DEF 14A of Mosaic Co, Apr 24, 2024

DEF 14A of Mosaic Co

Filed Apr 24, 2024 · FY20230002001901-24-000039

Open on EDGAR

  1. Director Nominees

    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 at the 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”).

  2. Director Nominees

    | Name and Title | Age | Director Since | Independent | Committee Memberships | | | | | | | | | AC | CHR | CGN | EHSS | | Nominees for Election as Director | | | | | | | | | Cheryl K. Beebe | 68 | 2019 | X | £ | | ¤ | | | Retired, Executive Vice President and Chief Financial Officer Ingredion Incorporated | | | | | | | | | Bruce M. Bodine | 52 | 2023 | | | | | | | President and Chief Executive Officer The Mosaic Company | | | | | | | | | Gregory L. Ebel | 60 | 2012 | X | ¤ | | ¤ | | | President and Chief Executive Officer Enbridge, Inc. | | | | | | | | | Timothy S. Gitzel | 62 | 2013 | X | | £ | ¤ | | | President and Chief Executive Officer Cameco Corporation | | | | | | | | | Emery N. Koenig | 68 | 2010 | X | | | ¤ | £ | | Retired, Vice Chair, Chief Risk Officer and Member of Corporate Leadership Team Cargill Incorporated | | | | | | | | | Jody L. Kuzenko | 54 | 2024 | X | | ¤ | | ¤ | | President and Chief Executive Officer Torex Gold Resources, Inc. | | | | | | | | | David T. Seaton | 62 | 2009* | X | ¤ | ¤ | | | | Former Chair and Chief Executive Officer Fluor Corporation | | | | | | | | | João Roberto Gonçalves Teixeira | 58 | 2022 | X | ¤ | | | ¤ | | Former Chief Executive Officer Copersucar S.A. | | | | | | | | | Gretchen H. Watkins | 55 | 2020 | X | | ¤ | | ¤ | | President Shell USA, Inc. | | | | | | | | | Kelvin R. Westbrook | 68 | 2016 | X | | | £ | ¤ | | President and Chief Executive Officer KRW Advisors, LLC | | | | | | | |

  3. Director Nominees

    * Mr. Seaton served on our Board from April 2009 to May 2019 and then returned beginning in September 2019.

  4. Director Nominees

    | AC: | Audit Committee | | CHR: | Compensation and Human Resources Committee | | CGN: | Corporate Governance and Nominating Committee | | EHSS: | Environmental, Health, Safety and Sustainable Development Committee | | £: | Committee Chair | | ¤: | Committee Member |

  5. Director Nominees

    Director Nominee Composition Highlights The Board of Directors considers the qualifications of each director candidate and the overall composition of the Board. We are committed to diversity and a balance of tenure that brings experience as well as new perspectives to Board deliberations.

  6. Director Nominees

    | Diversity of director nominees (percentage reflects diversity of gender, ethnicity or race) | | |

  7. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our Board has nominated 10 directors for election at the 2024 Annual Meeting. The director nominees, if elected, will serve until the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) or until their successors are elected and qualified. With the exception of Bruce M. Bodine and Jody L. Kuzenko, each nominee was previously elected at Mosaic’s 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”). The Corporate Governance and Nominating Committee, as it considered director succession planning, retained Egon Zehnder, an independent executive search firm, to assist with its director search activities and recommend candidates who satisfied the Board’s criteria. Ms. Kuzenko, who has extensive knowledge and experience in mining as well as a deep understanding of the Canadian business and legal environments, was identified by Egon Zehnder and recommended by the Corporate Governance and Nominating Committee to be elected to the Board. Ms. Kuzenko was elected to our Board in January 2024. 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 Corporate Governance Guidelines further provide that, if an incumbent director fails to receive the required vote for re-election, the director will tender his or her resignation and 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 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 listed below. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

  8. 2024 Director Nominees

    2024 Director Nominees

  9. 2024 Director Nominees

    | | | Cheryl K. Beebe | | | | | Occupation and Experience | | | | | From February 2004 until her retirement in January 2014, Ms. Beebe served as the Chief Financial Officer of Ingredion Incorporated (formerly named Corn Products International, Inc.), a manufacturer and seller of a number of ingredients to food and industrial customers. Ms. Beebe also served Ingredion as Executive Vice President beginning in 2010 until her retirement in 2014. Ms. Beebe previously served Ingredion as Vice President, Finance from July 2002 to February 2004, as Vice President from February 1999 to 2004 and as Treasurer from 1997 to February 2004. | | | Age | 68 | Key Skills and Qualifications | | | Director Since | 2019 | Financial Expertise, Leadership and Audit Committee Experience - Extensive leadership experience as Chief Financial Officer and in other senior financial leadership roles at a public company, as well as service on other public company audit committees, allows her to serve as an “audit committee financial expert” within the meaning of SEC Rules. International Business and Strategic Leadership - Extensive knowledge and experience in managing, financing and operating global businesses, including strategic planning and mergers and acquisitions. Agricultural Business Expertise - Significant experience in managing global agricultural commodities, including an agricultural based ingredient business. Risk Management - Executive experience in risk management. | | | Independent | | | | | Committees | | | | | Audit (Chair) Corporate Governance and Nominating | | | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Packaging Corporation of America Goldman Sachs Asset Management (GS Trust, GS Trust II, GS ETF Trust, GS ETF Trust II, GS Real Estate Diversified Income Trust, GS Variable Insurance Trust) | Hanesbrands Inc. (2020 - 2023) |

  10. 2024 Director Nominees

    | | | Bruce M. Bodine | | | | Occupation and Experience | | | | Mr. Bodine was appointed our Chief Executive Officer in January 2024 and our President in August 2023. He previously served as our Senior Vice President - North America from April 2020 until August 2023 and as our Senior Vice President – Phosphates from January 2019 to April 2020 during which time he also provided executive oversight for our corporate procurement organization. Prior to that, Mr. Bodine served as our Senior Vice President - Potash (from June 2016 to December 2018); as our Vice President - Potash (from April to May 2016); as our Vice President - Supply Chain (from August 2015 to March 2016); as our Vice President - Operations Business Development (from October 2014 to August 2015); and as Vice President - Operations for our Esterhazy and Colonsay potash production facilities (from July 2013 to October 2014). Before that, Mr. Bodine held various plant and mine development management positions in our Phosphates and Potash segments beginning with Mosaic’s formation in 2004. | | Age | 52 | | | Director Since | 2023 | | | | | Key Skills and Qualifications | | Committees | | | | | | 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. | | None | | |

  11. 2024 Director Nominees

    | | | Gregory L. Ebel | | | | | Occupation and Experience | | | | | Mr. Ebel was elected President and Chief Executive Officer of Enbridge, Inc., an energy delivery company based in Calgary, Alberta, Canada (“Enbridge”), effective as of January 1, 2023. Prior to January 2023, Mr. Ebel served as Chair of Enbridge since its merger with Spectra Energy Corp (“Spectra Energy”) in early 2017. Mr. Ebel served as Chair, President and Chief Executive Officer of Spectra Energy from April 2014 to February 2017, as President and Chief Executive Officer of Spectra Energy from January 2009 to April 2014; as Group Executive and Chief Financial Officer of Spectra Energy from January 2007 to January 2009; as President of Union Gas Limited, a subsidiary of Spectra Energy, from January 2005 until January 2007; and as Vice President, Investor and Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. | | | Age | 60 | | | | Director Since | 2012 | | | | Independent | | | | | Committees | | Key Skills and Qualifications | | | Independent Chair of the Board Audit Corporate Governance and Nominating | | Executive Leadership - Breadth of senior executive and policy-making roles at Enbridge, Spectra Energy and Duke Energy Corporation, 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 organizations in the areas of strategic development and mergers and acquisitions at Enbridge, Spectra Energy and Duke Energy. Risk Management - Executive experience in risk management and holds a Certificate in Cybersecurity Oversight issued by Carnegie Mellon University Software Engineering Institute. | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Enbridge, Inc. | Baker Hughes Company (2019 - 2022) |

