
Gary ("Bo") N. Davis | — | 81,546 | 30,786 | — | 566,722 |
Corrine D. Ricard | 85,980 | 86,815 | 59,221 | — | 813,692 |
Walter F. Precourt | 60,240 | 73,982 | 1,890 | — | 1,200,504 |
(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 2016 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 |
(3) | Shows the earnings on each Named Executive Officer’s account balance for 2016. 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 2016. |
(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 ("Joc") C. O'Rourke | $1,290,205 |
Richard L. Mack | 1,742,786 |
Richard N. McLellan | 1,223,603 |
Gary ("Bo") N. Davis | 140,466 |
Corrine D. Ricard | — |
Walter F. Precourt | — |
• | 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. |
• | 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 59; and |
• | vested benefits under defined contribution retirement arrangements as described in note (7)(b) to the Summary Compensation Table and in the Non-Qualified Deferred Compensation Table and accompanying narrative and notes. |
• | an amount equal to one and one-half times the executive officer’s annual base salary; |
• | an amount equal to one and one-half times 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). |
• | our CEO would be entitled to two and one-half 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 in the year of termination, we would pay the executive officer $12,000 (for executive officers other than our CEO) or $15,000 (for our CEO); |
• | if the executive officer has not had an executive physical in the year of termination, we would pay the executive officer $10,000; |
• | 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: |
• | “Cause” means: |
• | “Good reason” means: |
• | 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: |
• | A “change-in-control” occurs if one of the following events occurs: |
• | 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. |
• | disclosing confidential information; and |
• | for a period of 12 months following termination of employment: |
• | the termination of employment was effective as of December 31, 2016; |
• | 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 2016; |
• | 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 $25,000 amount of outplacement services is used; |
• | we did not pay the executive officer any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment; |
• | each Named Executive Officer maximized his contributions to the Mosaic Investment Plan; |
• | for cost reduction incentive awards, that performance reflects the level of controllable operating costs per tonne achieved for 2016; and |
• | the 30-day trading average of our Common Stock as of the date of termination of employment was equal to that for the period ended December 31, 2016. |
Name and Benefits | Termination Before Change-in-Control without Cause or for Good Reason ($) | Qualified Change-in-Control Termination ($) | |
James ("Joc") C. O'Rourke | |||
Cash Severance | $3,740,000 | $7,370,000 | |
Long-Term Incentives | 3,163,913 | (1) | |
Health, Dental, Life and Disability Reimbursement | 29,192 | 43,788 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 25,000 | ||
Nonqualified Deferred Compensation Plan | 144,150 | ||
Reduction to Avoid Excise Tax (2) | — | (2,046,487) | |
Total Estimated Incremental Value | 3,794,192 | 8,725,364 | |
Richard L. Mack | |||
Cash Severance | 1,622,400 | 2,745,600 | |
Long-Term Incentives | 1,471,017 | (1) | |
Health, Dental, Life and Disability Reimbursement | 24,528 | 36,792 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 22,000 | ||
Nonqualified Deferred Compensation Plan | 65,170 | ||
Reduction to Avoid Excise Tax (2) | — | ||
Total Estimated Incremental Value | 1,671,928 | 4,365,579 | |
Richard N. McLellan | |||
Cash Severance | 1,310,400 | 2,217,600 | |
Long-Term Incentives | 849,130 | (1) | |
Health, Dental, Life and Disability Reimbursement | 28,539 | 42,808 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 22,000 | ||
Nonqualified Deferred Compensation Plan | 57,730 | ||
Reduction to Avoid Excise Tax (2) | — | ||
Total Estimated Incremental Value | 1,363,939 | 3,214,268 | |
Gary ("Bo") N. Davis | |||
Cash Severance | 1,067,200 | 1,832,800 | |
Long-Term Incentives | 608,334 | (1) | |
Health, Dental, Life and Disability Reimbursement | 36,037 | 54,055 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 22,000 | ||
Nonqualified Deferred Compensation Plan | 55,910 | ||
Reduction to Avoid Excise Tax (2) | — | ||
Total Estimated Incremental Value | 1,128,237 | 2,598,099 | |
Corrine D. Ricard | |||
Cash Severance | 1,056,000 | 1,804,000 | |
Long-Term Incentives | 528,047 | (1) | |
Health, Dental, Life and Disability Reimbursement | 30,749 | 46,124 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 22,000 | ||
Nonqualified Deferred Compensation Plan | 48,450 | ||
Reduction to Avoid Excise Tax (2) | — | (10,502) | |
Total Estimated Incremental Value | 1,111,749 | 2,463,118 | |
Walter F. Precourt | |||
Cash Severance | 935,000 | 1,615,000 | |
Long-Term Incentives | 761,080 | (1) | |
Health, Dental, Life and Disability Reimbursement | 25,188 | 37,782 | |
Compensation for Unused Vacation | — | — | |
Outplacement Services | 25,000 | 25,000 | |
Financial Planning and Executive Physical | 22,000 | ||
Nonqualified Deferred Compensation Plan | 46,275 | ||
Reduction to Avoid Excise Tax (2) | (57,089) | ||
Total Estimated Incremental Value | 985,188 | 2,450,049 |
(1) | Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 30, 2016, the last trading day of 2016, at a price of $29.33, 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 RSUs and performance units. |
(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 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. |
• | 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. |
2016 | 2015 | |
Audit Fees | 4,139,000 | 4,765,000 |
Audit-Related Fees | 909,000 | 302,000 |
Tax Fees | 1,281,000 | 446,000 |
All Other Fees | 50,000 | — |
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned (1)(2) | Percent of Outstanding Common Stock |
Nancy E. Cooper | 11,662 | * |
Gary (“Bo”) N. Davis | 128,388 | * |
Gregory L. Ebel | 21,986 | * |
Timothy S. Gitzel | 18,543 | * |
Denise C. Johnson | 7,321 | * |
Emery N. Koenig | 23,155 | * |
Robert L. Lumpkins (3) | 39,110 | * |
Richard L. Mack | 280,765 | * |
Richard N. McLellan | 175,464 | * |
William T. Monahan | 36,867 | * |
James (“Joc”) C. O’Rourke (4) | 336,504 | * |
James L. Popowich (5) | 22,321 | * |
Walter F. Precourt, III | 52,032 | * |
Corrine D. Ricard | 93,892 | * |
David T. Seaton | 14,938 | * |
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned (1)(2) | Percent of Outstanding Common Stock |
Steven M. Seibert | 22,644 | * |
Kelvin R. Westbrook | — | * |
All directors and executive officers as a group (19 persons) | 1,342,996 | * |
* | 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 RSUs exercisable, vested or vesting within 60 days of March 7, 2017: |
Name | Stock Options | Restricted Stock Units |
Nancy E. Cooper | — | 6,546 |
Gary (“Bo”) N. Davis | 77,524 | — |
Gregory L. Ebel | — | 6,546 |
Timothy S. Gitzel | — | 6,546 |
Denise C. Johnson | — | 6,546 |
Emery N. Koenig | — | 6,546 |
Robert L. Lumpkins | — | 10,981 |
Richard L. Mack | 152,164 | — |
Richard N. McLellan | 112,160 | — |
William T. Monahan | — | 6,546 |
James (“Joc”) C. O’Rourke | 224,409 | — |
James L. Popowich | — | 6,546 |
Walter F. Precourt, III | 26,377 | — |
Corrine D. Ricard | 62,472 | — |
David T. Seaton | — | 6,546 |
Steven M. Seibert | — | 6,546 |
