Edgar Filing: MOSAIC CO

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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o	Soliciting Material Pursuant to §240.14a-12

The Mosaic Company

(Name of Registrant as Specified In Its Charter)

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

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				Headquarter Offices: Atria Corporate Center, Suite E490 3033 Campus Drive Plymouth, MN 55441 Telephone (763) 577-2700
				March 28, 2018

Dear Stockholder:

You are cordially invited to attend The Mosaic Company’s 2018 Annual Meeting of Stockholders on May 10, 2018, at 10:00 a.m. Central Time. A Notice of the Annual Meeting and a Proxy Statement covering the formal business of the meeting appear on the following pages.

This year’s 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/MOS2018. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan or Union Savings Plan, which must be voted prior to the meeting).

Hosting a virtual meeting provides ease of access, real-time communication and cost savings for our stockholders and the company and facilitates stockholder attendance and participation from any location around the world.

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

Your cooperation and prompt attention to this matter are appreciated. Thank you for your ongoing support of, and continued interest in, The Mosaic Company.

Sincerely,





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

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

Notice of 2018 Annual Meeting of Stockholders

To Our Stockholders:

The 2018 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 10, 2018, at 10:00 a.m. Central Time (the “2018 Annual Meeting”). You will be able to attend the 2018 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available at www.virtualshareholdermeeting.com/MOS2018. The following matters will be considered and acted upon at the 2018 Annual Meeting:



1.	Election of thirteen directors for terms expiring in 2019, 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, 2018 and the effectiveness of internal control over financial reporting as of December 31, 2018, 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; and
4.	Any other business that may properly come before the 2018 Annual Meeting of Stockholders or any adjournment or postponement thereof.

In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 14, 2018 are entitled to notice of and vote at the 2018 Annual Meeting of Stockholders.

By Order of the Board of Directors

Mark J. Isaacson

Senior Vice President, General Counsel and Corporate Secretary

March 28, 2018

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 10, 2018:

Our Proxy Statement and 2017 Annual Report are available at www.mosaicco.com/proxymaterials.

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SUMMARY INFORMATION

This summary highlights information in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our 2017 Annual Report carefully before voting.

The Mosaic Company Annual Meeting of Stockholders



Ÿ	Date:	May 10, 2018
Ÿ	Time:	10:00 a.m. Central Time
Ÿ	Virtual Meeting:	www.virtualshareholdermeeting.com/MOS2018
Ÿ	Record Date:	March 14, 2018

General Information



Corporate website:		www.mosaicco.com
Investor website:		www.mosaicco.com/investors
2017 Annual Report:		www.mosaicco.com/proxymaterials

Voting Matters



	Board Recommendation	Page
Election of Thirteen Directors	FOR each director nominee	10
Ratification of KPMG LLP as our independent registered public accounting firm	FOR	74
Say-on-Pay Advisory Proposal	FOR	74

Our Business

We are the world’s leading producer and marketer of concentrated phosphate and potash crop nutrients. We are the largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North America. Following our January 8, 2018 acquisition (the “Acquisition”) of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we also refer to as Mosaic Fertilizantes), we are the leading fertilizer production and distribution company in Brazil. We are one of the four largest potash producers in the world. Through our broad product offering, we are a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. We serve customers in approximately 40 countries. We mine phosphate rock in Florida, through a joint venture in Peru and, following the Acquisition, in Brazil. We process rock into finished phosphate products at facilities in Florida, Louisiana and, following the Acquisition, Brazil. We mine potash in Saskatchewan and New Mexico and, following the Acquisition, Brazil. We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as a strategic equity investment in a joint venture formed to develop and operate a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia. Our distribution operations serve the top four nutrient-consuming countries in the world: China, India, the United States and Brazil.

The Mosaic Company is a Delaware corporation that was incorporated in March 2004 and serves as the parent company of the business that was formed through the October 2004 combination of IMC Global Inc. (“IMC”) and the fertilizer businesses of Cargill, Incorporated (“Cargill”).

Business Highlights

Mosaic’s 2017 financial results reflected a challenging pricing environment for our industry. During this period, we focused on cost and capital controls, as well as opportunities for growth, to position Mosaic to outperform in the years ahead. For 2017:


•	Net loss attributable to Mosaic for the year ended December 31, 2017 was $(107.2) million, or $(0.31) per diluted share, compared to 2016 net earnings of $297.8 million, or $0.85 per diluted share. 2017 results include a discrete income tax expense of $451 million, or $(1.30) per diluted share, primarily related to enactment of the U.S. Tax Cuts and Jobs Act.


•	Operating earnings were $465.7 million, up from $319.0 million in 2016, driven by higher gross margins in both Potash and Phosphates.


•	We maintained cash and cash equivalents of $2.2 billion, excluding restricted cash. In January 2018, we used $1.08 billion in cash to close the Acquisition and pre-paid $200 million of our outstanding term loan facility.

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We took the following steps toward achieving our strategic priorities:


•	Grow our production of essential crop nutrients and operate with increasing efficiency

◦

On December 19, 2016, we entered into an agreement to acquire Vale's global phosphate and potash operations conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.). Following the completion of the Acquisition on January 8, 2018, we are the leading fertilizer production and distribution company in Brazil, as the Acquisition increased our finished phosphates capacity by over four million tonnes and our finished potash capacity by approximately 500,000 tonnes.

◦

During 2017, we made equity contributions of $62.5 million to Ma’aden Wa’ad Al Shamal Phosphate Company (“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 own a 25% interest in MWSPC and have already started to market approximately 25% of MWSPC’s production.


◦	We continued the expansion of capacity in our Potash segment with the K3 shafts at our Esterhazy mine and began to mine a limited amount of potash ore from these shafts in 2017. Following ramp-up, we expect this expansion to mitigate future brine inflow management costs and risk.


•	Expand our reach and impact by continuously strengthening our distribution network


◦	We had record sales volumes of 7.4 million tonnes in our International Distribution segment in 2017.


•	Focus on optimizing our asset portfolio and achieving our long-term balance sheet targets

◦

In November 2017, we completed a $1.25 billion public debt offering, consisting of $550 million aggregate principal amount of 3.250% senior notes due 2022 and $700 million aggregate principal amount of 4.050% senior notes due 2027. Proceeds from this offering were primarily used to fund the $1.08 billion cash portion of the purchase price of the Acquisition paid at closing. The remainder was used to pay transaction costs and expenses and to fund a portion of the $200 million that we pre-paid against our outstanding term loan in January 2018.


◦	We continued to execute against our cost saving initiatives in ways that are positively impacting financial results.


•	We are on track to achieve our goal of reaching $500 million in cost savings by the end of 2018. We are approximately 85% of the way toward meeting this goal.


•	In 2016, we also targeted an additional $75 million in savings in our support functions, and realized that goal in 2017.


•	We are managing our capital through the reduction, deferral or elimination of certain capital spending while continuing to prioritize the safety of our employees and the environment. Capital expenditures in 2017 were the lowest in over five years.

•

In October 2017, we announced the temporary idling of our Plant City, Florida phosphate manufacturing facility for at least one year and restructuring of our Phosphates operations. We have recorded pre-tax charges of $20 million in 2017 related to the temporary idling of this facility and the restructuring. We expect that these actions will reduce market disruption from new capacity additions, including MWSPC. We also expect to see higher phosphate margins and lower capital requirements for Mosaic by reducing production at one of our higher cost facilities.


◦	On October 31, 2017, our Board approved a reduction in our target annual dividend from $0.60 per share to $0.10 per share, effective with the dividend paid in December 2017.

We have included additional information on these matters in our accompanying 2017 Annual Report.

Compensation Highlights


•	Say-on-Pay:


•	2017 “Say-on-Pay” advisory proposal approved by approximately 96% of votes cast.


•	2017 Executive Compensation:


•	Consistent with our philosophy of paying for performance:


◦	Our short-term incentive plan paid out at 103.33% of target for our executive officers, reflecting:


▪	below-target performance under our operating earnings/return on invested capital (“ROIC”) measure, reflecting the continued challenging pricing environment in which we operated during 2017;


▪	performance exceeding the target level for our free cash flow objective, which was designed to promote effective management of cash flows during periods of lower pricing;

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▪	performance exceeding the target level for our critical cost management objective, which was designed to drive improvements in our position as a low cost producer and support our competitive position in all pricing environments;


▪	target-level performance against the objective for our premium product sales measure, which was designed to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America; and


▪	performance at the maximum level against goals for our management system effectiveness (“MSE”) measure, the elements of which promote behaviors aimed at safety, sustainability and other environmental, health, safety and sustainable development (“EHSS”) objectives.


◦	As of December 31, 2017, options granted during 2015, 2016 and 2017 were all underwater due to the decline in our stock price.


◦	ROIC performance units granted in 2015 did not pay out in 2018 and were forfeited because our cumulative return on invested capital did not meet the threshold for vesting and payment.


◦	Total shareholder return (“TSR”) performance units that vested during 2017 paid out at values significantly below their grant date value (-64%), reflecting the decline in our stock price.


•	We modified our short-term incentive plan for 2017:


◦	We adjusted the composition and weighting of our incentive measures to reflect the continued challenging industry environment, both to ensure the effectiveness of our incentive program and to allow for two new measures that we believe will promote behaviors that will benefit company performance.


◦	By adding a free cash flow measure, we emphasize the importance to Mosaic of generating strong cash flows during a challenging industry environment. The premium product sales measure was added to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America.

◦

We eliminated our recordable injury frequency rate measure, a lagging indicator of safety performance, and increased the weighting of our MSE measure, a leading indicator, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives. We believe this better focuses our organization on behaviors aimed at preventing safety incidents and progressing with respect to other EHSS initiatives, including sustainability.