  12. 2024 Director Nominees

    | | | Timothy S. Gitzel | | | | | Occupation and Experience | | | | | Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation (“Cameco”), 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. | | | Age | 62 | Key Skills and Qualifications | | | Director Since | 2013 | Executive Leadership - Executive leadership experience in a multi-national company. 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 25 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. | | | Independent | | | | | Committees | | | | | Compensation and Human Resources (Chair) Corporate Governance and Nominating | | | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Cameco Corporation | None |

  13. 2024 Director Nominees

    | | | Emery N. Koenig | | | | Occupation and Experience | | | | Mr. Koenig is the retired Vice Chair and Chief Risk Officer of Cargill, Incorporated (“Cargill”). Mr. Koenig held this position since September 2013 and also served as a member of Cargill’s Corporate Leadership Team and board of directors since December 2009 until his retirement in February 2016. Previously, Mr. Koenig served as leader of Cargill’s 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. | | Age | 68 | | | | | Key Skills and Qualifications | | Director Since | 2010 | | | | | 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. | | Independent | | | | Committees | | | | EHSS (Chair) Corporate Governance and Nominating | | |

  14. 2024 Director Nominees

    | | | Jody L. Kuzenko | | | | | Occupation and Experience | | | | | Ms. Kuzenko has served as President and Chief Executive Officer of Torex Gold Resources, Inc. (“Torex”), an intermediate gold producer engaged in mining, since June 2020. Ms. Kuzenko joined Torex as its Chief Operating Officer in October 2018. Prior to joining Torex, Ms. Kuzenko served as Director, Business Strategy of Vale Canada Limited, formerly Inco Limited (“Vale”), the nickel, mining and metals division of Vale S.A., a global mining company producing iron ore, pellets, and nickel, from August 2017 to July 2018, as Director, Refining for Vale from December 2015 to July 2017, and, from July 2004 to December 2015, held roles of increasing responsibility in operations and business management. | | | Age | 54 | Key Skills and Qualifications | | | Director Since | 2024 | Executive Leadership - Senior executive experience with multi-national companies in a broad variety of leadership positions, including in the areas of operations, strategic development, law, and as chief executive officer. Business, Government and Regulatory Affairs in Canada - Extensive experience in operations, business strategy, government and regulatory affairs in Canada, where we have significant business operations. Mining Experience - Approximately 20 years of senior management experience in international mining activities with Vale and Torex. Legal Experience - Core legal experience as a Canadian attorney in private practice and in-house counsel. | | | Independent | | | | | Committees | | | | | Compensation and Human Resources EHSS | | | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Torex Gold Resources Inc. | None |

  15. 2024 Director Nominees

    | | | David T. Seaton | | | | | Occupation and Experience | | | | | Mr. Seaton is the former Chair and Chief Executive Officer of Fluor Corporation, a professional services firm (“Fluor”). He was elected chairman in February 2012 and became a member of Fluor’s board of directors and its Chief Executive Officer in February 2011 and served in such positions until May 2019. 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 held numerous positions in both operations and sales globally since joining Fluor in 1984. | | | Age | 62 | Key Skills and Qualifications | | | Director Since | 2009* | Project Management - Extensive experience in leading major projects. Executive Leadership - Experience as a Chief Executive Officer and in other executive leadership and policy-making roles in a public company. Experience overseeing the Chief Financial Officer at Fluor Corporation allows him to serve as an “audit committee financial expert” within the meaning of SEC rules. Leadership of Global Operations - Experience in leadership of a large, global business. Energy and Chemicals Markets Experience - Experience in energy and chemicals markets. Risk Management - Executive experience in risk management. | | | Independent | | | | | Committees | | | | | Audit Compensation and Human Resources | | | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | ConocoPhillips Company | Fluor Corporation (2011 - 2019) |

  16. 2024 Director Nominees

    *Mr. Seaton served on our Board from April 2009 to May 2019 and then returned beginning in September 2019.

  17. 2024 Director Nominees

    | | | João Roberto Gonçalves Teixeira | | | | | Occupation and Experience | | | | | Mr. Teixeira is the former Chief Executive Officer of Copersucar S.A., a Brazilian sugar, ethanol and logistics corporation (“Copersucar”). Mr. Teixeira served as Chief Executive Officer of Copersucar from December 2018 until 2022 and was responsible for managing financial and operational risks. Between 2017 and 2018, Mr. Teixeira was a founding partner of Inviste, a proprietary investment company in the real estate, venture capital and impact businesses. From 2011 to November 2016, Mr. Teixeira was with Banco Votorantim S.A., first as Head of Wholesale Banking and subsequently as Chief Executive Officer. He was previously in executive positions with Santander Group in Brazil, where he served as Executive Vice President, Head of Corporate and Investment Banking and Managing Director. From 1995 to 2002, Mr. Teixeira was Head of Investment Banking - Brazil for Dresdner Kleinwort Wasserstein, was a special advisor to the Minister of Finance from 1990 to 1992 and professor of economics at Pontifical Catholic University from 1988 to 1999. | | | Age | 58 | | | | Director Since | 2022 | | | | Independent | | | | | Committees | | Key Skills and Qualifications | | | Audit EHSS | | Executive Expertise and Leadership - Extensive experience as a Chief Executive Officer and in other leadership roles at several companies. Financial Expertise and Leadership - Significant experience in the financial services industry as well as corporate and investment banking. Brazilian Markets - Extensive knowledge and experience leading organizations and transacting business in Brazil. Risk Management - Executive experience in financial and operational risk management. | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Fleury S.A. | Br Malls Participações S.A. (2018 - 2023) |

  18. 2024 Director Nominees

    | | | Gretchen H. Watkins | | | | Occupation and Experience | | | | Ms. Watkins has been president of Shell USA, Inc., formerly Shell Oil Company, Inc., (“Shell”), an energy and petrochemicals company and producer of new energies, natural gas, oil and other products, since May 2018. Ms. Watkins also served as Executive Vice President of Shell’s Global Shales business from May 2018 to June 2021. From October 2016 until its sale to Total Energies in May 2018, Ms. Watkins served as Chief Executive Officer of Maersk Oil and Gas ("Maersk"), a Danish oil and gas company. From January 2014 to October 2016, Ms. Watkins served as Chief Operating Officer of Maersk. From June 2008 to September 2013, Ms. Watkins held various corporate officer positions at Marathon Oil Company. Prior to this, Ms. Watkins held a number of executive level roles in three different continents with BP plc. | | Age | 55 | | | Director Since | 2020 | | | | | Key Skills and Qualifications | | Independent | | Executive and Operational Leadership - Extensive global leadership experience, including as Chief Executive Officer and in other strategic and policy making leadership roles at various commodity businesses. Business and Government Affairs - Executive experience in government and regulatory affairs in the U.S., particularly in the area of energy policy. Project Management and Delivery - Extensive experience in leading major international energy projects. Risk Management - Executive experience in risk management. | | Committees | | | | Compensation and Human Resources EHSS | | |

  19. 2024 Director Nominees

    | | | Kelvin R. Westbrook | | | | | Occupation and Experience | | | | | 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 Chair 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. | | | Age | 68 | Key Skills and Qualifications | | | Director Since | 2016 | Executive and Operational Leadership - Extensive leadership experience, including as Chief Executive Officer 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. | | | Independent | | | | | Committees | | | | | Corporate Governance and Nominating (Chair) EHSS | | | | | | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | Archer Daniel Midland Company T-Mobile US Inc. Camden Property Trust | None |

  20. Directors’ Skills Matrix

    Directors’ Skills Matrix The Corporate Governance and Nominating Committee has determined that each of the nominees is qualified to continue to serve as a director of the Company. The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on the Board. Each director nominee’s biography stated above describes the nominee’s qualifications and relevant experience in more detail.