Kelvin R. Westbrook | — | — |
All directors and executive officers as a group (19 persons) | 687,780 | 69,895 |
(3) | Includes 22,481 shares of common stock held in various trusts for which Mr. Lumpkins’ wife is the trustee. |
(4) | Includes 3,000 shares of common stock held by Mr. O’Rourke’s wife. |
(5) | Includes 8,000 shares of common stock for which Mr. Popowich shares the voting and investment power with his wife. |
Name and Address of Record Holder | Number of Shares | Percent of Outstanding Common Stock |
The Vanguard Group, Inc. (1) | 35,325,352 | 10.07% |
100 Vanguard Blvd | ||
Malvern, PA 19355 | ||
BlackRock, Inc. (2) | 23,644,470 | 6.74% |
55 East 52nd Street | ||
New York, NY 10055 | ||
State Street Corporation (3) | 19,503,961 | 5.56% |
State Street Financial Center | ||
One Lincoln Street | ||
Boston, MA 02111 | ||
Franklin Resources, Inc. (4) | 19,009,880 | 5.42% |
Charles B. Johnson (4) | ||
Rupert H. Johnson Jr. (4) | ||
Franklin Advisers, Inc. (4) | ||
One Franklin Parkway | ||
San Mateo, CA 94403 |
(1) | Based solely on a Schedule 13G/A (Amendment No. 4) filed with the SEC on March 10, 2017, as of February 28, 2017: |
(a) | The Vanguard Group, Inc. is deemed to beneficially own 35,325,352 shares of our common stock, with sole voting power as to 545,446 shares, sole dispositive power as to 33,630,448 shares , shared voting power as to 53,909 shares and shared dispositive power as to 596,504 shares; |
(b) | Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 452,495 shares of our common stock for which it serves as investment manager of collective trust accounts; and |
(c) | Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 236,960 shares of our common stock for which it serves as investment manager of Australian investment offerings. |
(2) | Share ownership is as of December 31, 2016, as set forth in the Schedule 13G/A (Amendment No. 3) filed with the SEC on January 25, 2017. Based solely on that filing, BlackRock, Inc. is deemed to beneficially own 23,644,470 shares of our common stock, with sole voting power as to 19,870,264 shares and sole dispositive power as to all of such shares. |
(3) | Share ownership is as of December 31, 2016, as set forth in the Schedule 13G filed with the SEC on February 8, 2017. Based solely on that filing, State Street Corporation is deemed to beneficially own 19,503,961 shares of our common stock, with shared voting and dispositive power as to all of such shares. |
(4) | Share ownership is as of December 31, 2016, as set forth in the Schedule 13G filed with the SEC on February 7, 2017 by the persons listed above. Based solely on that filing: |
(a) | The 19,009,880 shares of our common stock reported in the filing are beneficially owned by investment companies or other accounts that are managed by subsidiaries of Franklin Resources, Inc. (“FRI”), under advisory agreements that delegate to such subsidiaries all voting and dispositive power over shares. |
(b) | Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI and, together with FRI may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. |
(c) | Franklin Advisers, Inc. has sole voting power as to 18,648,600 shares and sole dispositive power as to 18,708,600 shares, Franklin Advisory Services, LLC has sole voting and dispositive power as to 301,000 shares, and Fiduciary Trust Company International has sole voting and dispositive power as to 280 shares. Each of these entities is a subsidiary of FRI. |
• | you participate in the meeting and vote through www.virtualshareholdermeeting.com/MOS17; or |
• | you have properly submitted, and have not revoked, a proxy vote by mail, telephone or via the Internet. |
• | over the telephone by calling a toll-free number; |
• | electronically, using the Internet; |
• | by completing, signing and mailing the printed proxy card, if you received one; or |
• | via the Internet, during the 2017 Annual Meeting, by going to www.virtualshareholdermeeting.com/MOS17 and using your control number (included on the Notice of Internet Availability of Proxy Materials we mailed to you or on the proxy card, if you requested one be sent to you). |
• | Election of twelve directors: Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, James (“Joc”) C. O’Rourke, James L. Popowich, David T. Seaton, Steven M. Seibert and Kelvin R. Westbrook; |
• | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017; |
• | A non-binding Say-on-Pay advisory vote on compensation paid to our Named Executive Officers as disclosed in this Proxy Statement; and |
• | A non-binding Frequency of Say-on-Pay advisory vote on the frequency of future stockholder advisory votes on executive compensation. |
• | “FOR” the election of all of the director nominees; |
• | “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for year ending December 31, 2017; |
• | “FOR” the Say-on-Pay Proposal; and |
• | “FOR” the ONE YEAR option on the Frequency of Say-on-Pay Proposal. |
• | if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than 11:59 p.m. Eastern Time on May 17, 2017; |
• | if you completed and returned a proxy card, by submitting a new proxy card with a later date and returning it prior to the meeting; |
• | by submitting timely written notice of revocation to our Corporate Secretary at the address shown on page 24 of this Proxy Statement; or |
• | by voting virtually during the meeting at www.virtualshareholdermeeting.com/MOS17. |
| Consolidated operating earnings are adjusted to exclude any restructuring charges, non-cash write-offs of long-term assets, expenses related to merger and acquisition activities, short-term incentive bonuses, unrealized derivative gains and losses and significant, non-ordinary course legal settlements involving settlement fees or other judgment amounts, costs and expenses of more than $25 million. |
Incentive 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 |
| Controllable Operating Costs: | |||
w | production costs consisting of costs considered and capitalized in inventory plus all idle plant costs | |||
+ | ||||
w | local general and administrative expenses and support function costs, excluding (i) incentive program and other employee benefits expenses, (ii) any restructuring charges and (iii) expenses related to merger and acquisition activities; but including supply chain costs included in cost of goods sold and Incentive SG&A | |||
- | ||||
w | 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 derivative gains and losses, separation costs, fluctuations in foreign exchange rates, costs of complying with the consent decrees relating to the EPA RCRA Initiative described in Mosaic’s Annual Report on Form 10-K for 2015 and existing or future numeric nutrient criteria rules where such costs were unknown at the time the applicable performance targets were established for the short-term incentive program, and product improvement costs that are passed on to customers |
| Controllable Operating Costs: | |||||
w | production costs consisting of costs considered and capitalized in inventory plus all operating idle plant costs | |||||
+ | ||||||
w | 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 (“Local G&A Costs”) | |||||
+ | ||||||
w | 50% of SG&A expenses determined in accordance with GAAP less incentive program and other employee benefits expenses, any restructuring charges, expenses related to merger and acquisition activities and Local G&A Costs | |||||
- | ||||||
w | 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 |
3M Company | Entergy Corporation | Panasonic Corporation of North America |