◦	Beginning with 2017, TSR performance unit awards provide for a 10% performance hurdle and, for executive officers, a one-year post-vesting holding period.

•Compensation Governance: highlights of our 2017 compensation practices are presented below.



What We Do
ü	100% performance-based long-term incentive grants: stock price appreciation and TSR
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 or in other unique circumstances where such agreements are deemed appropriate
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

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Corporate Governance Highlights


•	Declassified Board of Directors. At each annual meeting of stockholders of Mosaic, each director is 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 shares of common stock, par value $0.01 per share (“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 Luciano Siani Pires, Chief Financial Officer of Vale, are independent. 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 U.S. Securities and Exchange Commission (“SEC”) 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, except with respect to Mr. Siani Pires as described in footnote (3) to the Non-Employee Director Stock Ownership Guidelines table on page 19.


•	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 our Corporate Governance Guidelines and each standing committee’s charter.

Risk Oversight


•	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.

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Director Nominees

The table below shows summary information about each nominee for election as a director. Each director nominee is elected by a majority of the votes cast and, if elected, will serve for a term that expires in 2019. Each incumbent director who is nominated for re-election at the 2018 Annual Meeting was present for at least 80% of the aggregate number of meetings of the Board and committees of the Board of which such director was a member that occurred during 2017.



Name	Age	Director Since	Occupation	Experience/ Qualifications		Committee Memberships				Other Company Boards
Name	Age	Director Since	Occupation	Experience/ Qualifications	Independent	AC	Comp	Gov	EHSS	Other Company Boards
Nominees for Election as Directors
Oscar Bernardes	71	Nominee	Managing Partner, Yguaporã Consultoria e Empreendimentos Ltda	• Brazil Markets • International Business • Operations • Risk Management	X					Praxair, Inc. DASA, Laboratórios da América S.A. Localiza Rent a Car S.A. Marcopolo S.A. Votorantim Participações S.A.
Nancy E. Cooper	64	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.
Timothy S. Gitzel	55	2013	President and CEO, Cameco Corporation	• Executive Leadership • Business, Government and Regulatory Affairs in Canada • Mining • Risk Management	X	¤	¤			Cameco Corporation
Denise C. Johnson	51	2014	Group President, Resources Industries Group, Caterpillar, Incorporated	• Global Operational Leadership • Operational Excellence • Strategic Business Planning	X		¤		¤
Emery N. Koenig	62	2010	Retired, former Vice Chairman and Chief Risk Officer, Cargill	• Executive Leadership • Financial Expertise and Leadership • Risk Management • Agricultural Business	X			¤	¤
Robert L. Lumpkins	74	2004	Retired, former Vice Chairman and CFO, Cargill	• Executive Leadership • Financial Expertise and Leadership • Agricultural/ Fertilizer Business • Formation of Mosaic	X	¤		¤
William T. Monahan	70	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	57	2015	President and CEO, Mosaic	• Management Interface with Board • Global Operational Leadership • Mining Experience • Agriculture/Fertilizer Business						The Toro Company

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Name	Age	Director Since	Occupation	Experience/ Qualifications		Committee Memberships				Other Company Boards
Name	Age	Director Since	Occupation	Experience/ Qualifications	Independent	AC	Comp	Gov	EHSS	Other Company Boards
David T. Seaton	56	2009	Chairman and CEO, Fluor Corporation	• Project Management • Executive Leadership • Global Operations • Energy and Chemical Markets	X		¤		¤	Fluor Corporation
Steven M. Seibert	62	2004	Attorney, The Seibert Law Firm	• Government and Public Policy • Statewide and Local Issues in Florida • Environment and Land Use	X			¤	£
Luciano Siani Pires	48	2018	Chief Financial Officer, Vale	• Financial Expertise and Leadership • Strategic Business Planning and Business Development • Brazilian Markets					¤
Kelvin R. Westbrook	62	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

Auditors

As a matter of good corporate governance, we are requesting our stockholders to ratify our selection of KPMG LLP as our independent registered public accounting firm. The table below shows information about KPMG LLP’s fees for services in 2017 and 2016:



	2017	2016
Audit Fees	5,115,000	4,139,000
Audit-Related Fees	702,000	909,000
Tax Fees	1,096,000	1,281,000
All Other Fees	—	50,000

Frequently Asked Questions

We provide answers to many frequently asked questions about the 2018 Annual Meeting and voting, including how to vote shares held in employee benefit plans, in the Questions and Answers section beginning on page 78.

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	Page			Page

SUMMARY INFORMATION	3		AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	72
The Mosaic Company Annual Meeting of Stockholders	3

General Information	3		Report of the Audit Committee	72

Voting Matters	3		Fees Paid to Independent Registered Public Accounting Firm	73

Our Business	3		Pre-Approval of Independent Registered Public Accounting Firm Services	73

Business Highlights	3

Compensation Highlights	4		PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	74

Corporate Governance Highlights	6

Risk Oversight	6
			PROPOSAL NO. 3 – ADVISORY “SAY-ON-PAY” VOTE ON EXECUTIVE COMPENSATION	74
Director Nominees	7

Auditors	8
			BENEFICIAL OWNERSHIP OF SECURITIES	75
Frequently Asked Questions	8
			Ownership of Securities by Directors and Executive Officers	75

PROXY STATEMENT	10		Ownership of Securities by Others	76


PROPOSAL NO. 1 – ELECTION OF DIRECTORS	10		SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	76

Nomination and Selection of Directors	10

Director Qualifications	11		STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS	77

2018 Director Nominees	12

Director Departing the Board at 2018 Annual Meeting	18
			2017 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K	77

DIRECTOR STOCK OWNERSHIP GUIDELINES	19

CORPORATE GOVERNANCE	19		OTHER MATTERS	77

Board Independence	19
			QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	78
Board Oversight of Risk	20

Committees of the Board of Directors	21		Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	78

Other Policies and Practices Relating to the Board of Directors	24

			Who is entitled to vote at the meeting?	78
Code of Business Conduct and Ethics	28
			What are my voting rights?	78

DIRECTOR COMPENSATION	28		How many shares must be present to hold the meeting?	78

Non-Employee Directors	28		How do I vote my shares?	78

Employee Directors	29		What is the difference between a stockholder of record and a “street name” holder?	78

2017 Non-Employee Director Compensation Table	29
			How do I vote if my shares are held in the Mosaic Investment Plan (the “Mosaic 401(k) Plan”) or the Mosaic Union Savings Plan?	79

EXECUTIVE COMPENSATION	31

Table of Contents	31	What does it mean if I receive more than one Internet Notice or proxy card?	79

Compensation Discussion and Analysis	31
		Can I vote my shares in person at the meeting?	79
Compensation Committee Report	52
		What vote is required for the election of directors and the other proposals to be approved?	79
Compensation Risk Analysis	52

Executive Compensation Tables	53	How are votes counted?	80

		How does the Board of Directors recommend that I vote?	80
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	70
		What if I do not specify how I want my shares voted?	80

Mosaic Fertilizantes	70	Can I change my vote after submitting my proxy?	80

Mack Management Services Agreement	71	How can I attend the meeting?	81

		Who pays for the cost of proxy preparation and solicitation?	81
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	71

		APPENDIX A: PERFORMANCE METRICS	A- 1

		APPENDIX B: LIST OF COMPANIES INCLUDED IN THIRD-PARTY GENERAL INDUSTRY AND CHEMICAL AND MINING INDUSTRIES SURVEY DATA	B- 1

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PROXY STATEMENT

The Board of Directors of The Mosaic Company (“Mosaic,” the “Company,” “we,” us” or “our”) is soliciting proxies for use at the 2018 Annual Meeting to be held on May 10, 2018, and at any adjournment or postponement of the meeting. The proxy materials are first being mailed or made available to stockholders on or about March 28, 2018.

We have filed an annual report on Form 10-K with the SEC for the year ended December 31, 2017 (the “2017 10-K Report”).

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation and Bylaws provide that each member of our Board is elected annually by a majority of votes cast if the election is uncontested. Our Board has nominated 13 directors for election at the 2018 Annual Meeting. No other nominees for director have been received by the Board as of the date of mailing this Proxy Statement. The director nominees, if elected, will serve until the 2019 Annual Meeting of Stockholders (“2019 Annual Meeting”) or until their successors are elected and qualified.

Our Board currently consists of 13 members. Our Board has nominated Oscar Bernardes, 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, David T. Seaton, Steven M. Seibert, Luciano Siani Pires and Kelvin R. Westbrook, to stand for election at the 2018 Annual Meeting for one-year terms expiring in 2019. Each such individual, other than Mr. Bernardes, is currently serving as a director.

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

The Board of Directors recommends that you vote FOR the election of each of the nominees. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

Nomination and Selection of Directors

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


•	Periodic solicitation of input from Board members.


•	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.

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

Our Bylaws provide that a stockholder entitled to vote at an annual meeting who wishes to nominate a candidate for election to the Board is required to give written notice to our Corporate Secretary of his or her intention to make such a nomination. In accordance with the advance notice procedures in our Bylaws, a notice of nomination is required to be received within the prescribed time and must contain certain information about both the nominee and the stockholder making the nomination as described in our Policy Regarding Identification and Evaluation of Potential Director Nominees. The full text of this policy is available on our website www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption. The Corporate Governance and Nominating Committee may require that the proposed nominee furnish other information to determine that person’s eligibility to serve as a director. Additionally, the notice of nomination must include a statement as to whether each such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election, an irrevocable resignation letter to be effective upon acceptance by the Board, in accordance with our Corporate Governance Guidelines. The remainder of the requirements of the advance notice procedures are described in this Proxy Statement under the caption “Stockholder Proposals and Nominations for the 2019 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.