  21. Directors’ Skills Matrix

    | Qualifications, Skills & Experience | Beebe | Bodine | Ebel | Gitzel | Koenig | Kuzenko | Seaton | Teixeira | Watkins | Westbrook | | General Management | a | a | a | a | a | a | a | a | a | a | | Public CEO | | a | a | a | | a | a | | | | | International Business | a | a | a | a | a | a | a | | a | | | Mining/Extractive Industry | | a | | a | | a | a | | | | | Operations Management, Large Capex | | a | a | | a | a | a | | a | | | Finance | a | | a | | | | a | a | | | | Mergers and Acquisitions | a | | a | | | | a | a | | a | | Capital Markets | a | | a | | | | | a | | | | Agriculture | a | a | | | a | | | a | | a | | Commodity Businesses | a | a | a | a | a | a | | a | a | | | Public Policy | | | a | a | | | a | | a | a | | Sustainability/Environment | | a | a | a | a | a | a | | a | | | Canada Issues | a | a | a | a | | a | | | a | | | Florida Issues | | a | | | | | | | | | | Brazil Issues | a | | | | a | | | a | | | | Logistics | | a | a | a | a | a | a | | a | | | Information Technology | a | | a | | a | | | | | a | | Legal | | | | a | | a | | | | a | | Corporate Governance | | | a | a | a | | | a | | a | | Human Resources | | | a | a | a | a | | a | | a | | Science and Innovation | | a | | a | | | a | | a | | | Risk Management | a | a | a | a | a | a | a | a | a | a |

  22. Nomination and Selection of Directors

    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 and firms specializing in director search firms; •consultations with senior management; and •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. After considering this recommendation, the Board determines its nominees. 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 – Governance – 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 2025 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  24. Director Compensation Policy

    Director Compensation Policy The director compensation policy provides for the following retainers for our non-employee directors: •an annual cash retainer of $180,000 to our Board Chair and $105,000 to each other director, which was increased to $200,000 and $125,000, respectively, effective January 1, 2024; •an annual cash retainer of $24,000 to the Chair of our Audit Committee, which was increased to $25,000, effective January 1, 2024; •an annual cash retainer of $20,000 to the Chair of our Compensation and Human Resources Committee; and •an annual cash retainer of $15,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or EHSS Committee, which was increased to $20,000, effective January 1, 2024. In addition, the director compensation policy provides for an annual grant of RSUs, with a grant date fair value of $262,500 for our Board Chair and $157,500 for each other non-employee director, which was increased to $175,000, effective on the date of the 2024 Annual Meeting. New non-employee directors elected to our Board on a date other than the date of our annual meeting of stockholders receive a prorated grant of RSUs effective on the date of their election to our Board. The Board approved the January 1, 2024 increase in director compensation upon the recommendation of the Corporate Governance and Nominating Committee following its annual review of our director compensation policy and consultation with Pay Governance, LLC. The RSUs are granted following each annual meeting where a non-employee director is elected or re-elected and vest on the date of the next annual meeting. RSUs granted prior to 2022 are subject to an additional holding period and shares are not issued until the third anniversary of the grant date. Beginning with the grants made in 2022, RSUs vest and shares are issued on the date of the next 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. 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. Vested but unissued RSUs of a director who is removed for cause will be forfeited, and 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 RSUs 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 following vesting of the award. A director may elect up to half of the RSUs granted to the director to be paid in cash rather than shares of Common Stock. The Mosaic 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 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “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. The Mosaic 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. 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. 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. The following table and accompanying narrative and notes provide information about our compensation for service as a non-employee director during 2023.

  25. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table

  26. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3) | All Other Compensation ($) (4) | Total ($) | | Cheryl K. Beebe | $129,000 | $157,490 | $21,609 | $308,099 | | Gregory L. Ebel | 180,000 | 262,494 | 36,221 | 478,715 | | Timothy S. Gitzel | 125,000 | 157,490 | 21,609 | 304,099 | | Denise C. Johnson (5) | 105,000 | 157,490 | 21,609 | 284,099 | | Emery N. Koenig | 120,000 | 157,490 | 21,609 | 299,099 | | David T. Seaton | 105,000 | 157,490 | 21,609 | 284,099 | | Steven M. Seibert | 105,000 | 157,490 | 21,609 | 284,099 | | João Roberto Gonçalves Teixeira | 105,000 | 157,490 | 967 | 263,457 | | Gretchen H. Watkins | 105,000 | 157,490 | 21,609 | 284,099 | | Kelvin R. Westbrook (6) | — | 157,490 | 21,609 | 179,099 |

  27. 2023 Non-Employee Director Compensation Table

    (1)Reflects the aggregate amount of the cash retainers earned or paid for 2023. (2)Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or FASB ASC 718. The assumptions used in our valuation of these awards are discussed in note 21 to our audited financial statements for 2023 included in the 2023 10-K Report. (3)The following table shows the number of RSUs held at December 31, 2023 by each non-employee director who served during 2023:

  28. 2023 Non-Employee Director Compensation Table

    | Director | Restricted Stock Units Held at December 31, 2023 (#) | Vesting Date | | Gregory L. Ebel | 7,439 | 5/19/2022 | | | 7,682 | 6/6/2024 | | Each of Cheryl K. Beebe, Timothy S. Gitzel, Denise C. Johnson(a), Emery N. Koenig, David T. Seaton, Steven M. Seibert, Gretchen H. Watkins, and Kelvin R. Westbrook | 4,435 | 5/19/2022 | | | 4,609 | 6/6/2024 | | João Roberto Gonçalves Teixeira | 4,609 | 6/6/2024 |

  29. 2023 Non-Employee Director Compensation Table

    (a) The Board elected to accelerate the vesting of Ms. Johnson’s 2023 equity award effective on the date of her resignation. (4)Reflects dividend equivalent payments for 2023. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued. (5)Ms. Johnson resigned from our board effective as of January 1, 2024. (6)Mr. Westbrook earned $120,000 in cash compensation for 2023, all of which he elected to defer pursuant to the terms of the Mosaic Non-Qualified Deferred Compensation Plan.

  30. Executive Compensation Program

    Executive Compensation Program Compensation Philosophy and Program Objectives Our executive compensation program aims to align with our stockholders’ interests by tying executive pay to the successful execution of our long-term strategic plan and achievement of our business objectives, as well as to support our ability to attract, retain and motivate key executives. Within this overall compensation philosophy, our Compensation and Human Resources Committee makes executive officer compensation decisions based on strategic progress, desired business direction, individual achievement and relative positioning within our peer group. The Compensation and Human Resources Committee approved an updated executive compensation philosophy in 2021 following consultation with its independent compensation consultant. Our executive compensation program is designed to build a 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 market and other external factors, including: •price, supply and demand of our fertilizer products and the key product inputs; •market prices for end-customer products which have an impact on the demand and/or affordability of products/services; •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. As a result, our incentive plans reward achievement of key financial and operational performance measures that take into consideration the impact of external factors, yet are within the control of management. In 2023, our short-term incentive plan metrics, as discussed under “2023 Short-Term Incentive Measures” on page 38, remained largely identical to 2022, to continue the incentive design direction we started in 2021. In 2021, our CHR Committee redesigned our short-term incentive plans to align with our six global strategic priorities which are discussed under “Executing our Strategy” on page 3. In addition to corporate financial metrics which comprise 65% of their target short-term incentive, executive officers continue to have 20% of their target short-term incentive tied specifically to individual goals related to our six strategic priorities, and have 15% tied to our ESG scorecard which includes safety and sustainability progress. Program elements are designed to work in concert to meet Mosaic’s business and executive talent objectives in a way that align with the interests of our stockholders. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results. When evaluating the competitiveness of our program, we look at total direct compensation rather than each element individually. In this way, we are better able to track and manage program costs in the same manner as other business expenses. Elements of Compensation The elements of our executive compensation program for our Named Executive Officers include:

  31. 2023 Pay Mix

    Although the value of RSUs at payout may vary from their value on the date of grant, we have included RSUs in our definition of "at risk" pay. If we do not consider RSUs to be "at risk", then "at risk" pay for our CEO and other Named Executive Officers would be 60% and 54%, respectively.

  32. Short-Term Incentive Program

    Short-Term Incentive Program Overview Our Named Executive Officers are eligible to earn annual cash incentive compensation under our short-term incentive plan. Short-term incentive opportunities ranged from 75% to 140% of base salary for our Named Executive Officers. Cash incentives are awarded in March of each year and are payable only if, and to the degree, we achieve enterprise-wide performance measures. Our Compensation and Human Resources Committee has the ability to exercise negative discretion to reduce or eliminate payouts under the short-term incentive plan if it deems appropriate. The Compensation and Human Resources Committee evaluated Named Executive Officer performance against their strategic goals, but did not otherwise apply any discretion in respect of 2023 incentives.