Abbott Laboratories | Envoy Air, Inc. | Parker Hannifin Corporation |
AbbVie, Inc. | EOG Resources, Inc. | Peabody Energy Corporation |
ABM Industries, Inc. | Erie Insurance Group | Pfizer, Inc. |
ACE Limited | Exelon Corporation | Philip Morris International, Inc. |
Actavis, Inc. | Farmers Insurance Group | Phillips-Van Heusen Corporation |
AECOM Technology Corporation | FCA US, LLC | Praxair, Inc. |
Aflac, Inc. | Federal Reserve Bank of Atlanta | Principal Financial Group |
Air Liquide | Federal Reserve Bank of San Francisco | Progressive Corporation |
Air Products and Chemicals, Inc. | FedEx Corporation | Publix Super Markets, Inc. |
Alcoa, Inc. | Ferguson Enterprises, Inc. | PulteGroup, Inc. |
Alliance Data Systems | Fidelity National Information Services | QVC, Inc. |
Allianz Asset Management of America L.P. | Fifth Third Bancorp | Ralph Lauren Corp. |
Allianz Life Insurance Company of North America | Fluor Corporation | Realogy Holdings Corporation |
Ally Financial, Inc. | Foot Locker, Inc. | Regions Financial Corporation |
Altria Group, Inc. | Franklin Resources, Inc. | Republic Services, Inc. |
American Airlines, Inc. | Freeport-McMoRan, Inc. | Reynolds American, Inc. |
American Express Company | General Dynamics Corp. | Ricoh Americas Corporation |
American Financial Group, Inc. | General Electric Company | RockTenn |
Ameriprise Financial, Inc. | General Mills, Inc. | Rockwell Automation, Inc. |
AmerisourceBergen Corporation | General Motors Company | Royal Caribbean Cruises, Ltd. |
Anthem, Inc. | Genuine Parts Company | RR Donnelley & Sons |
ARAMARK Corporation | Genworth Financial, Inc. | Ryder System, Inc. |
Arrow Electronics, Inc. | GKN America Corporation | Samsung Electronics America |
AT&T, Inc. | Glencore Ltd | Schlumberger Limited |
Automatic Data Processing, Inc. | Hanesbrands, Inc. | Schneider Electric North America |
AutoZone, Inc. | HD Supply, Inc. | Sears Holdings Corporation |
Avis Budget Group, Inc. | Health Net, Inc. | Sharp Electronics Corporation |
Avon Products, Inc. | HGST | Siemens Corporation |
Ball Corporation | Hilton Worldwide Corporation | Smithfield Farmland Corp |
BASF Corporation | HollyFrontier Corporation | Sodexo USA |
Baxter International, Inc. | Honeywell International, Inc. | Sony Pictures Entertainment |
Berkshire Hathaway, Inc. | Hormel Foods Corporation | Southern California Edison |
Big Lots, Inc. | Hovnanian Enterprises, Inc. | Southern Company |
BMW of North America, LLC | Humana, Inc. | Southwest Airlines Co. |
BNSF Railway Company | Illinois Tool Works | Spectra Energy Corp. |
Bombardier Aerospace (USA) | Ingersoll-Rand, Plc. | Stanley Black & Decker, Inc. |
Branch Banking & Trust Company | Ingram Micro, Inc. | Staples, Inc. |
Bridgestone Americas, Inc. | International Paper Company | Sun Life Financial U.S. |
Buckeye Partners, L.P. | Interpublic Group of Companies | Sunoco Partners LLC |
Cablevision Systems Corporation | Invesco, Ltd. | SUPERVALU |
Calpine Corporation | Itochu International, Inc. North America | Sysco |
Calumet Specialty Products Partners, L.P. | Jabil Circuit, Inc. | Target Corporation |
Cameron International Corp. | Jacobs Engineering Group, Inc. | TE Connectivity |
Campbell Soup Company | JetBlue Airways | Textron, Inc. |
Capital One Financial Corp. | Johnson Controls, Inc. | The Allstate Corporation |
Cardinal Health, Inc. | KBR, Inc. | The Boeing Company |
CarMax, Inc. | KDDI America, Inc. | The Chubb Corporation |
Caterpillar, Inc. | Kellogg Company | The Coca-Cola Company |
CBRE Group, Inc. | Kelly Services, Inc. | The Estee Lauder Companies, Inc. |
Charter Communications | Kia Motors America, Inc. | The Hershey Company |
CHS, Inc. | Kimberly-Clark Corporation | The Mosaic Company |
CIGNA Corporation | Kohl's Corporation | The Nielsen Company |
Circle K Stores, Inc. | L Brands, Inc. | The Sherwin-Williams Company |
Citigroup, Inc. | Level 3 Communications, Inc. | The TJX Companies, Inc. |
CNA Financial Corporation | Lincoln National Corporation | The Travelers Companies, Inc. |
CNH America, LLC | Live Nation Entertainment, Inc. | The Walt Disney Company |
Comcast Corporation | Lockheed Martin | The Western Union Company |
Commercial Metals Company | Loews Corporation | The Williams Companies, Inc. |
Compass Group North America | LyondellBasell Industries | ThyssenKrupp AG (US) |
Computer Sciences Corporation | Macy's, Inc. | Time Warner, Inc. |
ConAgra Foods, Inc. | ManpowerGroup | Tractor Supply Company |
Con-way, Inc. | Manulife Financial Corporation (US) | Transamerica |
Corning, Inc. | Marriott International, Inc. | Trinseo |
CST Brands, Inc. | Marsh & McLennan Companies, Inc. | U.S. Bancorp |
Cummins, Inc. | McDonald's Corporation | UBS United States |
CVS Health Corporation | McLane Company | Unilever United States, Inc. |
Daimler Trucks North America, LLC | MeadWestvaco Corporation | United Natural Foods, Inc. |
Dana Holding Corporation | Medtronic, PLC | United Parcel Service, Inc. |
Darden Restaurants, Inc. | Mercedes-Benz USA, LLC | United States Steel Corporation |
Dean Foods Company | MetLife, Inc. | United Stationers, Inc. |
Deere & Company | MGM Resorts International | United Technologies Corporation |
Devon Energy Corporation | Mitsui & Co. (USA), Inc. | UnitedHealth Group |
Dick's Sporting Goods | Mohawk Industries, Inc. | Valero Energy Corporation |
Direct Energy | Monsanto Company | Verizon Communications, Inc. |
DIRECTV, Inc. | Mylan, Inc. | Viacom, Inc. |
Discover Financial Services | Navient | Visa, Inc. |
DISH Network Corp. | Nestle USA, Inc. | Visteon Corporation |
Dollar General Corporation | Newell Rubbermaid, Inc. | Volkswagen Group of America, Inc. |
Dollar Tree, Inc. | Nexans USA, Inc. | Volvo Group North America |
Dominion Resources, Inc. | NextEra Energy, Inc. | Voya Financial, Inc. |
Dover Corporation | Nike, Inc. | W.W. Grainger, Inc. |
DSM Desotech, Inc. | NiSource, Inc. | Wacker Neuson Corporation |
DTE Energy | Norfolk Southern Corporation | Wal-Mart Stores, Inc. |
Duke Energy Corporation | Novelis, Inc. | Waste Management, Inc. |
Eastman Chemical Company | Novo Nordisk, Inc. | WellCare Health Plans, Inc. |
Eaton Corporation (US) | O`Reilly Auto Parts, Inc. | Wells Fargo & Company |
eBay, Inc. | Owens-Illinois, Inc. | Whirlpool Corporation |
Ecolab, Inc. | PACCAR, Inc. | Whole Foods Market, Inc. |
EMCOR Group, Inc. | Pacific Gas and Electric Company | Xcel Energy, Inc. |
Energy Transfer Partners, LP | Packaging Corporation of America | Zurich North America |
24 Hour Fitness | Fast Retailing | Outpost Natural Foods Co-op |
3M | Federal Reserve Bank of Dallas | Owensboro Health |
7-Eleven | Federal Reserve Bank of Kansas City | Pandora Jewelry |
A.H. Belo -- Dallas Morning News | FedEx | Paper Source |
AASKI Technology, Inc. | FedEx Corporate Services | Parkland Health & Hospital System |
ABB | Ferrero USA | Payless ShoeSource |
Abercrombie & Fitch | Fidelity Investments | Peets Coffee & Tea |
ABF Freight | Finish Line | Peninsula Regional Medical Center |
AC Transit | Firmenich | Penn National Insurance |
Academy Sports & Outdoors | First Data | Penske Truck Leasing |
Ace Hardware | Fisher & Paykel Appliances | PepsiCo |
Actavis | Flexco | Performance Food Group |
ACUITY | Floor & Decor Outlets of America | Pernod Ricard SA -- Pernod Ricard USA |
Advance Auto Parts | Florida Municipal Power Agency | Peroxychem |
AdvantageCare Physicians | Flotek Industries | Perrigo |
Advocate Healthcare | FM Global (Industrial) | Perry Ellis International |
Aeropostale | FM Global (Insurance & Financials) | PETCO |
AES | FMC | Philip Morris International |