In addition to the foregoing, the Company has agreed to include up to two individuals designated by Vale (collectively, with its wholly owned subsidiary, Vale Fertilizer Netherlands B.V., the “Vale Investor”) in the slate of nominees recommended by our Board and to use its reasonable best efforts to cause such designated individuals to be elected at each meeting of our stockholders at which directors are to be elected. This agreement is embodied in an Investor Agreement among the Company

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and the Vale Investor, dated as January 8, 2018 (the “Investor Agreement”). Vale Investor’s right to designate such individual or individuals is subject to certain qualifications and limitations set forth more fully in the Investor Agreement, including that, if two nominees are designated, one of them must satisfy the relevant independence standards of the New York Stock Exchange (“NYSE”) and the Company’s Director Independence Standards (collectively, the “Independence Standards”). Vale Investor designated Messrs. Siani Pires and Bernardes for nomination as directors in accordance with the Investor Agreement. The Board, upon the recommendation of the Corporate Governance and Nominating Committee, has determined that Mr. Bernardes meets the Independence Standards.

Director Qualifications

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


•	Personal characteristics:


◦	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.

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

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

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

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2018 Director Nominees



Oscar Bernardes Managing Partner Yguaporã Consultoria e Empreendimentos Ltda.			Mr. Bernardes has been a managing partner at Yguaporã Consultoria e Empreendimentos Ltda., a consulting and investment firm, in São Paulo, Brazil since 1999. From 2004 to 2011, he was a managing partner at Integra Associados - Reestruturacao Empresarial Ltda., a consulting firm specializing in financial restructuring, governance and interim management in turnaround situations, in São Paulo, Brazil. From 1999 to 2003, Mr. Bernardes was chairman of TIW do Brasil, a Canadian telecommunications company. From 1997 to 1999, Mr. Bernardes was Chief Executive Officer of Bunge International, a leading global agribusiness and food company. and from 1996 to 1997, he was in charge of the global food business at Bunge.

Age:	71

Director Nominee


2017	Meeting Attendance:	N/A	Skills and Qualifications:
Independent: Yes			Brazil Markets – Extensive leadership experience as a senior executive and board member at several companies headquartered in Brazil. International Business – Extensive knowledge and experience in managing, financing and operating global businesses, including in markets in which Mosaic operates. Operations – Significant experience in managing global agricultural and industrial operations. Risk Management – Executive experience in risk management.


			Other Board Service:
			• Praxair, Inc. • DASA Laboratórios da América S.A. - Brazil • Localiza Rent a Car S.A. - Brazil (Chair, Audit Committee) • Marcopolo S.A. - Brazil • Votorantim Participações S.A. - Brazil • GERDAU S.A. - Brazil (2003 - 2016) • Metalúrgica GERDAU S.A. - Brazil (2003 - 2016) • Johnson Electric Holdings Ltd. - Hong Kong (2003 - 2011) • São Paulo Alpargatas S.A. - Brazil (2006 - 2012) • Delphi Corporation (1999 - 2009)



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:	64

Director Since: October 2011

2017	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)

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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. From April 2014 to February 2017, Mr. Ebel served as Chairman, President and Chief Executive Officer of Spectra Energy, 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; as President of Union Gas Limited, a subsidiary of Spectra Energy from January 2005 until January 2007; and as 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

2017	Meeting Attendance:	95%

Independent: Yes

Mosaic Committee Membership: • Audit • Corporate Governance and Nominating (Chair)			Skills and Qualifications:
			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. (Chairman) • 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 Orano Canada Inc., from 2001 to 2004.

Age:	55

Director Since: October 2013

2017	Meeting Attendance:	100%
2017	Meeting Attendance:	100%	Skills and Qualifications:
			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

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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:	51

Director Since: May 2014

2017	Meeting Attendance:	82%

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:	62

Director Since: October 2010

2017	Meeting Attendance:	100%

Independent: Yes
			Skills and Qualifications:
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development			Skills and Qualifications:
			Executive Leadership – Experience in various senior executive and policy-making roles at Cargill, including broad experience in management of a global business. Financial Expertise and Leadership – Experience as executive and leader in commodity trading, international trading and asset management businesses. Risk Management – Executive experience in risk management functions of a large, multinational business. Agricultural Business Expertise – Extensive experience in agricultural commodity trading and management.

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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:
Non-Executive Chairman of Mosaic’s Board			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:	74

Director Since: 2004

2017	Meeting Attendance:	100%

Independent: Yes
			Other Board Service:
Mosaic Committee Membership: • Audit • Corporate Governance and Nominating			Other Board Service:
			• Ecolab, Inc. (1999 – 2016) • Howard University (1999 – 2017) • 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:	70		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

2017	Meeting Attendance:	95%

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)

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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, from May 2006 to December 2008, 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 to May 2006, 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 to December 2004, 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:	57

Director Since: May 2015

2017	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)



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:	56

Director Since: April 2009

2017	Meeting Attendance:	100%	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)

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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. In December 2016, Mr. Seibert was appointed interim Executive Director of the Florida Humanities Council, an independent, nonprofit affiliate of the National Endowment for the Humanities, an independent Federal agency that serves and strengthens our republic by promoting excellence in the humanities and conveying the lessons of history to all Americans. 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.

Age:	62

Director Since: October 2004

2017	Meeting Attendance:	100%

Independent: Yes
			Skills and Qualifications:
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development (Chair)			Skills and Qualifications:
			Government and Public Policy; Statewide and Local Issues in Florida – Service in various public policy and governmental roles in Florida, as well as his law practice, contribute to our Board’s understanding of public policy and other statewide and local issues in Florida, where most of our phosphate operations are located. Environment and Land Use Experience – Insights gained through his experience in environmental, land and water use and emergency management in Florida enhance our Board’s perspective on these matters and facilitates his leadership of our Environmental, Health, Safety and Sustainable Development Committee.



Luciano Siani Pires Chief Financial Officer Vale			Mr. Siani Pires has been Chief Financial Officer for Vale, a global mining company, since July 2012. From 2008 to July 2012, Mr. Siani Pires held leadership positions with Vale in the areas of Strategic Planning and Human Resources. In 2007 and 2008, Mr. Siani Pires was chief of staff and executive secretary to the president at Brazil's National Development Bank, where he had previously worked, (i) in 2005 and 2006, as chief of the Holding Management department (Capital Markets); and (ii) in 2001 and 2002, as head of the Export Finance department. From 2003 to 2005, Mr. Siani Pires worked as a consultant for McKinsey & Company, focusing on the basic materials sector. Mr. Siani Pires has served on the boards of Suzano Papel e Celulose, a Brazilian pulp and paper listed company, and Vale.

Age:	48

Director Since: January 2018

2017	Meeting Attendance:	N/A
Independent: No			Skills and Qualifications:
			Financial Expertise and Leadership – Extensive experience as a Chief Financial Officer and in other financial leadership roles at several companies. Strategic Business Planning and Business Development - Significant experience in developing global leadership strategies, including the negotiation of mergers, acquisitions, divestitures and joint ventures throughout the world. Brazilian Markets - Extensive knowledge and experience in managing, financing and operating complex mining businesses in Brazil.
Mosaic Committee Membership: • Environmental, Health, Safety and Sustainable Development Committee

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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. Mr. Westbrook is expected to retire from the Board of Directors of Stifel Financial Corp. at the conclusion of its 2018 Annual Meeting of Stockholders.

Age:	62

Director Since: August 2016

2017	Meeting Attendance:	94%

Independent: Yes
			Skills and Qualifications:
Mosaic Committee Membership: • Corporate Governance and Nominating • Environmental, Health, Safety and Sustainable Development			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.


			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 Departing the Board at the 2018 Annual Meeting



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:	73

Director Since: 2007

2017	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)

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DIRECTOR STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines for non-employee directors. These guidelines call for each director to acquire shares with a value of at least five times the annual base cash retainer within five years of becoming a director which, based on our current director compensation program, would be $800,000 for our non-executive Chairman of the Board and $400,000 for each other non-employee director. For purposes of computing a director’s holdings under our stock ownership guidelines, restricted stock units (“RSUs”) (whether vested or unvested) owned by a director are included. The following table shows information about each non-employee director’s status with respect to the ownership guidelines at March 14, 2018:



Director	Shares Included Under Guidelines		Value (1) in Excess of Guidelines
Director	#	Value (1)	Value (1) in Excess of Guidelines
Nancy E. Cooper	22,946	$859,536	$459,536
Gregory E. Ebel	55,370	$1,692,873	$1,292,873
Timothy S. Gitzel (2)	30,927	$933,920	$533,920
Denise C. Johnson (2)	20,508	$628,929	$228,929
Emery N. Koenig	35,539	$1,420,468	$1,020,468
Robert L. Lumpkins	65,159	$2,150,055	$1,350,055
William T. Monahan	47,679	$1,312,153	$912,153
James L. Popowich	33,447	$1,135,128	$735,128
David T. Seaton	26,221	$990,614	$590,614
Steven M. Seibert	33,770	$1,104,716	$704,716
Luciano Siani Pires (3)	—	—	(3)
Kelvin R. Westbrook (2)	11,625	$294,412	(2)

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

(2) Director has not yet completed five years of service. Mr. Gitzel, Ms. Johnson and Mr. Westbrook will complete five years of service on October 3, 2018, May 15, 2019 and August 25, 2021, respectively, if they remain as directors of Mosaic.

(3) Mr. Siani Pires has declined compensation for his service on our Board in order that he may remain in compliance with Vale’s policies. As a result, our Board has waived Mr. Siani Pires’ compliance with the Company’s non-employee director stock ownership guidelines.