  33. Short-Term Incentive Program

    | Named Executive Officer | Target Opportunity as % of Base Salary | 2023 Target Payout | % of Target Total Direct Compensation | | James ("Joc") C. O'Rourke | 140% | $1,925,000 | 16.5% | | Clint C. Freeland | 90% | 684,000 | 17.3% | | Bruce M. Bodine | 75% | 483,750 | 16.5% | | Karen A. Swager | 75% | 450,000 | 16.4% | | Corrine D. Ricard | 75% | 476,250 | 16.9% |

  34. Short-Term Incentive Program

    The short-term incentive target for Mr. Bodine and Freeland and Ms. Swager did not change as result of their new responsibilities during 2023. Based on the adjusted base salaries that were effective November 1, 2023, for Mr. Freeland and for Ms. Swager, their 2023 Target Payouts were adjusted to $720,000 and $476,250 respectively. 2023 Short-Term Incentive Measures The performance measures utilized in our short-term incentive plan are linked to achievement of our business strategies and indicators of operational excellence while driving stockholder value. 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 and improve margins, including development of new products that improve crop yields, (3) produce strong, consistent cash flow and manage working capital, (4) deliver progress on our ESG scorecard, considering sustainability goals, which included diversity and inclusion initiatives and MMS implementation and effectiveness, (5) make new capital investments that support our strategies, and (6) execute on the annual projects related to our six global strategic priorities. While the Named Executive Officers have individual strategic goals, the rest of their short-term incentive measures are corporate goals.

  35. Short-Term Incentive Program

    | Short-Term Incentive Measure | Weight | Purpose and Structure | | Incentive Adjusted Operating Earnings (1) | 25% | •Incentive Adjusted Operating Earnings provides focus on the profitability of the business. It creates messaging around revenue growth, margin expansion, and control over overhead costs. •Performance targets are developed considering the annual budget. •Both target and actual performance are calculated before incentive expenses and part-year consolidated income from acquisitions made during the year. The Compensation and Human Resources Committee has approved nine guiding principles for other adjustments related to significant unplanned events which may occur during the year which are generally beyond the control of plan participants (restructuring charges; non-cash write off of long-term assets; unrealized derivative gains and losses; merger, acquisition, divestiture or joint venture activity; changes to government regulations; significant legal settlements; natural disasters; significant, non-routine business decisions; and significant, unanticipated changes to internal accounting policy). | | Incentive Free Cash Flow (1) | 20% | •Focuses on our ability to generate cash and support our investment grade credit rating. •Performance targets are developed considering the annual budget and correspond to cash flow expectations communicated to investors. •Targets are derived from budgeted enterprise operating earnings, cash flow from operations and sustaining capital expenditures, replacing certain non-cash items with related cash outlays (e.g., cash taxes vs. accounting taxes). | | Cost Control | 10% | •Cost Control measures performance of production cost per tonne as well as global corporate overhead. The production cost per tonne performance of rock, potash, conversion, and blending, along with corporate selling, general, and administrative (“SG&A”) expenses, all factor into this measure based on actual production. •Performance targets are based on the annual budget and correspond to production costs shared with investors, where applicable. For incentive purposes, incentive-related expenses and mergers and acquisitions (“M&A“) expenses are excluded. Actual production is used for determining both target and actual performance. | | Performance Product Sales | 10% | •Focuses on achieving sales of our premium products, including MicroEssentials®, K-Mag® and Aspire®, which we believe provide us with a competitive advantage with customers. •Performance targets are primarily developed based on the annual budget, which generally exceeds the prior year actual performance, and validated based on the first 2023 forecast for the year. | | Environmental, Social and Governance (ESG) Performance Scorecard •Sustainability Goals •EHS - MMS | 15% | •The ESG Scorecard is divided equally between the Sustainability Goals and Environmental, Health, and Safety (“EHS”) metric with the strategic intention to: –measure the Company’s progress to achieve the long-term targets of our 14 sustainability goals, with completion dates of 2025 and 2030; and –improve the EHS processes and controls through the MMS which outlines foundational elements that drive continuous improvement. | | Strategic Goals | 20% | •Focuses on achieving key milestones of our six global strategic priorities. •Each Named Executive Officer has two to four specific individual goals which are reviewed and approved by the Compensation and Human Resources Committee and, with respect to the CEO, the Board of Directors, in the first quarter of the year. All of the goals link directly to our six global strategic priorities. These goals are intended to be leading indicators of future financial and operational success of the company. |

  36. Short-Term Incentive Program

    (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. 2023 Short-Term Performance Levels The financial and ESG metrics of the short-term incentive plan for our Named Executive Officers are the same as those which apply to non-sales salaried employees globally. This ensures focus, alignment and a concerted effort toward achieving goals we view as challenging but achievable and that define expected business performance. In addition, our Named Executive Officers also have two to four individual strategic goals tied to the achievement of milestones related to our six global strategic priorities. The following table provides the 2023 performance measures under the short-term incentive plan and expected payout at threshold, target and maximum performance levels. Beginning in 2022, we incorporated a range around target where incentive payouts would minimally change, a "flat spot", to reduce windfall gains and losses associated with market price swings. Flat spots were used with Incentive Adjusted Operating Earnings, Incentive Free Cash Flow and Corporate SG&A within Cost Control, but not for the other metrics.

  37. Short-Term Incentive Program

    | Short-Term Incentive Measure | Threshold | | Target | | Maximum | | | | Performance Level ( if < ) | Payout % of Target | Performance Level | Payout % of Target | Performance Level | Payout % of Target | | Incentive Adjusted Operating Earnings (1) (millions) | $3,000 | —% | $4,000 | 25% | $5,000 | 50% | | Incentive Free Cash Flow (1) (millions) | $1,665 | —% | $2,665 | 20% | $3,665 | 40% | | Cost Control (2) (millions) | — | —% | — | 10% | — | 20% | | North America Result (pre-SG&A) | —% | —% | 100% | 3.33% | 200% | 6.66% | | Mosaic Fertilizantes Result (pre-SG&A) | —% | —% | 100% | 3.33% | 200% | 6.66% | | Corporate SG&A (millions) | $471 | —% | $426 | 3.34% | $381 | 6.68% | | Performance Product Sales (million tonnes) | 4.12 | —% | 4.33 | 10% | 4.78 | 20% | | ESG Scorecard | — | —% | — | 15% | — | 30% | | Sustainability Goals (3) | 8 Goals on Track | —% | 11 Goals on Track | 7.5% | 14 Goals on Track | 15% | | EHS metric (4) | 73 | —% | 79 | 7.5% | 82 | 15% | | Strategic Goals | Not Achieved | —% | Achieved | 20% | Exceptional | 40% | | Corporate Sub-Plan Goals Total | — | —% | — | 100% | — | 200% | | Linear interpolation is applied when performance falls between threshold and target and target and maximum. (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. | | | | | | | | (2) Cost control is measured 1/3 North America cost per tonne performance, 1/3 Mosaic Fertilizantes cost per tonne performance and 1/3 Corporate SG&A cost performance. North America cost per tonne measures rock, conversion and potash costs per tonne; Mosaic Fertilizantes cost per tonne measures rock, conversion, potash and blending costs per tonne; and Corporate SG&A measures global SG&A from all units. | | | | | | | | (3) The payout will be determined based on the Company’s progress in 2023 to achieve the long-term targets of our 14 Sustainability goals, with completion dates of 2025 and 2030. This is a broad group of few qualitative and most quantitative goals, with focus on ESG areas, including Diversity and Inclusion efforts. The minimum, target or maximum payout will be calculated considering the number of sustainability goals “on-track” to achieve the long-term goals considering the range shown in the table above. | | | | | | | | (4) The EHS metric will be measured considering the MMS implementation and effectiveness, which outlines foundational elements that drive continuous EHS improvement – our policies, leadership, risk assessment, legal requirements, training, documentation, emergency planning, inspections, preventative actions, and management reviews are some of the components of the system. The payout will be determined according to the final score achieved, as demonstrated above. | | | | | | |