AGC Chemicals Americas | Follett Corporation | Phillips Plastics |
AGC Glass | Fonterra | Phoebe Putney Memorial Hospital |
Agfa | Foot Locker | Physicians Mutual Insurance |
Ahold USA | Fossil Group | Piedmont Healthcare |
Ainsworth Pet Nutrition | Franciscan Alliance | Piedmont Natural Gas |
Air Liquide America | Fremont Rideout Healthcare | Pier 1 Imports |
Air New Zealand | Friedkin | Pikeville Medical Center |
Air Products & Chemicals | Fuller (H.B.) | Plastic Omnium |
Akzo Nobel | Gabriel Brothers | PLS Financial Services |
Alameda Health | Gander Mountain | Pocono Medical Center |
Albemarle | Gap | Pontiac Foods |
Alex and Ani | GDF SUEZ Energy North America | Port Authority of New York and New Jersey |
Alex Lee -- Lowes Foods Stores | Geisinger Health System | Port of Oakland |
Alfa Mutual Insurance | Gelnex | Potash Corporation of Saskatchewan |
Allergan | GENCO | Powersouth |
Allnex | General Electric | PPG Industries |
Almatis | General Mills | Praxair |
Amazon.com | Genesis Health System | Premera Blue Cross |
Amcor Limited -- Rigid Plastics | Genuine Parts | Premier Health Partners |
American BOA | Georgia Regents Medical Center | Presbyterian Healthcare |
American Century Investments | Gerdau AmeriSteel | Presbyterian Healthcare Services |
American Crystal Sugar | Giant Food Distribution Ctr | Prime Therapeutics |
American Dehydrated Foods | Givaudan | Princeton Community Hospital |
American Enterprise Group | Glatfelter | Procter & Gamble |
American International Group | Glazers | Project Lead The Way |
American Sugar Refining | GlobeNet | Providence |
Americhem | Golden Artist Colors | Providence Health & Services |
AmeriHealth Caritas | Golden Eagle Distributors Inc | Providence Hood River Memorial Hospital |
Ameriprise Financial | Golden Gate Bridge Highway and Transportation District | Providence Sacred Heart Medical Center |
Amsted Industries | Goldwind | Providence Saint Peter Hospital |
Amway -- Alticor | Golfsmith International Holdings | Providence St. Johns Health Center |
Anaheim Public Utilities | Goodwill Industries of Southeastern Wisconsin | Publix |
Andersons, The (Industrial) | Gordmans Stores | PVH |
Andersons, The (Retail) | Gordon Food Service | QVC |
Anheuser-Busch InBev -- Anheuser-Busch | Gorton's | R.R. Donnelley |
ANN | Grady Health System | Raley's Distribution Ctr |
Anonymous | Grande Cheese | Ralph Lauren |
Apple | Great Lakes Dredge and Dock | Randstad Holding |
Aquarion Water | Great River Medical Center | Raytheon |
Aramark | Greenville Health System | Reading Hospital & Medical Center |
ArcelorMittal -- ArcelorMittal Tubular | Griffith Laboratories USA | Recreational Equipment |
ArcelorMittal -- Flat Carbon USA | Group Health Cooperative | Red Arrow Products |
Archer Daniels Midland | Groupe Dynamite | Redcats USA |
Argos | Gruma Corporation -- Mission Foods | Regeneron Pharmaceuticals, Inc. |
Arizona Chemical | Gulf Coast Regional Blood Center | Regional One Health |
Arkansas Blue Cross and Blue Shield | Gwinnett Health System | Regional Transportation District (Denver) |
Arkema | H&M Hennes & Mauritz | Reiter Affiliated |
Asante Health System | H. Lee Moffitt Cancer & Research Institute | Remy Cointreau USA |
Ascena Retail Group | Halifax Health | Rent-A-Center |
Ascend Performance Materials | Hamburg Sud | Resolution Life |
Ascension Health | Hanesbrands | Retirement Housing Foundation |
Ascensus | Harvard Pilgrim Health Care | Rich Products |
Ash Grove Cement | Harveys | Richemont North America |
Ashland | Health Net | Ridgeview Institute |
ASML | Health New England | Riverside Doctor's Hospital Williamsburg |
Associated Food Stores | HealthPartners | Riverside Medical Center |
Astellas | Hearthside Food Solutions | Riverside Regional Medical Center |
AutoZone | Heat Transfer Research | Riverside Shore Memorial Hospital |
Avon Products | Heineken USA | Riverside Tappahannock Hospital |
Axiall | Helsinn | Riverside Walter Reed Hospital |
Babcock & Wilcox | Helzberg Diamonds | Rockdale Medical Center |
Bacardi Limited -- Bacardi USA | Henkels & McCoy | Rolls Royce |
Baptist Health System | HermanMiller | Roper St. Francis Healthcare |
Barilla Pasta US | Hermes | Roquette America |
Barnes & Noble | Hershey Foods | Ross Stores |
BASF | hhgregg | Roundy Distribution Centers |
Bassett Furniture | High Point University | Rutland Regional Medical Center |
Bassett Medical Center | Hilti -- US | Ryder System |
Batesville Casket | Holcim -- Aggregate Industries | S & D Coffee |
Bauer Hockey | Holcim (US) | S&ME |
Baxter | Holcim Shared Services | SABIC Innovative Plastics US |
Bay Area Air Quality Management District | Holy Family Memorial Hospital | Sacramento Municipal Utilities District |
Bayer | Holy Redeemer Health System -- Holy Redeemer Hospital | Sacramento Regional Transit District |
BayHealth Medical Center | Home Depot | Saint Francis Hospital and Medical Center |
Baylor College of Medicine | Home Market Foods | Saint Francis Hospital, The Heart Center |
Baylor Health -- Baylor Medical Center -- Grapevine | Home Telecom | Saint Jude's Children's Research Hospital |
Baylor Scott & White Health | Horace Mann Services Corporation | Saint Luke's Cardiovascular Consultants |
BE Aerospace | Horizon Blue Cross Blue Shield of New Jersey | Saint Luke's Health System |
Beam Suntory | Hormel Foods | Saint Luke's Physician Specialist |
Bebe Stores | Hot Topic | Saint-Gobain |
Beebe Healthcare | Houghton International | Saks |
Bekaert | HP Hood | SamTrans |
Belden | HTH Worldwide | San Francisco Health Plan |
Belk | Hudson's Bay -- Lord & Taylor | San Francisco Municipal Transportation Agency (SFMTA) |
Bellevue Medical Center | Huhtamaki | Sanofi-Aventis |
Best Buy | Humana Care Plan | Santa Clara Valley Transportation Authority (VTA) |
Betafence Corporate Services | Hunterdon Medical Center | Santa Clara Valley Water District |
Bethesda Memorial Hospital | Huntsman | SAS Autosystemtechnik |
Bevmo | Huntsville Hospital | Sasol North America |
BIC | ICL Performance Products | Sazerac |
Big Heart Pet Brands | IKEA AB | Schneider Electric SA |
Big Lots | Illinois Tool Works | Schreiber Foods |
Billings Clinic | Iluka Resources | Schwan Food |
Bi-Lo Stores | Inalfa Roof Systems | Schweitzer Engineering Laboratories |
Bi-Mart Warehouse | Independence Blue Cross | Scion Dental |
BioBridge Global | Indiana University | Scripps -- Scripps Center for Integrative Medicine |
Biogen Idec | Indiana University Health | Scripps Health |
Biscuitville | Ineos | Sears Holdings |
BJC HealthCare | Inova Health System | Seattle Children's Hospital |
BJ's Wholesale Club | Intermountain Healthcare | Securian |
Bloodsource | International Flavors & Fragrances | Security Finance |
Blue Cross and Blue Shield | inVentiv Health | Sendik's Food Markets |
Blue Shield of California | INVISTA | Sennheiser Electronic Corporation |
Bluestar Silicones | Ironwood | Sentara Healthcare |
BMT Group | Iroquois Pipeline | Sharp HealthCare |
BNP Paribas | Italcementi | Sharyland Utilities |
Bon Secours Health System | J.B. Hunt Transport Services | Sheppard Pratt Health System |
Bon-Ton Stores | J.Crew | Sherwin Alumina |
Borden Dairy | J.R. Simplot | Shire Pharmaceuticals |
Bosal-Emission Control Systems | jcpenney | Shopko |
Boston Beer | Jefferson Health System | Sidel |
Boston Financial Data Services | Jennmar | Siegwerk USA |
Boston Heart Diagnostics | Jewish Community Center of San Francisco | Siemens |
Bourns | JMW Consultants | Sierra Nevada Brewing |
BP America | Jo-Ann Stores | Signode Corporation |
BPZ Energy | Joy Global | Sika |
Brambles | Just Born | SJHS |