Our stock ownership guidelines for executive officers, including executive officers who are directors, are described under “Executive Stock Ownership Guidelines” on page 49 in our Compensation Discussion and Analysis.

CORPORATE GOVERNANCE

Our Board oversees the management of our business and determines overall corporate policies. The Board’s primary responsibilities are directing our fundamental operating, financial and other corporate strategies and evaluating the overall effectiveness of our management.

We review our corporate governance principles and practices on a regular basis. As one example of our Board’s ongoing consideration of potential changes to our corporate governance practices and engagement with our stockholders on these matters, consistent with our own philosophical beliefs about stockholders’ rights, we adopted a proxy access bylaw in 2016. This bylaw became effective beginning with our 2018 Annual Meeting.

Set forth below is a detailed description of our key governance policies and practices.

Board Independence

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

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

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we have a relationship. A copy of our Director Independence Standards is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

Our Board, as recommended by the Corporate Governance and Nominating Committee, has determined that our directors, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, James L. Popowich, David T. Seaton, Steven M. Seibert and Kelvin R. Westbrook, and our director nominee, Oscar Bernardes, are each “independent” under the NYSE rules and our Director Independence Standards and have no material relationships with us that would prevent the directors from being considered independent. In making its independence recommendations, our Corporate Governance and Nominating Committee reviewed all of our directors’ relationships with us based primarily on a review of each director’s response to questions regarding employment, business, familial, compensation and other relationships with us and our management. James (“Joc”) C. O’Rourke, our current President and Chief Executive Officer, and Luciano Siani Pires, Chief Financial Officer of Vale, are not independent because of their relationships with Mosaic and Vale, respectively. See “Certain Relationships and Related Transactions” on page 70.

Board Oversight of Risk

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

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

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

Pursuant to their respective charters, each of the committees of our Board assists in the Board’s oversight of risk as follows:

•

In accordance with its charter and NYSE governance requirements, our Audit Committee regularly reviews with management, our Vice President – Internal Audit, 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 – Internal Audit policies regarding risk assessment and risk management.

•

Our Environmental, Health, Safety and Sustainable Development Committee (“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.

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

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Committees of the Board of Directors

Our Board has four standing committees:


•	Audit;


•	Compensation;


•	Corporate Governance and Nominating; and


•	Environmental, Health, Safety and Sustainable Development.

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



Audit Committee
	Five Members:
	Ÿ	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.
	Ÿ	Gregory L. Ebel
	Ÿ	Timothy S. Gitzel
	Ÿ	Robert L. Lumpkins
	Ÿ	William T. Monahan


	Meetings During 2017:		Nine
	Key Responsibilities:
	Ÿ	appointment, retention, compensation and oversight of the work of our independent registered public accounting firm;
	Ÿ	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;
	Ÿ	reviewing the internal audit plan and audit results;
	Ÿ	reviewing the quality and adequacy of internal control systems with management, the internal auditor and the independent registered public accounting firm;
	Ÿ	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
	Ÿ	reviewing the Audit Committee Report included in this Proxy Statement.



Compensation Committee
	Five Members:
	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 (“Code”).
	Ÿ	William T. Monahan, Chair
	Ÿ	Timothy S. Gitzel
	Ÿ	Denise C. Johnson
	Ÿ	James L. Popowich
	Ÿ	David T. Seaton


	Meetings During 2017: Five
	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:

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Compensation Committee
	Ÿ	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.
	Ÿ	Other Executive Officers’ Compensation. Establishing the amount and nature of direct compensation and benefit programs for our other executive officers.
	Ÿ	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.
	Ÿ	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.
	Ÿ	Other Benefit Plans. Overseeing the design and administration of our stock option, incentive and other executive benefit plans.
	Also oversees:
	Ÿ	our public disclosure of compensation matters in our proxy statements;
	Ÿ	our solicitation of stockholder approval of compensation matters, including the advisory Say-on-Pay Proposal included in this Proxy Statement as Proposal No. 3;
	Ÿ	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
	Ÿ	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.”




	Delegations of Authority
	Ÿ	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.
	Ÿ	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.

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Corporate Governance and Nominating Committee
	Six Members:
	Ÿ	Gregory L. Ebel, Chair
	Ÿ	Nancy E. Cooper		The Board has determined that all of the Corporate Governance and Nominating Committee’s members meet the independence and experience requirements of the NYSE and the SEC.
	Ÿ	Emery N. Koenig
	Ÿ	Robert L. Lumpkins
	Ÿ	Steven M. Seibert
	Ÿ	Kelvin R. Westbrook

	Meetings During 2017:		Five
	Key Responsibilities:
	Ÿ	recommending to the Board a set of corporate governance principles and providing ongoing oversight of governance;
	Ÿ	recommending to the Board nominees for director;
	Ÿ	recommending to the Board all committee assignments;
	Ÿ	developing and recommending to the Board a compensation and benefits program for the non-employee directors;
	Ÿ	overseeing the Board and committee annual evaluation process, including individual peer review;
	Ÿ	overseeing, from a corporate governance perspective, the manner in which the Board and its Committees review and assess enterprise risk;
	Ÿ	reviewing and approving certain transactions involving related persons; and
	Ÿ	reviewing the succession plan for the CEO.



Environmental, Health, Safety and Sustainable Development Committee
	Seven Members:
	Ÿ	Steven M. Seibert, Chair
	Ÿ	Denise C. Johnson
	Ÿ	Emery N. Koenig
	Ÿ	James L. Popowich
	Ÿ	David T. Seaton
	Ÿ	Luciano Siani Pires
	Ÿ	Kelvin R. Westbrook
	Meetings During 2017:		Four
	Key Responsibilities:
	Provides oversight of our 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:
	Ÿ	overseeing the effectiveness of management’s systems, policies and processes that support our EHSS goals, commitments and compliance obligations;
	Ÿ	conducting an annual environment, health and safety management system review;
	Ÿ	reviewing with management compliance with environmental, health and safety laws, and pending or threatened environmental, health and safety proceedings;
	Ÿ	overseeing management’s responses to significant emerging EHSS issues;
	Ÿ	reviewing sustainability issues, including product stewardship;
	Ÿ	overseeing our processes and practices with respect to interactions relating to EHSS matters with communities, customers and other key stakeholders; and
	Ÿ	overseeing our processes for managing EHSS risks.

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Other Policies and Practices Relating to the Board of Directors

Board Leadership Structure

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

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



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

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



	Ÿ	Leads the Board’s process for assessing the performance of the CEO;
	Ÿ	Acts as a liaison between the Board and senior management;
	Ÿ	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;
	Ÿ	Establishes the agenda for each regular Board meeting;
	Ÿ	Presides over each Board meeting; and
	Ÿ	Presides over private sessions of the non-management directors at regular Board meetings.

Evaluation of Board Performance

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

Private Sessions of Non-Management Directors

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

Compensation of Directors

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

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



	Ÿ	Compensation should fairly pay directors for work required for a company of our size and scope;
	Ÿ	Compensation should align directors’ interests with the long-term interests of stockholders; and
	Ÿ	The structure of compensation should be simple, transparent and easy for our stockholders to understand.

In the course of conducting its review of director compensation, the Corporate Governance and Nominating Committee from time to time reviews various formal studies regarding director compensation practices at public companies, as well as a

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variety of other data sources. Our Corporate Governance and Nominating Committee also has the sole authority to select, retain and terminate an independent compensation consultant and to approve the consultant’s fees and other retention terms. In addition, our Corporate Governance and Nominating Committee routinely seeks information from management on matters for consideration by our Corporate Governance and Nominating Committee. Our Senior Vice President, General Counsel and Corporate Secretary participates in meetings of our Corporate Governance and Nominating Committee but is not generally present during private sessions.

As discussed in footnote (1) to the Non-Employee Director Compensation Table beginning on page 29, Mr. Siani Pires has declined compensation for his service on the Board.

Employee Directors. Employee directors (currently only Mr. O’Rourke) receive no fees or remuneration for service on the Board or any committee of the Board.

Attendance

Directors are expected to regularly attend Board meetings and meetings of committees on which they serve and to spend the time necessary to properly discharge their responsibilities. In addition to attendance at Board and committee meetings, directors discharge their responsibilities throughout the year by personal meetings and telephone contact with our executive officers and others regarding our business and affairs. Our full Board held five regular and three special meetings during 2017. Each director was present for at least 80% of the aggregate number of meetings of the Board and committees of the Board of which such director was a member that occurred during 2017 and subsequent to the election of such director to the Board.

All directors and director nominees for election or re-election to the Board at an annual meeting of stockholders are expected to attend that annual meeting. Last year, all of our then-serving directors attended the 2017 Annual Meeting.

Majority Vote Standard for Election of Directors

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

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

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

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

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

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

Retirement from the Board

The Board has a retirement policy which provides that a non-employee director who attains age 74 shall submit his or her resignation as a director to be effective at the time of the next annual meeting of stockholders. In addition, it is the policy of the Board that employee-directors (other than the CEO) resign from the Board upon their retirement from Mosaic. The Board also

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has a policy that any non-employee director or the CEO of Mosaic must submit his or her resignation if he or she has a material change in employment, is the subject of media attention that reflects unfavorably on his or her continued service on the Board or has an unresolved conflict of interest with Mosaic. The Board will accept or reject any of the foregoing resignations based on the best interests of Mosaic.

Our Board has elected Mr. Ebel to serve as the Chairman of the Board effective at the close of the 2018 Annual Meeting. To ensure an orderly transition of responsibilities, our Board has also waived the retirement policy for Mr. Lumpkins and Mr. Lumpkins has agreed to stand for election for a term that expires in 2019.