  38. Short-Term Incentive Program

    2023 Short-Term Incentive Actual Payouts The following tables provide the results for each performance measure for 2023.

  39. Short-Term Incentive Program

    | Corporate Performance Measures (Weighted at 80% of Target Opportunity) | 2023 Actual Performance | Performance Factor | Metric Weighting | 2023 Actual Payout % of Target | | Incentive Adjusted Operating Earnings (1) (millions) | $1,750 | —% | 25.0% | —% | | Incentive Free Cash Flow (1) (millions) | $1,599 | —% | 20.0% | —% | | Cost Control (2) (millions) | | 82.0% | 10.0% | 8.2% | | North America Result (pre-SG&A) | 31% | 39.0% | 3.3% | 1.3% | | Mosaic Fertilizantes Result (pre-SG&A) | 73% | 91.0% | 3.3% | 3.0% | | Corporate SG&A (millions) | $413 | 118.0% | 3.3% | 3.9% | | Performance Product Sales (million tonnes) | 4.12 | —% | 10.0% | —% | | ESG Scorecard | | 88.0% | 15.0% | 13.1% | | Sustainability Goals (3) | 10 Goals | 50.0% | 7.5% | 5.6% | | EHS metric (4) | 79 | 100.0% | 7.5% | 7.5% | | Corporate Sub-Plan Goals Total | | 26.7% | 80.0% | 21.4% |

  40. Short-Term Incentive Program

    | (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. | | (2) Cost control is measured as 1/3 North America cost per tonne performance, 1/3 Mosaic Fertilizantes cost per tonne performance and 1/3 Corporate SG&A cost performance. North America cost per tonne measures rock, conversion and potash costs per tonne; Mosaic Fertilizantes cost per tonne measures rock, conversion, potash and blending costs per tonne; and Corporate SG&A measures global SG&A from all units. The North America and Mosaic Fertilizantes results shown are a weighted average of the result on each cost control component. | | (3) The payout will be determined based on the Company’s progress in 2023 to achieve the long-term targets of our 14 Sustainability goals, with completion dates of 2025 and 2030. This is a broad group of few qualitative and most quantitative goals, with focus on ESG areas, including Diversity and Inclusion efforts. The minimum, target or maximum payout will be calculated considering the number of sustainability goals “on-track” to achieve the long-term goals considering the range shown in the table above. | | (4) The EHS metric will be measured considering the MMS implementation and effectiveness, which outlines foundational elements that drive continuous EHS improvement – our policies, leadership, risk assessment, legal requirements, training, documentation, emergency planning, inspections, preventative actions, and management reviews are some of the components of the system. The payout will be determined according to the final score achieved, as demonstrated above. |

  41. Short-Term Incentive Program

    | Meeting Strategic Goals (Weighted at 20% of Target Opportunity) | | 2023 Actual Payout % of Target | | James (“Joc”) C. O’Rourke | Strategic operational investment deployment; responsible operations focused on excellent EHS performance and social commitments; successfully transition to new operating model; significant progress on the long-term Global Digital Acceleration (“GDA”) initiative, optimize capital management; progress on Mosaic’s six global strategic priorities | 115.0% | | Clint C. Freeland | Execute a comprehensive program to leverage Capital Allocation Plan; deliver robust support to the GDA initiative; implement strategic changes on Finance organization to align global Finance and Information Technology organizations to capabilities delivered through GDA. | 125.0% | | Bruce M. Bodine | Implementation of North and South America Operations enterprise wide model; complete the Operations Strategic Projects; continue transformation progress in Operations. | 130.0% | | Karen A. Swager | Execute the Global Shared Services and Procurement areas integration; Safety and Risk Management improvements by implementing a comprehensive EHS improvement plan by increasing focus on the MMS; achieve GDA milestone for 2023 in Supply Chain. | 108.3% | | Corrine D. Ricard | Lead the Brazil business through the organization transition to a functional structure and work with Canpotex management on improvements to governance, processes, and talent. | 125.0% |

  42. Short-Term Incentive Program

    As a result of below target performance on Incentive Adjusted Operating Earnings and Incentive Free Cash Flow, below minimum Performance Product Sales, below target performance on ESG Scorecard progress, and performance on their individual strategic goals, the Named Executive Officers received short-term incentive payouts ranging from 43.0% to 47.4% of target. The actual payout amount for each Named Executive Officer is set forth below and in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.

  43. Short-Term Incentive Program

    | Named Executive Officer | 2023 Eligible Earnings | 2023 Target Opportunity % of Base Salary | Corporate Group Goals Attainment (80% wtg.) | Strategic Goal Attainment (20% wtg.) | Total Payout % | 2023 Actual Payout | | James ("Joc") C. O'Rourke | $1,358,063 | 140% | 26.7% | 115.0% | 44.4% | $843,400 | | Clint C. Freeland | 756,667 | 90% | 26.7% | 125.0% | 46.4% | 315,700 | | Bruce M. Bodine | 636,250 | 75% | 26.7% | 130.0% | 47.4% | 226,000 | | Karen A. Swager | 593,333 | 75% | 26.7% | 108.3% | 43.0% | 191,500 | | Corrine D. Ricard | 590,171 | 75% | 26.7% | 125.0% | 46.4% | 205,200 |

  44. Long-Term Incentive Program

    Long-Term Incentive Program Overview Long-term incentive (LTI) awards are generally made in March of each fiscal year under our 2014 Stock and Incentive Plan. After the 2023 Stock and Incentive Plan (“2023 Plan”) was approved by stockholders, awards were made from the 2023 Plan. The target value of long-term incentive opportunities for our Named Executive Officers varies based on responsibilities of the position, individual contribution to business outcomes, company performance and consideration of market data. In 2023, the awards consisted of one-third RSUs and two-thirds TSR performance units. One-half of the TSR performance units awarded to our Named Executive Officers will be settled in shares of Common Stock and one-half will be settled in cash. The Compensation and Human Resources Committee believes this combination effectively aligns the interests of Named Executive Officers with those of our stockholders by tying significant portions of the recipients’ compensation to the market price of our Common Stock while focusing on retention objectives.

  45. Long-Term Incentive Program

    | Named Executive Officer | 2023 | % of Target Total Direct Compensation | | James ("Joc") C. O'Rourke | $8,400,000 | 71.8% | | Clint C. Freeland | 2,500,000 | 63.4% | | Bruce M. Bodine | 1,800,000 | 61.5% | | Karen A. Swager | 2,100,000 | 61.8% | | Corrine D. Ricard | 1,700,000 | 60.5% |