Bramco | K&L Gates | Smurfit Kappa Packaging |
Braskem America | Kaiser Foundation Health Plan | Snyder's -- Lance |
Brazosport Regional Health System | Kaiser Permanente | Sodexo -- Sodexo |
Bronx Lebanon Hospital Center | Kansas City Life Insurance | Sojitz Corporation of America |
Brookhaven National Laboratory | KAO -- KAO Brands | Solvay America |
Brooks Health System | Kate Spade & Company | Sonic Automotive |
Brookshire Grocery | Kellogg | Sonoco Products |
Brown-Forman | Kenneth Cole | SOPEXA |
Burberry | Keurig Green Mountain | Southco |
Burlington Coat Factory | Kimberly-Clark | Southeastern Grocers |
Burlington Northern Santa Fe Railway | Kimpton Hotels and Restaurants | Southern Company -- Mississippi Power |
BWI North America | KIND | Southern Minnesota Municipal Power Agency |
C & J Clark America | King County Metro (Seattle) | Southwest Gas |
C&S Wholesale Grocers | Knauf Insulation GmbH | Southwest General Health Center |
Cabot | Knowledge Universe | Sparrow Health System -- Sparrow Hospital |
Caleres | Knowledge Works Foundation | Sports Authority |
Calgon Carbon | Kohl's | SSM |
California ISO | Koninklijke DSM N.V. | SSM Healthcare |
Calsonic Kansei Corporation | Kraft Foods | St. Charles Health System |
Campari America | Kuraray Americas | St. Luke's Cornwall Hospital |
Capital District Transportation Authority | L Brands | Stage Stores |
Capital Health | L.L. Bean | Stampin' Up! |
Capital Metropolitan Transportation Authority | La Rabida Children's Hospital | Staples |
Capital Southwest | Lafarge North America | Starbucks |
Cardone Industries | Lancaster General Hospital | State Farm Insurance |
CareCore National | Landauer | State of Pennsylvania Department of Housing Financing |
CareFirst Blue Cross Blue Shield | Lands' End | Stewart's Ice Cream Plant |
Cargill | Laureate Education | Stryker |
Carolina Tractor | LA-Z BOY | Sumitomo Chemical |
Carolinas HealthCare System | Learning Care Group | Summa Health System |
CaroMont Health -- Gaston Memorial | Legacy Community Health Services | Summit Medical Group |
Carson Tahoe Health | Legacy Health System | Sunovion Pharmaceuticals |
Carter's | Lego Systems | Superior Energy |
Catawba Memorial Hospital | Lehigh Hanson | Supernus Pharmaceuticals |
Caterpillar | Lely Holding | SUPERVALU |
Catholic Health | Lenzing Fibers | Surgical Specialty Center of Baton Rouge |
Catholic Health Initiatives | Leprino Foods | Susquehanna Health System |
Cedar Fair Entertainment Company | Leukemia & Lymphoma Society | Swedish Health Services |
Celanese Americas | Levi Strauss & Company | SwedishAmerican Health System |
Cenral Bancompany -- Central Bank of Moberly | LG&E and KU | Swiss Re |
Centene | LifeNet Health | Symbria |
CenterPoint Energy | Lifespan | T. Rowe Price |
Centra Health | Lincoln Electric Holdings | Takeda Pharmaceuticals |
Central Bancompany | Lipari Foods | Talbots |
Central Peninsula Hospital | LL Global | Tallahassee Memorial Healthcare |
CF Industries | Logistics One | Target (Healthcare) |
CGGVeritas | Loma Linda University Medical Center | Target (Retail) |
Charles Cole Memorial Hospital | L'Oreal USA | TD AmeriTrade Holding |
Charles Schwab | Lotus Bakeries | Tekni-Plex |
Charlotte Pipe & Foundry | Louis Dreyfus Commodities | Tennant |
Charlotte Russe | Louisiana Workers' Compensation | Tesa Tape |
CHC | Lowe's | Texas Children's Hospital |
Chef's Warehouse | Lubrizol | Texas Health Alliance |
Chesapeake Utilities | Lucite International | Texas Health Resources |
Cheyenne Regional Medical Center | Lundbeck | Texas Society of Certified Public Accountants |
CHI | Luxottica | The Capital Group Companies |
Chickasaw Enterprises | LVMH Moet Hennessy Louis Vuitton | The Honest Company |
Chico's | LyondellBasell North America -- Lyondell | The Jewish Federations of North America |
Chico's FAS | Macy's | The Medical University of South Carolina Hospital Authority |
Children's Healthcare of Atlanta | Madonna Rehabilitation Hospital | The Queen's Medical Center |
Children's Hospitals and Clinics of Minnesota | Magellan Health Services | The Retail Outsource Companies |
Children's Medical Center -- Dallas | Magna International | The Wine Group |
Children's National Health System | Magotteaux | THR |
Children's of Alabama | Main Street America Group | TIAA-Cref |
Children's Place | Maple Leaf Farms | Tidelands Health |
Christ Hospital | Market America | Tiffany & Co. |
Christopher & Banks Corporation | Marmon Group -- Union Tank Car | TJX |
CHS | Marsh Furniture | TOMS Shoes |
Cigna HealthSpring | Mary Greeley Medical Center | Toray Plastics (America) |
City of Fremont | Mary Kay | Tory Burch |
City of Hope National Medical Center | Maschhoffs | TOTAL S.A. -- Total Petrochemicals & Refining USA |
City of Philadelphia -- Philadelphia Gas Works | Massachusetts Mutual Life Insurance -- OppenheimerFunds | Tourism New Zealand |
City of San Jose | Materne | Toys R Us |
City of Sunnyvale | Mattel -- American Girl Place | Tractor Supply |
CKE Restaurants | Mayo Clinic | Trane |
Claas | McCain Foods USA | TransEnterix |
Claire's | McCormick & Company | Transocean |
Clarins USA | MeadWestvaco | Treasury Wine Estates |
Cleveland Clinic | Medica Health Plans | TriHealth |
Coach | MedStar -- Washington Hospital Center | TriMark |
Coca-Cola | Meijer | Trinchero Family Estates |
Colgate-Palmolive | Memorial Hermann | Trinity Health |
Collin County, TX | Memorial Hospital | Trinity Wall Street |
Colorado Permanente Medical Group | Memorial Sloan Kettering Cancer Center | Trinseo |
Columbia University | MemorialCare | Tronox |
Comcast Cable Communications | MemorialCare Health System | True Value Distribution Ctr |
Commonwealth Health | Memphis Light, Gas & Water | Tucson Medical Center |
Community Coffee | Methodist Healthcare | Tufts Associated Health Plans |
Community Hospital Corporation | Methodist Hospital | TUI Group |
Compass Group NAD | Metro Transit (Minneapolis) | Tyson Foods |
ConAgra Foods | Metropolitan Atlanta Rapid Transit Authority (MARTA) | UAB |
Constellation Brands -- Crown Imports | Metropolitan Transit Authority of Harris County (METRO - Hou | UC San Diego Health System |
Continental Automotive Systems | Metropolitan Transportation Authority | UCB Pharmaceuticals |
Continental Mills | Metropolitan Water District of Southern California | UHS |
Corrections Corporation of America | MFS Investment Management | Uintah Basin Medical Center |
Coty | Michaels Stores | Ulta |
COUNTRY Financial | Michelin North America | UMH |
Coverys | Microsoft -- Retail Stores | Umicore (N.V.) |
Cranston Print Works Company | Mission Hospitals | Unilever US |
Crayola | Mississippi State University | UNION OF CONCERNED SCIENTISTS |
Crouse Irving Memorial Hospital | Missouri Association of Osteopathic Physicians & Surgeons | Union Pacific |
Cumberland Farms | Mitsubishi International | United Arab Shipping |
CVS Health Corporation (Retail Stores) | Mitsubishi Polycrystalline Silicon America | United Regional Health Care System |
CVS/Caremark (Healthcare) | MJHS | United Space Alliance |
Cyberonics | Mohawk Industries | UnitedHealth Group |
Cytec Industries | Molson Coors Brewing | Unitil |
Dallas Fort Worth International Airport | Momentive Specialty Chemicals | Universal Health Services |
Danfoss | Mondelez International | University Health System |
Dart Containers Dartco of Texas | Monroe Energy | University Hospitals -- Cleveland |
Dartmouth-Hitchcock | Montana State Fund | University Hospitals -- St. John Medical Center |
David Yurman | Moog | University Medical Center of Southern Nevada |