Communications with the Board

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

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



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

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

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



	Ÿ	for communications addressed to the Board as a whole, to the Chairman of the Board;
	Ÿ	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;
	Ÿ	for communications addressed to a committee of the Board, to the chair of such committee;
	Ÿ	for communications addressed to an individual director, to such named director; and
	Ÿ	for communications relating to accounting, internal accounting controls or auditing matters, to the members of the Audit Committee.

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

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



	Ÿ	routine questions, complaints and comments that management can appropriately address;
	Ÿ	routine invoices, bills, account statements and related communications that management can appropriately address;
	Ÿ	surveys and questionnaires; and
	Ÿ	requests for business contacts or referrals.

In that case, he will provide a copy of the original communication to the Chairman of the Board (or to the Chair of the Corporate Governance and Nominating Committee) and advise of any action taken with respect to the communication. Our

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Senior Vice President, General Counsel and Corporate Secretary, or a member of his staff, will forward any communications not clearly addressed as set forth above to the Chairman of the Board for handling.

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

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

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

Policy and Procedures Regarding Transactions with Related Persons

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

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

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

No director may participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director is required to provide to the Corporate Governance and Nominating Committee all material information concerning the related person transaction as may be requested by the committee. Any related person transaction that is not approved or ratified, as the case may be, will be voided, terminated or amended, or such other actions will be taken in each case as determined by the Corporate Governance and Nominating Committee so as to avoid or otherwise address any resulting conflict of interest.

Related person transactions under the policy do not include:



	Ÿ	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;
	Ÿ	Indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person;
	Ÿ	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
	Ÿ	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.

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



	Ÿ	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;
	Ÿ	Whether there are demonstrable business reasons for us to enter into the related person transaction;
	Ÿ	Whether the related person transaction could impair the independence of a director under our Director Independence Standards;
	Ÿ	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
	Ÿ	Whether the related person transaction is permitted under the covenants pursuant to our material debt agreements.

Director Education Policy

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

Code of Business Conduct and Ethics

Our Board and management are dedicated to sound corporate governance principles. Our Code of Business Conduct and Ethics (the “Code of Ethics”) is a statement of our high standards for ethical and legal compliance, and it governs the manner in which we conduct our business. All of our employees, officers, directors, agents and representatives, including consultants, are expected to comply with our Code of Ethics. Each of our directors and officers, as well as over 3,200 other employees in our last annual certification cycle, is requested annually to certify compliance with the Code of Ethics. A copy of our Code of Ethics is available on our website at www.mosaicco.com under the “Investors – Corporate Overview – Governance Documents” caption.

DIRECTOR COMPENSATION

Non-Employee Directors

The director compensation policy in effect for 2017 provided for cash compensation to non-employee directors as follows:


•	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.

In addition, the policy in effect during 2017 provided for a single annual grant of RSUs, valued at $240,000 for our Chairman of the Board and $145,000 for each other non-employee director. Additional information about our annual grants of RSUs to directors is included in note (5) to the Non-Employee Director Compensation Table below.

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

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Employee Directors

Directors who are employees receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which they are employees. During 2017, James (“Joc”) C. O’Rourke, our current CEO, was an employee and director. All of our compensation to our CEO is set forth under “Executive Compensation Tables” beginning on page 53.

The following table and accompanying narrative and notes provide information about our compensation for service as a non-employee director during 2017.

2017 Non-Employee Director Compensation Table



Name (1)	Fees Earned or Paid in Cash ($) (2)(3)	Stock Awards ($) (4)(5)(6)(7)	All Other Compensation ($) (8)	Total ($)
Nancy E. Cooper	100,000	145,006	10,061	255,067
Gregory L. Ebel	86,209	145,006	10,061	241,276
Timothy S. Gitzel	80,000	145,006	10,061	235,067
Denise C. Johnson	80,000	145,006	10,061	235,067
Emery N. Koenig	80,000	145,006	10,061	235,067
Robert L. Lumpkins (9)	163,791	239,994	16,877	420,662
William T. Monahan	95,000	145,006	10,061	250,067
James L. Popowich	80,000	145,006	10,061	235,067
David T. Seaton	80,000	145,006	10,061	235,067
Steven M. Seibert	90,000	145,006	10,061	245,067
Kelvin R. Westbrook	80,000	145,006	—	225,006


(1)	Mr. Siani Pires is not included in the above table as he was elected to our Board effective January 8, 2018, and did not serve as a director during 2017. In addition, Mr. Siani Pires has declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies.


(2)	Reflects the aggregate amount of the cash retainers paid for 2017.

(3)

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 the Mosaic Stock Fund investment alternative 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 2017. 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.


(4)	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 2017 included in the 2017 10-K Report.

(5)

The date of our annual grant of RSUs to non-employee directors in 2017 was May 18, 2017, the date of our 2017 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 2017 to non-employee directors will vest completely on the date of the 2018 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 2017 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 2017 be paid in cash rather than shares of Common Stock.

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(6)	The following table shows the number of RSUs held at December 31, 2017 by each director who was not an employee at any time during 2017:



Director	Restricted Stock Units Held at December 31, 2017 (#)	Vesting Date (a)
Robert L. Lumpkins	5,707	5/19/2016
	10,129	5/18/2017
	10,503	(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	3,402	5/19/2016
	6,038	5/18/2017
	6,346	(b)
Kelvin R. Westbrook	4,079	5/18/2017
Kelvin R. Westbrook	6,346	(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 2018 Annual Meeting. See note (5) above with respect to issuance of Common Stock following the vesting date.


(b)	These RSUs vest on the date of the 2018 Annual Meeting.

(7)

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 his 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.


(8)	Reflects dividend equivalent payments for 2017. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.


(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 (3) above.

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EXECUTIVE COMPENSATION

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	Page		Page
COMPENSATION DISCUSSION AND ANALYSIS	31	Executive Stock Ownership Guidelines	49
Executive Summary	31	Other Compensation Components	50
Named Executive Officer Group	35	Named Executive Officer Health and Welfare Benefits	50

Executive Compensation Program	35	Named Executive Officer Retirement Benefits	50

Program Objectives	35	Other Named Executive Officer Perquisites and Benefits	51

Guiding Principles	36	Separation Agreement and Management Services Agreement	51

Stockholder Say-on-Pay Votes	36

Performance-Based Incentive Compensation	36
		COMPENSATION COMMITTEE REPORT	52
2017 Incentive Metrics and Performance Standards	37

Short-Term Incentive Program	38
		CEO PAY RATIO	52
Long-Term Incentive Program	39

Severance and Change-in-Control Agreements	40
		COMPENSATION RISK ANALYSIS	52
2017 Compensation Actions	41

NEO Pay Elements and Proportions	41
		EXECUTIVE COMPENSATION TABLES	53
Evaluation of Executive Compensation Program	43
		2017, 2016 and 2015 Summary Compensation Table	53
Realized Pay: Short-Term Incentives	44
		Grants of Plan-Based Awards	56
CEO 3-Year Realized Pay: Long Term Incentives	45
		Outstanding Equity Awards	57
Executive Compensation Governance	45
		Option Exercises and Stock Vested	61
Roles and Process	45
		Pension Benefits	61
Framework for Setting Target Total Direct Compensation	46
		Non-Qualified Deferred Compensation	64
Tools and Information Utilized and Application	47
		Potential Payments upon Termination or Change-in-Control	65
Mosaic Comparator Group	48
		Severance and Change-in-Control Compensation Table	69
Executive Compensation Policies and Practices	48
		Mack Separation Agreement and Management Services Agreement	70
Pay Practices for Certain Events : Executive Officers	49

COMPENSATION DISCUSSION AND ANALYSIS

This section of the Proxy Statement explains the material elements of our executive compensation program for our CEO and our other “Named Executive Officers” for 2017 identified in the “Executive Compensation Tables” section beginning on page 53, and should be read in conjunction with that section.

Executive Summary

2017 Business Highlights

Mosaic’s 2017 financial results reflected a challenging pricing environment for our industry. For 2017:


•	Net loss attributable to Mosaic for the year ended December 31, 2017 was $(107.2) million, or $(0.31) per diluted share, compared to 2016 net earnings of $297.8 million, or $0.85 per diluted share. 2017 results include a discrete income tax expense of $451 million, or $(1.30) per diluted share, primarily related to enactment of the U.S. Tax Cuts and Jobs Act.


•	Operating earnings were $465.7 million, up from $319.0 million in 2016, driven by higher gross margins in both Potash and Phosphates.


•	We maintained cash and cash equivalents of $2.2 billion, excluding restricted cash. In January 2018 we used $1.08 billion in cash to close the Acquisition and pre-paid $200 million of our outstanding term loan facility.

In 2017 we continued to take steps toward achieving our strategic priorities as described under “Summary Information - Business Highlights,” beginning on page 3. We focused on cost and capital controls, as well as opportunities for growth to position Mosaic to outperform in the years ahead. For example:

•

We continued our pre-closing integration planning with respect to our pending acquisition of Vale’s global phosphate and potash operations conducted through Vale Fertilizantes S.A. Following completion of the Acquisition on January 8, 2018, we are the leading fertilizer production and distribution company in Brazil, as the Acquisition increased our finished phosphates capacity by over four million tonnes and our finished potash capacity by approximately 500,000 tonnes.


•	We had record sales volumes of 7.4 million tonnes in our International Distribution segment in 2017.

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•	We are on track to achieve our goal of reaching $500 million in cost savings by the end of 2018 and realized the goal we set in 2016 to achieve an additional $75 million in savings in our support functions.

•

In November 2017, we completed a $1.25 billion public debt offering, consisting of $550 million aggregate principal amount of 3.250% senior notes due 2022 and $700 million aggregate principal amount of 4.050% senior notes due 2027. Proceeds from this offering were used primarily to fund the $1.08 billion cash portion of the purchase price of the Acquisition paid at closing. The remainder was used to pay transaction costs and expenses and to fund a portion of the $200 million that we pre-paid against our outstanding term loan in January 2018.