  46. Long-Term Incentive Program

    As part of the CEO’s transition and internal reorganization, two LTI target changes occurred on November 1, 2023 Mr. Freeland’s changed from $2,000,000 to $2,500,000 and Ms. Swager’s changed from $1,600,000 to $1,700,000. As part of the approved promotion and in recognition of the material changes in their new roles, Mr. Freeland and Ms. Swager each received a one-time grant of restricted stock units valued at $500,000 which will vest on the third anniversary of the grant date. RSUs and TSR performance units vest after continued employment through the specified vesting and performance period, respectively, which is generally three years. For TSR performance units, there is an additional one-year holding period on the stock-settled portion of the award. Each type of award includes dividend equivalents, which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock from the date of issuance of each type of award, and which accumulate during the vesting period, but will be paid only with respect to vested units and only when we issue shares of our Common Stock after the awards vest. RSUs and TSR performance units are subject to “double trigger” vesting upon a qualified change-in-control, as described under “Potential Payments upon Termination or Change in Control - Treatment of Long-Term Incentive Awards,” on page 62, and vest upon a participant’s death, disability, retirement at or after age 60 with at least five years of service, or pro-rata vesting due to termination without cause after 12-months of the grant date as described within the award agreement (or pursuant to early retirement with the consent of our Compensation and Human Resources Committee). Time-Based RSUs RSUs compensate participants based on our stockholder return, and are subject to three-year cliff vesting, which means that the executive must remain employed with the Company for the full vesting period in order to earn any payout. As described in the 2023 LTI agreements, if termination without cause should occur after 12-months of the grant date and prior to the full vesting date, a prorated portion of unvested RSUs shall vest based on the number of months of service completed within the total vesting period. TSR Performance Units TSR performance units are performance-based, three-year incentive awards that reward recipients for return to stockholders via Mosaic stock price appreciation and declared dividends. We use absolute TSR instead of relative TSR because of the scarcity of direct competitors in the U.S. As a result of this scarcity, use of relative TSR, or any relative metric, would be volatile and risk payout windfalls or deficits that may not be appropriately tied to underlying operational performance. TSR performance units have both upside and downside potential based on positive or negative TSR performance, and they support our retention objectives with their pay for performance sensitivity. For awards granted in 2023, TSR performance units will not be earned by Named Executive Officers if the Company does not achieve cumulative positive adjusted net earnings* over the three years completed within the performance period. If cumulative positive adjusted net earnings are achieved, a target payout requires TSR growth of 10%. For example, if at the end of the three-year performance period, our stock price plus the value of dividends paid has increased by 10% from the Starting Value as defined in the award agreement, then the payout will be the target number of units granted. If TSR has increased by 20%, the number of units earned will be 111% of the target number of units granted. Conversely, if TSR has declined by 20%, then just 70% of the target number of units granted will vest. No TSR performance units will be earned by executive officers if we do not achieve positive adjusted net earnings or TSR has declined by more than 40% at the end of the three-year performance period. The maximum number of shares of Common Stock issued or settled in cash is earned if TSR has increased by 100%, and the number of shares of Common Stock issued is limited to 200% of the number of performance units awarded on the grant date; the maximum value of shares issued and cash paid is limited to 400% of the Starting Value as defined in the award agreement. For new awards granted in 2023, if termination without cause should occur after 12-months of the grant date and prior to the full vesting date, a prorated portion of unvested TSR performance units shall vest based on the number of months of service completed within the total vesting period. However, the TSR performance units will be settled at the normal time and still be subject to the performance conditions above. The portion of the award that settles in shares is subject to a one-year holding period following vesting. The following table reflects the range of TSR performance and corresponding payout as a percentage of target performance units, assuming that, for awards granted in 2023, cumulative positive adjusted net earnings are achieved. Performance between these points is interpolated on a straight-line basis.

  47. Long-Term Incentive Program

    | Performance Level | TSR Growth | Payout as % of Target Performance Units | | Maximum | 100% | 200% | | Target | 10% | 100% | | Threshold | (40)% | 50% | | | <(40)% | 0% |

  48. Long-Term Incentive Program

    TSR performance unit awards granted in 2020 for the 2020 through 2023 performance period which ended in March 2023, paid out at 153.94% of target. Responsible Share Usage Our Compensation and Human Resources Committee considers the cost and dilutive implications of long-term incentive grants. Our three-year average annual dilution rate from stock-based incentives is 0.28%. Our three-year average burn rate (defined as the number of option shares plus two times the number of units granted, divided by the total number of shares outstanding as of December 31, 2023) is 0.55%, which is in line with the average burn rate for companies within the basic materials industry. *Potential adjustments from GAAP net earnings include: restructuring charges; non-cash write off of long-term assets; unrealized derivative gains and losses; merger, acquisition, divestiture or joint venture activity; changes to government regulations; significant legal settlements; natural disasters; and significant, non-routine business decisions.

  49. Executive Compensation Governance

    | Key Roles in Named Executive Officer Compensation Process | | | Compensation and Human Resources Committee (1) | •Reviews and approves all aspects of our executive compensation program •Reviews and recommends to our independent directors the amount and mix of total target direct compensation awarded to our CEO •Annually sets the amount and mix of total direct compensation for the other Named Executive Officers •In making or changing its compensation decisions, the Compensation and Human Resources Committee considers: –our compensation philosophy and objectives –advice from its independent compensation consultant –recommendations by our CEO and Chief Administrative Officer –internal and external factors including market data for other Named Executive Officers | | | •Periodically reviews ESG matters that are relevant to the Committee’s oversight responsibilities, including the Human Capital report for inclusion in the 2023 10-K Report. •In considering its compensation decisions, the Compensation and Human Resources Committee engages an independent compensation consultant as discussed below. | | CEO | •Leads management in furnishing the advice and recommendations requested by the Compensation and Human Resources Committee •Provides perspective on operating the business including attracting, retaining and motivating our workforce, including key executives, and focusing our workforce’s attention on established goals •Annually reviews with and presents recommendations to the Compensation and Human Resources Committee for the compensation of each other executive officer | | Human Resources | •Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation and Human Resources Committee •Furnishes the Compensation and Human Resources Committee with market data and proxy analyses for market context and other information and analyses as requested •Assists the CEO with proposing pay packages for other Named Executive Officers | | Independent Compensation Consultant | •The Compensation and Human Resources Committee has sole authority to retain or replace the independent compensation consultant. The Compensation and Human Resources Committee engaged Pay Governance LLC (“Pay Governance”) to act as its independent compensation consultant. The Compensation and Human Resources Committee assessed the consultants’ independence pursuant to the NYSE listing standards and concluded the engagement did not raise any conflict of interest. In 2023, Pay Governance provided its recommendation to the Corporate Governance and Nominating Committee for the Company’s Non-Employee Director Compensation program in addition to supporting the Compensation and Human Resources Committee’s execution of their responsibilities. •The independent compensation consultant has been retained to provide the following services: –annual compensation market analysis for each of our executive officers –recommendations on our executive compensation program structure and design, including market trends and peer group composition –attendance at and participation in Compensation and Human Resources Committee meetings as requested by our Compensation and Human Resources Committee or its Chair –presentations of and advice regarding trends in executive compensation at each regularly scheduled Compensation and Human Resources Committee meeting –review compensation discussion and analysis section of the proxy –private sessions with the Compensation and Human Resources Committee Chair as requested by the Chair. | | Independent Directors | •Annually review CEO performance •Annually approve mix and amount of CEO total target direct compensation based on performance evaluation •Establish the level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements •Members of the EHSS Committee furnish the Compensation and Human Resources Committee with recommendations on short-term incentive plan EHS measures. |

  50. Executive Compensation Governance

    (1) Additional information about the Compensation and Human Resources Committee’s key responsibilities is provided under Committees of the Board of Directors - Compensation and Human Resources Committee on page 21. Annual Executive Compensation Process The Compensation and Human Resources Committee generally meets four times during the year to consider matters related to executive compensation. For the annual review of executive pay, the process begins in August and ends in March as follows: August: •The Compensation and Human Resources Committee approves the peer group of companies to be used for benchmarking pay for executive officers. December: •The independent compensation consultant provides the Compensation and Human Resources Committee with competitive executive compensation data as is described under “Benchmarking” below. •The Compensation and Human Resources Committee approves the design of the incentives for the coming year. March: •The independent compensation consultant provides the Compensation and Human Resources Committee with a comparative analysis of pay and performance. •The Compensation and Human Resources Committee is provided with tally sheets, as described below, and the December benchmarking data to aid in their decision making. •The Compensation and Human Resources Committee reviews the performance of each non-CEO executive officer and approves incentive payouts and the pay and incentives for each non-CEO executive officer for the current year. •In executive session with the independent compensation consultant, the Compensation and Human Resources Committee reviews the performance of the CEO and recommends to the Board for approval incentive payouts and the base salary and target incentive opportunities for the CEO for the current year. •The Compensation and Human Resources Committee or its delegate considers and recommends to the Board inclusion of the CD&A in the proxy statement and approves its compensation risk analysis, the CEO Pay Ratio and Pay vs. Performance. The Compensation and Human Resources Committee also meets in May to address other matters listed in its charter. At each regularly scheduled meeting, the independent compensation consultant provides the Compensation and Human Resources Committee with an overview of trends, regulatory updates, and other significant items involving executive compensation. For large decisions and program changes, management generally presents proposals one meeting in advance of determination to allow the Compensation and Human Resources Committee sufficient time to consider and provide its feedback regarding the proposals. Use of Tally Sheets To facilitate our Compensation and Human Resources Committee's understanding of the nature and amounts of total compensation and to assist with their overall evaluation of our executive compensation program, our Compensation and Human Resources Committee makes use of "tally sheets.” The tally sheets detail pay history, outstanding equity grants, potential gains from stock-based compensation, competitiveness of proposed compensation, indirect compensation and severance pay in the event of a qualifying termination of employment absent or related to a change in control of Mosaic. Benchmarking Use of Market Data The Compensation and Human Resources Committee reviews competitive executive compensation data based on a group of comparator or "peer group" companies. The Compensation and Human Resources Committee is also provided with data from general industry surveys prepared by Willis Towers Watson PLC but generally only relies on those to assess its overall compensation practices. Peer group benchmark information is gathered from proxy statement filings and other public disclosures. Peers were chosen by the Committee, with input from its independent compensation consultant and management, based on comparable industry (mining, chemical and agriculture), size (revenues, market capitalization, total assets and number of employees), business operations (global producer of commodity products with vertical integration), business imperatives (low cost producer and environmental sustainability), market attributes (price sensitive, reliability of supply and customer service) and similarity of pay practices. The Committee believes that companies with more comparable business dynamics are most relevant for executive compensation benchmarking, because they may compete at a number of levels such as executive talent, business and capital. The peer group below has been in place since 2020.