David's Bridal | Mosaic | University of Alabama Birmingham Health System |
Dawn Food Products | Mount Sinai Health System | University of Colorado Health |
Day & Zimmermann | Mountain States Health Alliance | University of Kansas Hospital |
DCH Health System | Movado Group | University of Maryland Medical System |
Dean Foods | MSC Industrial Direct | University of Miami Health System |
Deckers Outdoor | MSHA | University of Michigan Health System |
Deere | MultiCare | University of Pennsylvania Health System |
Del Monte Foods | MVP Health Care | University of Pittsburgh Medical Center |
Delicato Family Vineyards | NAPA Distribution Ctr | University of Texas Health Science Center at Houston |
Delta Dental of Rhode Island | Nashville Electric Service | University of Texas MD Anderson Cancer Center |
Delta Dental Plan of Colorado | National Fuel Gas | University of Vermont Medical Center |
Delta Dental Plan of Michigan | National Tobacco | UPHS |
DENSO Manufacturing Michigan | Nature Works | UPMC |
Department of Veterans Affairs | Navicent Health | Urban Outfitters |
Destination Maternity | Navy Exchange | US Foodservice |
Diageo North America | NBTY | VA Medical Center |
Dick's Sporting Goods | Nebraska Medical Center | Valley Children's Hospital |
Dignity Health | Neighborhood Health Plan | Valley Health System -- Valley Hospital |
Direct Energy | Neiman Marcus | Vallourec |
Dole Fresh Vegetables | Nestle USA | Valmet |
Dollar General | New Belgium Brewing Company | Valspar |
Dollar Tree | New Hanover Regional Medical Center | Vanguard Group |
Dominion Resources | New Jersey School Boards Association Insurance Group | Vectren |
Doosan Power Systems | New Jersey Transit | Vera Bradley Designs |
Dormitory Authority of the State of New York | New York & Company | Versace |
Dow Chemical | New York Power Authority | Vince |
Dow Corning | New York Presbyterian Healthcare System | Virginia Commonwealth University Health System |
Dr Pepper Snapple | New York Presbyterian Hospital | Virtua Health |
DSC Logistics | New York University Langone Medical Center | Visa USA |
DSM Dyneema | New Zealand Trade & Enterprise | Vistage International |
DSM Food Specialties USA | Newark InOne | VWR Funding |
DSM Resins | NewMarket | Walgreens |
DSW | Nike | Walmart Stores |
Duke University Health System | Nippon Sharyo | Walt Disney -- Disney Consumer Products |
Dun & Bradstreet | Nitto Denko America -- Permacel Automotive | Wartsila North America |
Dyno Nobel | Nordstrom | Wawa |
E & J Gallo Winery | North American Breweries | Wayne Farms |
E. I. du Pont de Nemours | North Mississippi Health Services | WD-40 |
Eastman Chemical | North Shore-LIJ -- North Shore University Hospital | Wegmans Food Markets |
Eaton | Northeast Georgia Health System -- Medical Center | Wellmark Blue Cross Blue Shield |
EBERSPAECHER NA | Norton Community Hospital | Wellmont Health System |
Ecover | NOVA Chemicals | WellPoint -- Anthem |
Edrington Group USA | NOVASEP | Wells Enterprises |
Elementia USA | Noven Pharmaceuticals | Wellspan |
Elevance Renewable Sciences | Novo Nordisk | WellSpan Health |
Elliott | Nutreco Holding -- Trouw Nutrition USA | WellStar Health System |
EmblemHealth | NYP Healthcare System -- New York Hospital Queens | West Ed |
EMD Serono | NYS Environmental Facilities | Western Union Financial Services |
Emery Oleochemicals | Ob Hospitalist Group | Westlake Chemical |
Emory Healthcare | Occidental Petroleum -- Occidental Chemical | Whole Foods |
Endo Pharmaceuticals | Ochsner Health System | Wienerberger -- General Shale Brick |
Energy Future Holdings | OCI Enterprises | William Grant & Sons |
EnerSys | Odfjell USA | Williamson Medical Center |
ENI Group | Odyssey Networks | Williams-Sonoma |
Erachem Comilog | Office Depot | Willow Run Foods |
Erickson Retirement Communities | OGE Energy | Wilo |
Estee Lauder -- Aveda | OHL | Winn-Dixie |
Estee Lauder Companies | Olathe Health System | Winthrop University Hospital |
Euroclear | Old Dominion Electric Cooperative | Woman's Hospital |
Exact Holding N.V. | Olin -- Chlor Alkali | World Kitchen, LLC (Corning Pyrex) |
Express | Orchard Brands | Zeon Chemicals |
Express Scripts | Orgill | Zumiez |
Family Dollar | Orlando Health |
Actavis | Eastman Chemical | Owens & Minor |
Advance Auto Parts | Edison International | Parker Hannifin |
Agilent Technologies | Entergy | Parmalat |
Air Products and Chemicals | Erie Insurance | Pearson |
Ameren | Estée Lauder | PetSmart |
Apache | Eversource Energy | PPL |
Areva | Federal-Mogul | Praxair |
Ashland | Federal Reserve Bank of Atlanta | Principal Financial Group |
Assurant | Federal Reserve Bank of San Francisco | Providence Health & Services |
Astellas Pharma | Ferrovial | Public Service Enterprise Group |
Atos | Fifth Third Bancorp | PVH Corp. |
Aurora Healthcare | FMC Technologies | Quest Diagnostics |
Automatic Data Processing | Franklin Resources | QVC |
Avery Dennison | Gannett | Ralph Lauren |
Avis Budget Group | Genworth Financial | Reinsurance Group of America |
Avon Products | Godiva Chocolatier | Rockwell Automation |
Ball | Harley-Davidson | Ross Stores |
Barnes & Noble | HD Supply | Royal Caribbean Cruises |
BB&T | HealthFirst | R.R. Donnelley |
BD (Becton Dickinson) | Henry Schein | Ryder System |
Bill & Melinda Gates Foundation | Hershey | Sealed Air |
Biogen Inc. | Hertz | Sempra Energy |
Blue Cross Blue Shield of Florida | Hess | Sherwin-Williams |
Blue Shield of California | Hilton Worldwide | Shire |
BorgWarner | Horizon Blue Cross Blue Shield of New Jersey | SNC-Lavalin |
Boston Scientific | Hormel Foods | SpartanNash |
Cablevision Systems | Huntsman | Spirit AeroSystems |
Calpine | Independence Blue Cross | SSAB |
Canadian National Railway Company | Ingersoll Rand | Stanley Black & Decker |
CBS | Interpublic Group of Companies | State Street |
CDW | J.C. Penney Company | Stryker |
Celgene | KBR | SunTrust Banks |
CenterPoint Energy | Kerry Group | Synchrony Financial |
Charles Schwab | LBrands | Tennessee Valley Authority |
Charter Communications | Level 3 Communications | Terex |
Chevron Phillips Chemical | Lincoln Financial | Textron |
CMS Energy | L-3 Communications | Thomson Reuters |
Coca-Cola Enterprises | Marathon Oil | TransCanada |
Commercial Metals | Marriott International | Transocean |
Consolidated Edison | Marsh & McLennan | UGI |
Corning | Masco | Universal Health Services |
Crown Holdings | MasterCard | Unum |
CSC | Mattel | VF Corporation |
CST Brands | MGM Resorts International | Viacom |
CSX | MillerCoors | Visa |
CTBC Financial Holding | Millicom International Cellular | Visteon |
Darden Restaurants | Mylan | Voya Financial Services |
Dean Foods | Navistar International | Waste Management |
Dick's Sporting Goods | NCR | Wellcare Health Plans |
Discovery Communications | Newmont Mining | Weyerhaeuser |
Dollar Tree | NiSource | Williams Companies |
Dominion Resources | Nordstrom | W.W. Grainger |
Dover | Norfolk Southern | Xcel Energy |
Dow Corning | Omnicare | Yum! Brands |
Dr Pepper Snapple Group | Oshkosh | |
DTE Energy | Owens-Illinois |
3M | Equity Office Properties | Occidental Petroleum |
A.O. Smith | ESCO | Omnicare |
Aaron's | Essilor of America | Oshkosh |
AbbVie | Estée Lauder | Osram Sylvania |
Accenture | Esterline Technologies | Outerwall |
ACH Food | Exel | Owens Corning |
Acuity Brands | Experian Americas | Panasonic of North America |
Adecco | Express Scripts | PAREXEL |
Advanced Drainage Systems | Faurecia US Holdings | Parker Hannifin |
Agilent Technologies | Federal-Mogul | Parmalat |
Agrium | Ferrovial | Parsons Corporation |
Air Products and Chemicals | Fiserv | PayPal |