•	While we continue to support key strategic projects and protect the integrity of our assets, we continued to manage our capital through the prioritization of our expenditures and the deferral, reduction or elimination of certain capital spending. Capital expenditures in 2017 were the lowest in over five years.

•

In October 2017, we announced the temporary idling of our Plant City, Florida phosphate manufacturing facility for at least one year and restructuring of our Phosphates operations. We expect that these actions will reduce market disruption from new capacity additions, including MWSPC. We also expect to see higher phosphate margins and lower capital requirements for Mosaic by reducing production at a relatively higher-cost facility.

Executive Compensation Highlights

We operate in a cyclical and seasonal industry in which profitability is heavily influenced by commodity prices and other factors, including the price, supply and demand of our fertilizer products and the key inputs we use to produce them. While some of these factors are controllable, others are not. As a result, our executive compensation program offers traditional base salary, long-term incentives linked to financial and stock price performance measures, and short-term incentives tied to financial and operational performance in the form of operating earnings, cost management and production efficiency measures, as well as achievements toward operating our assets safely and efficiently.

2017 compensation highlights include:

•

The majority of target direct compensation for 2017 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 are within management’s control and 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 2017 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 103.33% of target for our executive officers, reflecting:


▪	below-target performance under our operating earnings/ROIC measure, reflecting the continued challenging pricing environment in which we operated during 2017;


▪	performance exceeding the target level for our free cash flow objective, which was designed to promote effective management of cash flows during periods of lower pricing;


▪	performance exceeding the target level for our critical cost management objective, which was designed to drive improvements in our position as a low cost producer and support our competitive position in all pricing environments;


▪	target-level performance against the objective for our premium product sales measure, which was designed to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America; and


▪	performance at the maximum level against goals for our MSE measure, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives.


◦	Beginning with 2017 grants, our TSR performance unit awards provide for a 10% performance hurdle and, for our executive officers, a one-year post-vesting holding period.


◦	As of December 31, 2017, options granted during 2015, 2016 and 2017 were underwater due to the decline in our stock price.


◦	ROIC performance units granted in 2015 did not pay out in 2018 and were forfeited because our cumulative return on invested capital did not meet the threshold for vesting and payment.


◦	TSR performance units that vested during 2017 paid out at values significantly below their grant date value (-64%), reflecting the decline in our stock price.

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•	We modified our short-term incentive plan for 2017:

◦

We decreased the weighting of our operating earnings/ROIC measure from 50% to 30% given the continued challenging industry environment, both to ensure the effectiveness of our incentive program and to allow for weighting under the plan to be allocated to two new measures added for 2017. For the same reason, we moderately increased the weighting of our controllable operating costs measure from 25% to 30%.

◦

We added free cash flow and premium product sales as measures of performance with weightings of 20% and 10%, respectively. Free cash flow was added to emphasize the importance to Mosaic of generating strong cash flows during a challenging industry environment. Premium product sales was added to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America.

◦

We eliminated our recordable injury frequency rate measure, a lagging indicator of safety performance, and increased to 10% the weighting of our MSE measure, a leading indicator, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives. We believe the additional weighting allocated to this measure has better focused our organization on behaviors aimed at preventing safety incidents and progressing with respect to other EHSS initiatives, including sustainability.


•	Our 2017 “Say-on-Pay” advisory proposal was approved by approximately 96% of votes cast.

•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 2017 compensation practices are presented below.



What We Do
ü	100% performance-based long-term incentive grants: stock price appreciation and TSR
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 or in other unique circumstances where such agreements are deemed appropriate
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

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CEO Reported and Realizable Pay for 2017, 2016 and 2015

As shown in the table below, aggregate Realizable Pay for our CEO for 2017, 2016 and 2015 was 58% of Reported Pay. This is largely due to the fact that long-term incentive grants for this period are tied to Mosaic stock price appreciation and total shareholder return.

The table below compares aggregate Reported Pay to Realizable Pay for our CEO for 2017, 2016 and 2015. “Reported Pay” is pay reported in the Summary Compensation Table on page 53 for the related periods, and “Realizable Pay” generally reflects the value of pay that is earned or realizable as of the end of the period shown, in each case as described in the footnotes below. The information presented is intended to supplement, rather than to replace, the information found in the Summary Compensation Table on page 53 for the applicable years, because our Compensation Committee believes it is helpful to look at performance-based compensation from the perspective of what is actually realizable and what is reported, and that this comparison helps to illustrate the effectiveness of performance-based compensation.

(a) Reported Pay includes (i) base salary, (ii) actual annual short-term incentive earned and (iii) the grant date fair value of annual and promotional long-term incentive compensation, each as reported in the Summary Compensation Table for 2017, 2016 and 2015 for our CEO in each year.

(b)

Realizable Pay includes (i) base salary and actual annual short-term incentive earned, each as reported in the Summary Compensation Table for 2017, 2016 and 2015, (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 29, 2017, the last trading day of 2017, or $25.66, (iii) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 29, 2017 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, with 2015 awards shown at zero value because those awards were forfeited early in 2018, and with 2016 awards assuming a target level of performance, using the 30-day average trading price as of December 29, 2017 to calculate the estimated payout.

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Named Executive Officer Group

Our 2017 Named Executive Officers whose compensation is in the “Executive Compensation Tables” section beginning on page 53 are shown below.



2017 Named Executive Officers
James (“Joc”) C. O’Rourke	President and Chief Executive Officer
Richard L. Mack	Former Executive Vice President and Chief Financial Officer^*
Richard N. McLellan	Senior Vice President - Brazil
Walter F. Precourt III	Senior Vice President - Phosphates
Corrine D. Ricard	Senior Vice President - Commercial
^*Mr. Mack served as our Executive Vice President and Chief Financial Officer until January 31, 2018, when he transitioned to the role of Senior Advisor. He is expected to serve in that role through his last day of employment on May 31, 2018.

Executive Compensation Program

Program Objectives

Our executive compensation program aims to reward our executives for creating stockholder value, generating strong future cash flows and building competitive advantage in a global industry heavily influenced by factors such as fertilizer and other commodity prices. The program is shaped by the realities of a capital-intensive, cyclical and seasonal business with potentially large swings in profitability due to a number of factors outside our control, including:


•	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.

Due to the high degree of market risk we face, our executive compensation program must be competitive and valued by executives in order to attract, motivate and retain the executive talent needed to manage one of the largest producers of fertilizer products in the world.

Program elements are designed to work in concert to meet our needs and those of our executive officers in a way that aligns with the interests of our stockholders. When evaluating the competitiveness of our program, we look at total remuneration rather than each element individually. In this way, we are better able to track and manage program cost in the same manner as other business expenses.

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Guiding Principles

To foster a top-down culture valuing sustained performance over the longer term, our executive compensation program emphasizes variable over fixed pay, long- over short-term incentives and stock-based compensation over cash.



	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.
Base Salary	•	Salary levels should be competitive, at approximately the 50^th 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.
Short-Term Incentives	•	Incentive measures reflect key financial and operational performance indicators that take into account external factors impacting the company, yet are within the control of management. Common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results.
Long-Term Incentives	•	For alignment with shareholder interests, long-term incentives should make up the largest proportion of target total direct compensation.
	•	For 2017, 100% performance-based with incentives linked to stock price appreciation and TSR.
	•	For 2018, one-third of the target award is RSUs and two-thirds is linked to TSR.
	•	RSUs may also be utilized on a selective basis to support continuity of management and address special promotional and retention needs.
Pay Mix	•	Incentives should comprise at least 50% of target total direct compensation.
Pay Mix	•	Performance-based 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.
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	•	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	•	Mosaic does not offer SERPs, supplemental defined benefit pension plans or retiree medical plans as part of the active-benefit offering to executives. Company contributions through the qualified and non-qualified retirement plans should provide sufficient means to achieve retirement income security.
Post-Employment Benefits	•	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).

Stockholder Say-on-Pay Votes

We provide our stockholders with the opportunity to cast a Say-on-Pay vote each year. At our 2017 Annual Meeting, approximately 96% of the votes cast on our Say-on-Pay proposal were voted in favor of it.

Our Compensation Committee considered this a favorable outcome and believes it conveyed our stockholders’ strong support for our Compensation Committee’s decisions and our executive compensation programs and practices. After considering this support and other factors, including the desire to continually enhance and improve our programs and practices, our Compensation Committee made no material changes in its decision-making process or our executive compensation programs or practices for 2017 except as discussed above under “Executive Compensation Highlights” on page 31.

In keeping with your 91% approval of our proposal to do so at our 2017 Annual Meeting, we submit Say-on-Pay advisory proposals to you on an annual basis. Our Compensation Committee will continue to consider results from future Say-on-Pay advisory proposals in its ongoing evaluation of our compensation programs and practices.

Performance-Based Incentive Compensation

The performance measures utilized in our short- and long-term incentives are linked to achievement of our business strategies, indicators of operational excellence and anticipated drivers of stockholder value creation. We believe these measures promote behaviors that will further our efforts to: (1) improve on our position as a low cost producer of fertilizer products, (2) grow sales revenues and improve margins, including by developing new products that improve crop yields, (3)

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build on our strong safety record by proactively addressing the causes of employee injuries, (4) make new capital investments that support our strategies and satisfy high hurdle rates of return, and (5) produce strong, consistent cash flows and TSR.

To improve TSR performance over time, we seek to deliver growth in net operating profit after-tax, generate strong returns on invested capital and optimize the cost of capital.