  51. Executive Compensation Governance

    | 2023 Mosaic Peer Group | | | | Air Products & Chemicals Inc. | Eastman Chemical Company | Nutrien Ltd. | | Alcoa Corporation | FMC Corporation | OLIN Corporation | | Barrick Gold Corporation | Freeport-McMoRan Inc. | PPG Industries Inc. | | Celanese Corp. | Huntsman Corporation | Teck Resources Limited | | CF Industries Holdings, Inc. | Newmont Mining Corp. | Westlake Chemicals Corporation | | Chemours Company | | |

  52. Other Executive Compensation Arrangements, Policies and Practices

    Other Executive Compensation Arrangements, Policies and Practices Expatriate Arrangements Bodine Expatriate Agreement. In 2023, we continued to provide benefits to Mr. Bodine under an expatriate agreement we entered into with him in 2016 when he assumed leadership of our Potash operations in Canada. Benefits provided in 2023 related to Mr. Bodine’s trailing tax obligations from his assignment, which ended in 2018, and included tax consultation and preparation assistance to Mr. Bodine. The benefits we provided in 2023 under this agreement are described in footnote 6 of the Summary Compensation Table on page 51. Swager Expatriate Agreement. In 2023, we provided benefits to Ms. Swager under an expatriate agreement we entered into with her in 2019, when she assumed leadership of our Potash operations in Canada. Benefits provided in 2023 related to Ms. Swager’s trailing tax obligations from her assignment, which ended in 2020, and included tax consultation and preparation assistance. The benefits we provided to Ms. Swager in 2023 under this agreement are described in footnote 6 of the Summary Compensation Table on page 51. Ricard Expatriate Agreement. In 2019, we entered into an expatriate agreement with Ms. Ricard (the "Ricard Expatriate Agreement") in connection with her relocation to Mosaic's São Paulo, Brazil office, where she led the Mosaic Fertilizantes business. In 2023, Ms. Ricard completed her assignment and Mosaic provided relocation assistance for her move back to the United States. Benefits provided to Ms. Ricard in 2023 also included tax consultation and preparation assistance, international banking fees, housing expenses while in Brazil, travel and transportation expenses and language support. The benefits we provided in 2023 under this agreement are described in footnote 6 of the Summary Compensation Table on page 51. Severance Arrangements We have established senior management severance and change-in-control agreements with each of our Named Executive Officers. Our Compensation and Human Resources Committee (and, in the case of our CEO, our independent directors) establishes the terms of these agreements to be consistent with our compensation philosophy and practices. 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: •Help us attract and retain executive talent in a competitive marketplace; •Enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control; •Foster their objectivity in considering a change-in-control proposal; •Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations; and •Protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us. Our severance and change-in-control agreements expired on March 31, 2023 and have been renewed by us and the executive officers for a term that will expire on March 31, 2026, except that following a change-in-control the term would extend to at least the second anniversary of the change-in-control. The severance and change-in-control arrangements are described in more detail under the caption entitled Potential Payments upon Termination or Change-in-Control beginning on page 59. Health, Wellness and Retirement Benefits Our Named Executive Officers are eligible to participate in employee benefits that are extended to all U.S. salaried employees. In addition, our Named Executive Officers are eligible to participate in the Mosaic Non-Qualified Deferred Compensation Plan, which offers restoration benefits to make up for amounts that would have been contributed to the Mosaic 401(k) Plan but for annual contribution limits imposed under the Code. We also maintain a non-qualified equity deferral plan that allows eligible non-employee directors and executive officers, including our Named Executive Officers, to defer the receipt of long-term incentive awards (excluding stock options). This plan is described under “Non-Qualified Deferred Compensation” on page 58. No long-term incentive awards paid out to Named Executive Officers in 2023 were deferred under this plan. There are additional pension and retirement arrangements in place for Mses. Swager and Ricard, who were employees of Cargill before the 2004 business combination between IMC and Cargill’s fertilizer businesses. These arrangements are described under “Pension Benefits” on page 56 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreement for Cargill International Retirement Plan Participant” on page 56. Perquisites We offer a limited number of perquisites to our Named Executive Officers, generally in an effort to remain competitive with similarly situated companies and to enable Named Executive Officers to focus on business objectives. Perquisites are reported in the “All Other Compensation” column in the Summary Compensation Table on page 51 and include, among others, the following: •Executive physical exam program; •Reimbursement of financial and tax planning fees, up to $15,000 for the CEO and $12,000 for other Named Executive Officers; •Life and disability insurance above the limits imposed by the suppliers of our general employee program; •Relocation reimbursement plan available to all employees including Named Executive Officers. The plan provides for reimbursement of relocation costs and a "gross-up" on amounts taxable to the employee; •A corporate travel policy that covers travel expenses for business purposes by spouses of our employees. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee; •Air Ambulance services in the event of catastrophic injury or illness; and •In limited instances, home security services. Anti-Hedging and Anti-Pledging Policy Our insider trading policy prohibits executive officers and non-employee directors from engaging in hedging or monetization transactions, such as zero cost collars and forward sales contracts which allow an individual to offset any decrease in the market value of Mosaic’s securities or limit such persons ability to profit from an increase in the market value of Mosaic’s securities. Our insider trading policy also prohibits executive officers, non-employee directors and employees from holding shares of our Common Stock in a margin account or pledging the stock as collateral. Policy on Deductibility of Compensation Section 162(m) of the Code imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former Named Executive Officers. The Compensation and Human Resources Committee intends to pay competitive compensation consistent with our philosophy to attract, retain and motivate executive officers to manage our business in the best interests of the Company and our stockholders. Forfeiture of Incentive Awards for Misconduct ("Clawback") Our Board may require forfeiture of short- and long-term incentives in certain cases where fraudulent or intentional misconduct contributes to the need for a material restatement of our financials, or to the use of inaccurate metrics to determine the amount of any award or incentive compensation. In addition, in August 2023, our Board adopted a formal Incentive Compensation Recovery Policy which complies with the requirements of the SEC and NYSE listing standards, and was effective October 2, 2023.

  53. COMPENSATION RISK ANALYSIS

    COMPENSATION RISK ANALYSIS Our Compensation and Human Resources Committee, with the advice of its independent compensation consultant and input from management, has reviewed the design of our employee compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. Significant factors considered by our Compensation and Human Resources Committee in reaching its conclusion include: •The balance of base pay, short- and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility; •A long-term incentive program that for 2023 granted a mix of one-third RSUs and two-thirds performance units for executive officers which ties performance to stock price and total stockholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable TSR over the longer-term; •Vesting of long-term incentive awards over a number of years; •Caps on annual cash incentives and the value of the TSR performance unit award; •Stock-settled TSR performance unit awards require an additional one-year holding period; •Broad range of performance measures we utilize under our short-term incentive plan, which, for executive officers, and employees alike, include both financial and operational goals and, for executive officers, strategic goals, as well; and •Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Forfeiture of Incentive Awards for Misconduct (“Clawback”)” on page 46; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 44; and the ability of our Compensation and Human Resources Committee to exercise negative discretion to reduce or eliminate payouts under our short-term incentive plan if it deems appropriate.