Alexander & Baldwin | FMC Technologies | PepsiCo |
Alexion Pharmaceuticals | FOCUS Brands | Performance Food Group |
Allegion | Ford | Pfizer |
Altria Group | Fortune Brands Home & Security | PHI |
American Crystal Sugar | Freeport-McMoRan | Philips Electronics |
American Sugar Refining | G&K Services | Pitney Bowes |
Americas Styrenics | GAF Materials | Plexus |
AmerisourceBergen | GE Aviation | Polaris Industries |
AMETEK C.R. | GE Healthcare | PolyOne |
Amgen | General Atomics | Potash |
AMSTED Industries | General Dynamics | Praxair |
Amway | General Electric | Pro-Build Holdings |
Andersons | General Mills | PulteGroup |
Ansell | General Motors | Quad/Graphics |
Arby's Restaurant Group | Gilead Sciences | Quest Diagnostics |
Arcadis | GlaxoSmithKline | Quintiles |
Arctic Cat | Goodman Manufacturing | R.R. Donnelley |
Armstrong World Industries | Google | Rackspace |
Arrow Electronics | Graco | Ralph Lauren |
Arup USA | Granite Construction | Rayonier |
Asbury Automotive Group | Greene, Tweed and Co. | Rayonier Advanced Materials |
Ashland | GTECH | Recreational Equipment |
AstraZeneca | H.B. Fuller | Regal-Beloit |
AT&T | Hallmark Cards | Regency Centers |
Atos | Halyard Health | Reiter Affiliated Companies |
Autoliv | Hanesbrands | Revlon |
Automatic Data Processing | Harman International Industries | Ricoh Americas |
Avery Dennison | Harris | Rio Tinto |
Avintiv | Harsco | Robert Bosch |
Avis Budget Group | Hasbro | Robertshaw Controls |
Avnet | HBO | Rockwell Automation |
Avon Products | HD Supply | Rockwell Collins |
Axiall Corporation | Heidrick & Struggles | Rolls-Royce North America |
BAE Systems | Henry Schein | Rowan Companies |
Ball | Herman Miller | Royal Caribbean Cruises |
Barrick Gold of North America | Hershey | Ryder System |
Baxter | Hertz | S.C. Johnson & Son |
Bayer Business & Technology Services | Hexcel | Samsung |
Bayer CropScience | Hitachi Data Systems | Sanofi |
Beam Suntory | HNI | SAS Institute |
Bechtel Nuclear, Security & Environmental | HNTB | Sasol USA |
Best Buy | Hoffmann-La Roche | Schlumberger |
Big Lots | Home Depot | Scholastic |
Biogen, Inc. | Hormel Foods | Schreiber Foods |
Blount International | Hospira | Schwan Food Company |
BMC Software | Host Hotels & Resorts | Scotts Miracle-Gro |
Bob Evans Farms | Houghton Mifflin Harcourt Publishing | Scripps Networks Interactive |
Booz Allen Hamilton | Hunt Consolidated | Sealed Air |
BorgWarner | Husky Injection Molding Systems | Select Comfort |
Boston Scientific | IBM | ServiceMaster Company |
Brady | ICF International | Sherwin-Williams |
Brembo | IDEX Corporation | Sigma-Aldrich |
Brickman Group | IDEXX Laboratories | Smiths Group |
Bristol-Myers Squibb | IMS Health | Snap-on |
Broadridge Financial Solutions | Ingersoll Rand | SNC-Lavalin |
Bunge | Intel | Sodexo |
Burlington Northern Santa Fe | Intelsat | Solenis |
Bush Brothers & Company | Intercontinental Hotels Group | Sonoco Products |
Bard | International Flavors & Fragrances | Sony |
Cablevision Systems | International Game Technology | Sony Electronics |
Cabot | International Paper | Southwest Airlines |
Calgon Carbon | ION Geophysical | Spirit AeroSystems |
Capsugel | Irvine | Spirit Airlines |
Cargill | ITT Corporation | Sprint |
Carmeuse North America Group | J.C. Penney Company | SPX |
Carnival | J.M. Smucker | SSAB |
Carpenter Technology | Jabil Circuit | St. Jude Medical |
Catalent Pharma Solutions | Jack in the Box | Stanley Black & Decker |
Caterpillar | Jacobs Engineering | Starbucks Coffee |
CDK Global | JetBlue Airways | Starwood Hotels & Resorts |
CDW | Johns Manville | Steelcase |
Celestica | Johnson & Johnson | Stryker |
CenturyLink | Johnson Controls | SunCoke Energy |
Cepheid | K. Hovnanian Companies | SunGard Data Systems |
CF Industries | Kate Spade & Company | SuperValu Stores |
CH2M HILL | KB Home | SWM International (Schweizer-Mauduit) |
Charter Communications | KBR | Syngenta |
Chemtura | Kellogg | Sysco Corporation |
Children's Place | Kelly Services | Target |
CHS | Kennametal | Taubman Centers |
Clearwater Paper Corporation | Keurig Green Mountain | TE Connectivity, Limited |
Cliffs Natural Resources | Keysight Technologies | TeleTech |
Cloud Peak Energy | Keystone Foods | Tempur Sealy |
CNH Industrial | Kimberly-Clark | Teradata |
Coca-Cola | Kinross Gold | Terex |
Coca-Cola Enterprises | Koch Industries | Textron |
Colgate-Palmolive | Kohler | Thermo Fisher Scientific |
Columbia Sportswear | Kroger | Thomson Reuters |
Comcast | L-3 Communications | Tiffany & Co. |
Commercial Metals | Lafarge North America | Time Warner |
CommScope | Land O'Lakes | Time Warner Cable |
Communications Systems | Leggett and Platt | Timken |
Compass | Lehigh Hanson | TimkenSteel |
ConAgra Foods | Leidos | T-Mobile USA |
Continental Automotive Systems | Lend Lease | Toro |
Convergys | Leprino Foods | Toshiba Medical Research Institute |
Cooper Standard Automotive | Level 3 Communications | Total System Service (TSYS) |
Corning | LexisNexis | Tribune Media |
Covance | Lexmark | Tribune Publishing |
Cox Enterprises | Lincoln Electric | Tronox |
Crown Castle | LinkedIn | TRW Automotive |
CSC | Lockheed Martin | Tupperware Brands |
CSX | Lonza | Tyson Foods |
Cubic | L'Oréal | UBM |
Curtiss-Wright | Lubrizol | Underwriters Laboratories |
Cytec Industries | Lutron Electronics | Unilever United States |
Danaher | LyondellBasell | Union Pacific Corporation |
Darden Restaurants | Magellan Midstream Partners | Unisys |
Day & Zimmermann | Marriott International | United Launch Alliance |
Dean Foods | Martin Marietta Materials | United Rentals |
Dell | Mary Kay | United States Steel |
Delta Air Lines | Masco | United Technologies |
Deluxe | Mattel | Univar |
Dematic Corporation | Matthews International | UPS |
DENSO International | McKesson | Valero Energy |
Dentsply | McLane Company | Vectrus |
DHL | MeadWestvaco | Ventura Foods |
DHL Express | Medicines Company | Verint Systems |
DHL GBS | Medtronic | Verizon |
DHL Global Forwarding | Merck & Co. | Verso |
DHL Mail | Meritor | Vertex Pharmaceuticals |
DHL Supply Chain | MGM Resorts International | Vesuvius |
Diageo North America | Micron Technology | VF Corporation |
DIRECTV Group | MillerCoors | Viacom |
Discovery Communications | Molson Coors Brewing | Visteon |
Donaldson | Mosaic | Vulcan Materials |
Dot Foods | MTS Systems | VWR International |
Dow Corning | Navigant Consulting | W.W. Grainger |
Dr. Pepper Snapple Group | Navistar International | Walt Disney |
DST Systems | NBTY | Walter Energy |
DuPont | NCR | Waste Management |
E.W. Scripps | Nestle USA | Wendy's Group |
Eastman Chemical | Newmont Mining | West Pharmaceutical Services |
Eastman Kodak | Nike | Westinghouse Electric |
eBay | Nissan North America | Weyerhaeuser |
Ecolab | Nokia | Whirlpool |
Edwards Lifesciences | Norfolk Southern | WhiteWave Foods |
Eli Lilly | Nortek | Wilsonart |
EMD Millipore | Northrop Grumman | Wyndham Worldwide |
Emerson Electric | Novartis | Xylem |
Encana Services Company, Limited | Nu Skin Enterprises | YP |
Endo | Nuance Communications | Yum! Brands |
Equifax | Oakley | Zimmer |
Agrium | Dow Corning | Mosaic |
Air Products and Chemicals | DuPont | PolyOne |
Americas Styrenics | Eastman Chemical | Potash |
Ashland | Ecolab | Praxair |
Avintiv | EMD Millipore | Rayonier Advanced Materials |
Axiall Corporation | H.B. Fuller | Sasol USA |
Cabot | International Flavors & Fragrances | Solenis |
CF Industries | Lubrizol | Tronox |
Chemtura | LyondellBasell | Univar |
Online check-in begins: 9:30 a.m., Central Time | Meeting begins: 10:00 a.m., Central Time |