To establish objective, sound and challenging goals for our incentives, we set goals based on commonly utilized standards of performance linked to our stock price, TSR, continuous improvement, industry operating cost benchmarks and capital returns. These techniques are intended to ensure that incentives support desired financial and operational outcomes that align with stockholder interests.

2017 Incentive Metrics and Performance Standards



Grants	Metric	Performance Standard
Short-Term Incentive Awards	Incentive Operating Earnings/Incentive ROIC (1)	▪ ROIC is utilized given our significant capital requirements for property, plant and equipment, working capital and inventories, and large sustaining capital. ▪ No payout unless Incentive ROIC is 4.5% or greater. ▪ Amount funded varies based on ROIC and Incentive Operating Earnings. ▪ Max payout for Controllable Operating Costs Per Tonne, MSE and Premium Product Sales is capped at 100% if Incentive ROIC is less than 4.5%.
	Incentive Operating Costs Per Tonne (1)	▪ This measure is focused on more controllable elements in our cost of goods sold and rewards continuous improvement efforts across a wide range of mining, processing, supply chain and distribution activities that lead to efficiency gains. ▪ 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 incent continuous year-over-year improvement.
	Free Cash Flow	▪ Target goal is derived from budgeted enterprise operating earnings, cash flow from operations and capital expenditures. ▪ 2017 goal ranges reflect sales volume and pricing considerations in light of continued challenging industry and economic conditions.
	Safety – Management System Effectiveness (“MSE”)	▪ MSE is tied to the effectiveness of the Company’s management system, which broadly reflects our EHSS focus. As a leading indicator we believe its utilization promotes focus on behaviors aimed at preventing safety incidents and promoting other EHSS initiatives, including sustainability. ▪ Target goal set for year-over-year improvement.
	Premium Product Sales	▪ This measure promotes focus on achieving sales of our premium products, which we believe provide us a competitive advantage with customers in North and South America. ▪ 2017 target is 23% higher than actual 2016 sales volume.
LTI Stock Options	Stock Price	▪ Ties compensation to improved stock price performance over the longer term, aligning with shareholder interests. ▪ 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, vesting, and stock appreciation until exercise of the options.
LTI Performance Units	TSR	▪ Ties compensation to TSR (stock price change plus dividends) over a 3-year period, aligning with longer-term shareholder interests. ▪ Vesting percentage is tied directly to absolute TSR results. For example, negative 10% = 80% payout, positive 20% = 111% payout. No vesting if TSR falls below negative 50%. ▪ For 2017 grants, a target payout requires TSR performance of 10%, and executive officers are subject to a one-year holding period after vesting. ▪ Absolute TSR is utilized because we believe too few U.S. companies are direct competitors. Use of relative TSR would decrease reliability and risk payout windfalls or deficits that may not be appropriately tied to underlying operational performance.

(1) Subject to adjustment as described in Appendix A to this Proxy Statement.

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Short-Term Incentive Program

Awards of performance-based incentive compensation are annually made to our Named Executive Officers. The terms of the incentive opportunity are the same for all Named Executive Officers, with target goals for the incentive metrics generally defined at the enterprise level. The total pool for the program is equal to the sum of the bonus opportunity, expressed as a percentage of base salary, for all employee participants, including our Named Executive Officers. Our Compensation Committee has the ability to exercise negative discretion to reduce or eliminate payouts under the incentive plan if it deems appropriate.

Metrics, Weighting and Goals

Our incentive pool is funded based on a number of financial and operational outcomes that we believe are necessary for sustainable growth over the longer term. Information provided below is for our 2017 incentive plan.



	Metrics	Weighting	Funding at Threshold (1)	Funding at Target	Funding at Maximum
Financial - 90%	Incentive Operating Earnings/ROIC (2)(3)	30%	$2 million	$51 million	$102 million
	Free Cash Flow (2)	20%
	Incentive Operating Costs Per Tonne (2)	30%
	Premium Product Sales	10%
Operational - 10%	Safety - Management System Effectiveness	10%
	Payout	100%	4%	100%	200%

(1) Funding at threshold is determined by utilizing a sharing rate of 4% of the target operating earning pool of $51 million.
(2) Measure is subject to adjustment as described in Appendix A.
(3) No payout under this measure unless threshold Incentive ROIC is met.

For our 2017 plan as compared to our 2016 plan, we decreased the weighting of our Incentive Operating Earnings/ROIC measure from 50% to 30% given the continued challenging industry environment, both to ensure the effectiveness of our incentive program and to allow for weighting under the plan to be allocated to two new measures that we added for 2017. For the same reason, we moderately increased the weighting of our Controllable Operating Costs measure from 25% to 30%. Free Cash Flow and Premium Product Sales were added as new measures with weightings of 20% and 10%, respectively. Free Cash Flow was added to emphasize the importance to Mosaic of generating strong cash flows during a challenging industry environment. Premium Product Sales was added to incent sales of premium products that we believe provide us a competitive advantage with customers in North and South America. Finally, we eliminated the Recordable Injury Frequency Rate measure, a lagging indicator of safety performance, and increased to 10% the weighting of our MSE measure, a leading indicator, the elements of which promote behaviors aimed at safety, sustainability and other EHSS objectives. We believe the additional weighting allocated to this measure has better focused our organization on behaviors aimed at preventing safety incidents and progressing with respect to other EHSS initiatives, including sustainability.

We do not establish a target for Incentive Operating Earnings. Instead, the portion of our incentive pool allocable to Operating Earnings is funded based on a pre-determined percentage of Incentive Operating Earnings. This “sharing rate” rises or falls in relation to targeted Incentive ROIC. For 2017, one percentage change in Incentive ROIC is equal to $110 million change in Incentive Operating Earnings. A combination of higher Incentive Operating Earnings and improved Incentive ROIC defines company performance that we believe justifies above-target short-term incentive payouts, and our executives do not begin to receive target payouts until our cost of capital is covered. The Incentive ROIC target is set using our WACC as of the end of the preceding fiscal year. 2017 sharing rates and potential pool funding based on Incentive ROIC and various Incentive Operating Earnings levels are shown below, and actual Incentive ROIC for 2016 and 2015 is presented under “Realized Pay: Short-Term Incentives” on page 44.

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Incentive Operating Earnings (millions)	Incentive ROIC	Sharing Rate	Incentive Pool
$1,360	12.5%	1.20%	$12.8 million
$1,140	10.5%	0.95%	$10.8 million
$920	8.5%	0.70%	$6.4 million
$700	6.5%	0.45%	$3.2 million
$480	4.5%	0.20%	$1.0 million

The portion of our incentive pool allocable to the remaining measures is funded based on achievement against pre-determined target goals, which can be positively affected, directly or indirectly, by operations, engineering, supply chain, EHS and support function teams within each business unit and across the Company.

Incentive Operating Costs Per Tonne has a 30% overall weighting due to the importance of our low cost producer business strategy, and Free Cash Flow has a weighting of 20% due to our focus on maintaining cash balances to support our investment grade credit rating. Creating an injury-free workplace and supporting our sustainability and other EHSS initiatives is an integral part of our culture, which is why eligible employees at all levels of production and management have a percentage of their bonus tied to the effectiveness of our management system.

In general, the basic design of the short-term incentive program for our Named Executive Officers applies to all salaried employees. This ensures focus, alignment and a concerted effort toward achieving goals we view as clear but challenging and that define expected business performance. The overall maximum payout under the program is 200% of an individual’s incentive target opportunity.

Minimum, target and maximum levels of performance set for each 2017 incentive measure are shown in the table below.



Measure	Minimum		Target		Maximum
Measure	Performance Level	Payout Percentage	Performance Level	Payout Percentage	Performance Level	Payout Percentage
Free Cash Flow ($ in millions)	$50	0%	$200	20%	$350	40%
Incentive Controllable Operating Costs per Tonne (1)	$106	0%	$102	30%	$195	60%
Premium Product Sales ( in million tonnes) (1)	2.9	0%	3.2	10%	3.5	20%
Safety-MSE ( point improvement) (1)	7	0%	10	10%	13	20%
Total Payout		0%		70%		140%
(1) Payout for this measure is limited to 100% if Incentive ROIC is less than 4.5%.

Actual results for each incentive measure for 2017 and 2016 are presented under “Realized Pay: Short-Term Incentives” on page 44.

Long-Term Incentive Program

Long-term incentive awards are granted to our Named Executive Officers annually, generally in March of each year. Long-term incentive award values are based on market-competitive levels for comparable positions and are designed to deliver target total direct compensation set by the Compensation Committee as described under “2017 Compensation Actions” beginning on page 41.

We believe that stock options strongly align executive compensation with shareholder interests and reinforce a long-term view of performance because of their 10-year term, which is important in our cyclical industry. We view options as a flexible and tax effective incentive that provides our executives the ability to build ownership and save to meet their long-term financial goals. For 2017, one-third of each executive officer’s target long-term incentive award consisted of options. In 2018, to promote continued stability and focus on the Acquisition integration and our strategic initiatives among the executive team, and taking into consideration that historical option grants were underwater, our Compensation Committee considered whether to replace stock options with time-based RSUs and ultimately determined to do so.

TSR performance units are performance-based, three-year incentive awards that reward recipients for Mosaic stock price appreciation and declared dividends. For 2017 awards, a target payout requires TSR performance of 10%. For example, if at the end of the three-year performance period, our stock price plus the value of declared dividends has increased by 10%, then

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the payout will be the number of units granted. If the value has increased by 20%, the number of units will be 111% of the number of units granted. Conversely, if the value has declined by 20%, then just 70% of the granted units will vest. TSR performance units have both upside and downside potential based on positive or negative TSR performance, while supporting our retention objectives in a manner that has greater performance sensitivity than awards such as time-based RSUs. No TSR performance units will be earned if we do not achieve positive net earnings during the three-year performance period. Also, beginning with 2017 grants, executive officers are subject to a one-year holding period after vesting.