Mosaic stockholders as of the close of business on March 21, 2017, the record date for the annual meeting, are entitled to participate in the annual meeting on May 18, 2017. |
The annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. |
You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MOS17. You also will be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting). |
We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:30 a.m., Central Time at which time you may vote your shares or submit questions in advance of the meeting if you have entered your 16-digit control number as described below. The webcast starts at 10:00 a.m., Central Time. |
To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. If you do not have your control number at the time of the meeting, you will still be able to attend virtually, but you will not be able to vote or ask questions. |
THE MOSAIC COMPANY | Meeting Information | |||||||||
Meeting Type: | Annual | |||||||||
For holders as of: | March 21, 2017 | |||||||||
Date: | May 18, 2017 | Time: | 10:00 AM Central Time | |||||||
Location: | Meeting live via the Internet-please visit | |||||||||
www.virtualshareholdermeeting.com/MOS17 | ||||||||||
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MOS17 and be sure to have the information that is printed in the box marked by the arrow | ||||||||||
à | XXXX XXXX XXXX XXXX | (located on the following page). | ||||||||
THE MOSAIC COMPANY C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219 | You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. | |||||||||
See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||||||
Proxy Materials Available to VIEW or RECEIVE: | ||||||||||||
NOTICE AND PROXY SATEMENT | 2016 ANNUAL REPORT TO STOCKHOLDERS | |||||||||||
How to View Online: | ||||||||||||
Have the information that is printed in the box marked by the arrow | à | XXXX XXXX XXXX XXXX | (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 à | XXXX XXXX XXXX XXXX | (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 May 4, 2017 to facilitate timely delivery. | ||||||||||||
- How To Vote - Please Choose One of the Following Voting Methods | ||||||||||||
Vote By Internet: | ||||||||||||
Before The Meeting: | ||||||||||||
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow | ||||||||||||
à | XXXX XXXX XXXX XXXX | (located on the following page) available and | ||||||||||
follow the instructions. | ||||||||||||
During The Meeting: | ||||||||||||
Go to www.virtualshareholdermeeting.com/MOS17. Have the information that is printed in the box | ||||||||||||
marked by he arrow à | XXXX XXXX XXXX XXXX | (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. |
Voting Items | |||
The Board of Directors recommends you vote FOR each of the nominees for director in proposal 1: | |||
1a. Nancy E. Cooper | The Board of Directors recommends you vote FOR the following proposals: | ||
1b. Gregory L. Ebel | |||
1c. Timothy S. Gitzel | 2. Ratification of the appointment of KPMG LLP as Mosaic’s independent registered public accounting firm to audit our financial statements as of and for the year ending December 31, 2017 and the effectiveness of internal control over financial reporting as of December 31, 2017, as recommended by our Audit Committee; | ||
1d. Denise C. Johnson | |||
1e. Emery N. Koenig | |||
1f. Robert L. Lumpkins | |||
1g. William T. Monahan | |||
1h. James (“Joc”) C. O’Rourke | 3. An advisory vote to approve the compensation of Mosaic’s executive officers disclosed in the accompanying Proxy Statement; and | ||
1i. James L. Popowich | |||
1j. David T. Seaton | |||
1k. Steven M. Seibert | The Board of Directors recommends you vote 1 YEAR on the following proposal: | ||
1l. Kelvin R. Westbrook | |||
4. An advisory vote on the frequency of future stockholder advisory votes on executive compensation. | |||
Note: In their discretion, the persons named as Proxies are authorized to vote on any other business that may properly come before the 2017 Annual Meeting of Stockholders or any adjournment or postponement thereof. | |||
VOTE BY INTERNET | |||||||||||||
Before The Meeting - Go to www.proxyvote.com | |||||||||||||
THE MOSAIC COMPANY C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219 | 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/MOS17 | |||||||||||||
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: | 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 each of the nominees for director in proposal 1: | |||||||||||||
1. | Election of Directors | ||||||||||||
Nominees: | For | Against | Abstain | For | Against | Abstain | |||||||
1a. Nancy E. Cooper | ¨ | ¨ | ¨ | 1k. Steven M. Seibert | ¨ | ¨ | ¨ | ||||||
1b. Gregory L. Ebel | ¨ | ¨ | ¨ | 1l. Kelvin W. Westbrook | ¨ | ¨ | ¨ | ||||||
1c. Timothy S. Gitzel | ¨ | ¨ | ¨ | ||||||||||
The Board of Directors recommends you vote FOR the following proposals: | |||||||||||||
1d. Denise C. Johnson | ¨ | ¨ | ¨ | ||||||||||
1e. Emery N. Koenig | ¨ | ¨ | ¨ | ||||||||||
2. Ratification of the appointment of KPMG LLP as Mosaic’s independent registered public accounting firm to audit our financial statements as of and for the year ending December 31, 2017 and the effectiveness of internal control over financial reporting as of December 31, 2017, as recommended by our Audit Committee. | |||||||||||||
1f. Robert L. Lumpkins | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ | |||||||
1g. William T. Monahan | ¨ | ¨ | ¨ | ||||||||||
1h. James (“Joc”) C. O’Rourke | ¨ | ¨ | ¨ | ||||||||||
1i. James L. Popowich | ¨ | ¨ | ¨ | ||||||||||
1j. David T. Seaton | ¨ | ¨ | ¨ | ||||||||||
3. An advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy. | ¨ | ¨ | ¨ | ||||||||||
The Board of Directors recommends you vote 1 YEAR on the following proposal: | 1 Year | 2 Years | 3 Years | Abstain | |||||||||
4. An advisory vote on the frequency of future stockholder advisory votes on executive compensation. | ¨ | ¨ | ¨ | ¨ | |||||||||
Note: In their discretion, the persons named as Proxies are authorized to vote on any other business that may properly come before the 2017 Annual Meeting of Stockholders or any adjournment or postponement thereof. | |||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | ¨ | ||||||||||||
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 (PLEASE SIGN WITHIN BOX) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2016 Annual Report to Stockholders are available at www.proxyvote.com. | ||||
THE MOSAIC COMPANY Annual Meeting of Stockholders May 18, 2017 10:00 AM Central Time This proxy is solicited by the Board of Directors | ||||
The undersigned hereby appoints James (“Joc”) C. O’Rourke, Richard L. Mack, and Mark J. Isaacson as proxies (the "Named Proxies"), each with the power to act alone and to appoint his substitute, and authorizes each of them to represent the undersigned at the 2017 Annual Meeting of Stockholders of The Mosaic Company to be held at www.virtualshareholdermeeting.com/MOS17 on May 18, 2017 at 10:00 a.m., Central 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 2 and 3, and for 1 year on proposal 4, and in the discretion of the Named Proxies on all other matters that may properly come before the meeting. The Mosaic Company anticipates that no other business will be conducted at the meeting. The Named 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 2017 Annual Meeting of Stockholders of The Mosaic Company to be held on May 18, 2017 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 15, 2017, 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 |