In addition, beginning with 2017 grants, we discontinued use of ROIC performance units, which for 2015 and 2016 grants were earned if our Incentive ROIC results over a three-year period met a target spread of WACC + 3%. To improve incentive effectiveness, our Compensation Committee determined not to award ROIC performance units and instead increased the proportion of TSR performance units to two-thirds of the total long-term incentive mix.

Key terms of our long-term incentive awards granted through 2017 are described in greater detail in the footnotes and narrative accompanying the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 57.

2017 Named Executive Officer Long-Term Incentive Grants



	Stock Options	TSR Performance Units
Date of Grant	March 2, 2017	March 2, 2017
NEO Grant Value/ % of Total	$3,199,998 / 33%	$6,399,989 / 67%
Fair Value at Grant (% of Stock Price) (1)	33%	86%
Number of Shares/ Units Granted	322,906	243,995
Strike Price/ Grant Date Fair Value	$30.42	$26.23
Term/ Performance Period	10 years	3 years
Performance Metric	Stock Price	Absolute TSR
Form of Settlement	Stock	Stock

(1) See narrative to the Grants of Plan-Based Awards table on page 56.

Grants were made up of one-third stock options and two-thirds TSR performance units. This long-term incentive mix was chosen for balance in terms of the incentive horizon (use of both ten-year and three-year incentives) and performance conditions (stock price and TSR). We believe this balance contributes to the overall effectiveness of our long-term incentive program because our industry cycles may have different durations and economic and stock market conditions may have a disproportionate impact on our stock price performance.

Long-Term Incentive Program Grant Rate and Dilution

Our Compensation Committee and, in the case of our CEO, our Board, considers the cost and dilutive implications of long-term incentive grants. We have maintained a grant rate (defined as the number of option shares plus the number of units granted, divided by the total number of shares outstanding at the time of grant) at or below 0.37% over the past three calendar years, which is below the average grant rate for companies within the basic materials industry.

Severance and Change-in-Control Agreements

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



Ÿ	Help us attract and retain executive talent in a competitive marketplace.
Ÿ	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.
Ÿ	Foster their objectivity in considering a change-in-control proposal.
Ÿ	Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.

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

The Severance and Change-in-Control Compensation Table on page 69, together with the accompanying narrative and notes, explains in detail the benefits under these arrangements and the circumstances under which a Named Executive Officer would be entitled to them.

Mr. Mack ceased to be an executive officer on January 31, 2018 and is currently serving as our Senior Advisor until May 31, 2018. Our Compensation Committee has authorized us to enter into a Separation Agreement with Mr. Mack that would replace his existing senior management severance and change-in-control agreement as discussed under “Separation Agreement and Management Services Agreement” on page 70.

2017 Compensation Actions

NEO Pay Elements and Proportions



James ("Joc") C. O’Rourke President and Chief Executive Officer	2017	% Change	% of Salary	% of Target Direct Compensation	Peer Group Median (1)
Base Salary	$1,145,000	4%	(2)	15%	$1,150,000
Target Short-Term Incentive	$1,488,500	13%	130%	19%	$1,460,000
Target Long-Term Incentives	$5,000,000	11%	437%	66%	$5,955,000
Target Total Direct Compensation	$7,633,500	10%	(2)	100%	$8,375,000

(1) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.

(2) Not meaningful.

The table above shows the components of Mr. O’Rourke’s target direct compensation as set by our independent directors in March 2017, as well as the comparator group median for each component. In March 2017, our Board, upon the recommendation of our Compensation Committee, increased Mr. O’Rourke’s target total direct compensation to $7,633,500 from the $6,920,000 set in March 2016, or 10%, in the form of a 4% increase in base salary, a 13% increase in the target dollar amount of his short-term incentive and an 11% increase in the target dollar amount of his long-term incentive. In setting the new amount and mix of Mr. O’Rourke’s target total direct compensation, our Board and Compensation Committee considered the relative positioning of his compensation within our comparator group and specific results against CEO objectives, including the progress made with respect to our 2016 strategic priorities. Specific individual performance achievements included (1) his leadership role in connection with our execution against cost savings initiatives, including management of capital through the reduction, deferral or elimination of certain capital spending that resulted in capital expenditures for 2016 being the lowest in over five years, (2) completion of our investments to expand our MicroEssentials^® capacity; and (3) his leadership in connection with the execution of our mining plans, including the issuance of the final permit for our South Pasture Extension.



Richard L. Mack Former Executive Vice President and Chief Financial Officer (1)	2017	% Change	% of Salary	% of Target Direct Compensation	Peer Group Median (2)
Base Salary	$643,000	3%	(3)	24%	$600,000
Target Short-Term Incentive	$514,400	3%	80%	19%	$450,000
Target Long-Term Incentives	$1,500,000	15%	233%	56%	$1,280,000
Target Total Direct Compensation	$2,657,400	10%	(3)	100%	$2,380,000

(1) Mr. Mack served as our Executive Vice President and Chief Financial Officer until January 31, 2018, when he became our Senior Advisor.

(2) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.

(3) Not meaningful.

The table above shows the components of Mr. Mack’s target direct compensation as set by our Compensation Committee in March 2017, as well as the comparator group median for each component. In March 2017, our Compensation Committee increased Mr. Mack’s target total direct compensation to $2,657,400 from the $2,423,200 set in March 2016, or 10%, in the form of a 3% increase in his base salary and target dollar amount of his short-term incentive, and a 15% increase in the target dollar amount of his long-term incentive. In setting the new amount and mix of Mr. Mack’s target total direct compensation, our Compensation Committee considered the relative positioning of his compensation within our comparator group and the

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Committee’s assessment of his individual performance, leadership behaviors and achievements in 2016. Specific contributions included his leadership roles in (1) our negotiation of and entry into an agreement to acquire the global phosphate and potash operations of Vale conducted through Vale Fertilizantes S.A., (2) increasing and upsizing our prior unsecured revolving credit facility and refinancing our prior term loan facility; and (3) in representing our interests with respect to the continuing development by the MWSPC joint venture, in which we hold a 25% interest, of integrated phosphate production facilities in the Kingdom of Saudi Arabia.



Richard N. McLellan Senior Vice President - Brazil (1)	2017	% Change	% of Salary	% of Target Direct Compensation	Peer Group Median (2)
Base Salary	$550,000	9%	(3)	26%	$555,000
Target Short-Term Incentive	$440,000	9%	80%	21%	$405,000
Target Long-Term Incentives	$1,100,000	—	200%	53%	$1,075,000
Target Total Direct Compensation	$2,090,000	4%	(3)	100%	$2,075,000

(1) Mr. McLellan served as our Senior Vice President - Commercial throughout 2016 and until February 6, 2017, when he became our Senior Vice President - Brazil.

(2) Peer Group data reflects independent observations, so elements do not add to the Target Total Direct Compensation.

(3) Not meaningful.

The table above shows the components of Mr. McLellan’s target direct compensation as set by our Compensation Committee in March 2017, as well as the comparator group median for each component. In March 2017, our Compensation Committee increased Mr. McLellan’s target total direct compensation to $2,090,000 from the $2,007,200 set in March 2016, or 4%, in the form of a 9% increase in his base salary and target dollar amount of his short-term incentive. In setting the new amount and mix of Mr. McLellan’s target total direct compensation, our Compensation Committee considered the relative positioning of his compensation within our comparator group and the Committee’s assessment of his individual performance, leadership behaviors and achievements in 2016. Specific contributions included his leadership of our Commercial and Supply Chain groups and our record 2016 sales volumes in our International Distribution segment. Our Compensation Committee maintained the target dollar amount of Mr. McLellan’s long-term incentive award at the same level as in the prior year, because our Compensation Committee believed this level continued to reflect an appropriate amount of compensation in light of the factors discussed above.

Expatriate Agreement. On May 18, 2017, we entered into an expatriate agreement with Mr. McLellan in connection with his agreement to relocate to our São Paulo, Brazil office, where he has led our existing Brazil operations and the pre- and post-closing integration planning for the Acquisition. We expect that Mr. McLellan's international assignment will continue until June 14, 2019. Under the agreement, Mr. McLellan is entitled to benefits that are designed to minimize the financial impact of the international assignment, and minimize its disruption to his family. Among the benefits offered are tax equalization payments, tax consultation and preparation assistance, participation in an international health plan for Mr. McLellan and his eligible dependents, housing assistance, travel allowances, relocation assistance, automobile assistance and transition assistance. We are also obligated to provide Mr. McLellan with relocation assistance for his move back to the United States upon completion of his assignment. Mr. McLellan’s annual base salary and the target dollar amount of his target short-term incentive were not modified by the agreement.

Retention Award. Also in connection with and consideration of Mr. McLellan’s agreement to relocate to Brazil, on May 17, 2017 our Compensation Committee authorized a retention award for him in the amount of $1.1 million, having a grant date of June 15, 2017. The retention award will vest on June 14, 2019 provided that Mr. McLellan is employed by us at that date, and will be payable in the form of shares of our Common Stock with a fair market value on the date of vesting equal to the amount of the retention award. The retention award will not vest in the event of a change in control or for any other reason unless Mr. McLellan is employed by us on the vesting date.

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Walter F. Precourt III Senior Vice President - Phosphates (1)	2017	% Change	% of Salary	% of Target Direct Compensation	Market Median (2)
Base Salary	$470,000	11%	(3)	26%	$555,000
Target Short-Term Incentive	$329,000	29%	70%	18%	$405,000
Target Long-Term Incentives	$1,000,000	33%	213%	56%	$1,075,000
Target Total Direct Compensation	$1,799,000	26%