  54. CEO PAY RATIO

    CEO PAY RATIO The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO and the annual total compensation of our CEO, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For 2023, our CEO’s annual total compensation of $11,881,204, as shown in the Summary Compensation Table on page 51, was estimated to be 356 times our median employee’s total compensation of $33,404, calculated in the same manner. Our median employee is one of our Brazilian employees, which we identified using 2023 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2023, the last day of our payroll year. We annualized the compensation for full-time and part-time permanent employees who were hired on or after June 1, 2023. We have a total of 14,049 employees of which 3,900 are U.S. and 10,149 are non-U.S. employees. In identifying our median employee, we included all employees employed on a full-time, part-time, temporary or seasonal basis, including those at our joint venture in Peru, except for the following exempted employees. As permitted under SEC regulations, we exempted our non-U.S. employees who are employed in China (158 employees), India (67 employees) Paraguay (51 employees) and Saudi Arabia (8 employees), and who in the aggregate, account for 284 employees, or approximately 2% of our global workforce. Exempting these employees, we have a total of 13,764 U.S. and non-U.S. employees, the population from which the median employee was identified.

  55. CEO PAY RATIO

    | U.S. and non-U.S Employees Included in the Calculation of the Median (excluding the CEO) | | | | Country | Employee Count | Percent of Total Employee Population | | Brazil | 7,178 | 51.10% | | United States | 3,899 | 27.75% | | Canada | 1,974 | 14.05% | | Peru | 713 | 5.08% |

  56. CEO PAY RATIO

    After identifying the median employee, we calculated annual total compensation for that employee using the same methodology we use to determine the total compensation of our Named Executive Officers as set forth in the Summary Compensation Table on page 51. The pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  57. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table shows the past four fiscal years’ Summary Compensation Table (“SCT”) pay, Compensation Actually Paid (“CAP”), our cumulative TSR, the cumulative TSR of our peer group over the same period, our net income, and our Adjusted Operating Earnings. As the table below demonstrates, there is a direct relationship between our financial outcomes and CAP to our Principal Executive Officer (“PEO”) and the average of CAP to the remaining Named Executive Officers (“NEOs”). The Compensation and Human Resources Committee believes that the Company’s pay-for-performance approach is working as designed.

  58. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (6)(7) | Adjusted Operating Earnings ($) (6)(8) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | $11,881,204 | $34,083,294 | $3,562,339 | $8,391,110 | $174.66 | $151.73 | $1,165 | $1,670 | | 2022 | 12,063,106 | 37,592,472 | 3,517,094 | 8,554,327 | 208.92 | 134.82 | 3,583 | 5,340 | | 2021 | 12,297,011 | 41,855,959 | 3,629,671 | 10,030,746 | 185.18 | 153.67 | 1,631 | 2,884 | | 2020 | 12,788,259 | 17,070,893 | 3,843,282 | 4,784,098 | 107.57 | 120.73 | 666 | 734 |

  59. PAY VERSUS PERFORMANCE

    (1)The dollar amounts are the amounts of total compensation reported for James (“Joc”) C. O’Rourke for each corresponding year in the “Total” column of the SCT. (2)The dollar amounts reported represent the amount of CAP to Mr. O’Rourke, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. O’Rourke during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “PEO SCT Total to CAP Reconciliation” table displays the adjustments made to Mr. O’Rourke’s total compensation for each year to determine the CAP. (3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Clint C. Freeland, Bruce M. Bodine, Karen A. Swager, and Corrine D. Ricard, (ii) for 2022 and 2021, Messrs. Freeland, Bodine, and Walter F. Precourt III and Ms. Ricard; and (iii) for 2020, Messrs. Freeland and Precourt, Ms. Ricard and Richard N. McLellan. (4)The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Non-PEO SCT Total to CAP Reconciliation” table displays the adjustments made to the average of the NEOs’ (excluding the PEO) total compensation for each year to determine the CAP. (5)Total Shareholder Return Peer Group has been revised to Standard & Poor’s Materials Index compared to last year’s disclosure of Company selected peers. (6)In millions. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Adjusted Operating Earnings is defined as shown on Appendix A. PEO SCT Total to CAP Reconciliation:

  60. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total | Less: Reported Fair Value of Equity Awards | Plus: Year-End Fair Value of Equity Awards Granted in the Year | Plus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested | Plus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | CAP | | 2023 | $11,881,204 | $(8,726,167) | $5,305,507 | $(4,198,304) | $29,821,054 | $34,083,294 | | 2022 | 12,063,106 | (8,311,276) | 6,423,586 | 11,881,021 | 15,536,035 | 37,592,472 | | 2021 | 12,297,011 | (7,919,369) | 12,030,989 | 23,482,220 | 1,965,108 | 41,855,959 | | 2020 | 12,788,259 | (8,258,501) | 13,606,461 | 686,548 | (1,751,874) | 17,070,893 |

  61. PAY VERSUS PERFORMANCE

    Non-PEO SCT Total to CAP Reconciliation:

  62. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total | Less: Reported Fair Value of Equity Awards | Plus: Year-End Fair Value of Equity Awards Granted in the Year | Plus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested | Plus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Less: Reported Change in the Actuarial Present Value of Pension Benefits1 | CAP | | 2023 | $3,562,339 | $(2,093,931) | $1,399,295 | $(909,704) | $6,417,162 | $15,950 | $8,391,110 | | 2022 | 3,517,094 | (1,827,948) | 1,412,777 | 2,567,929 | 2,853,550 | 30,925 | 8,554,327 | | 2021 | 3,629,671 | (1,685,544) | 2,560,654 | 4,948,624 | 581,791 | (4,450) | 10,030,746 | | 2020 | 3,843,282 | (1,794,581) | 2,956,699 | 166,024 | (295,651) | (91,675) | 4,784,098 |

  63. PAY VERSUS PERFORMANCE

    (1)The pension plan(s) under which benefits accrued were frozen prior to 2020. As a result there are no service costs to be accounted for in determining Non-PEO NEO CAP. Relationship Between Company TSR and Peer Group TSR The graph below displays the relationship between the Company’s TSR versus the TSR of its peer group. The Company’s TSR significantly outperformed its peer group. CAP vs. Company and Peer Group TSR The graph below shows the relationship between the PEO’s and average NEOs’ CAP versus TSR and demonstrates the critical role of equity grants and the impact of our stock price on our executives’ pay. CAP vs. Net Income and Adjusted Operating Earnings The graph below shows the relationship between the PEO’s and average NEOs’ CAP versus Net Income and Adjusted Operating Earnings which illustrates the impact of these measures on compensation. Company Selected Financial Performance Measures The following are the financial performance measures deemed most important by the Compensation and Human Resources Committee to link CAP to Mosaic NEO to the Company’s performance for 2023:

  64. PAY VERSUS PERFORMANCE

    | Total Shareholder Return | | Adjusted Operating Earnings | | Free Cash Flow | | Cost Control | | Performance Products Sales |

  65. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Fiscal Year | Salary ($)(1)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | James ("Joc") C. O'Rourke | 2023 | $1,358,063 | $8,726,167 | $843,400 | $— | $953,574 | $11,881,204 | | Chief Executive Officer | 2022 | 1,291,688 | 8,311,276 | 1,645,400 | — | 814,742 | 12,063,106 | | | 2021 | 1,238,750 | 7,919,369 | 2,708,899 | — | 429,993 | 12,297,011 | | Clint C. Freeland (7) | 2023 | 756,667 | 2,577,702 | 315,700 | — | 306,235 | 3,956,304 | | Executive Vice President and Chief Financial Officer | 2022 | 712,500 | 2,104,062 | 533,900 | — | 268,340 | 3,618,802 | | | 2021 | 685,000 | 1,819,324 | 848,688 | — | 187,025 | 3,540,037 | | Bruce M. Bodine (8) | 2023 | 636,250 | 1,869,912 | 226,000 | — | 275,425 | 3,007,587 | | President | 2022 | 601,000 | 1,788,502 | 386,100 | — | 267,028 | 3,042,630 | | | 2021 | 567,250 | 1,712,310 | 664,533 | — | 143,436 | 3,087,529 | | Karen A. Swager(9) | 2023 | 593,333 | 2,162,090 | 191,500 | (25,600) | 672,789 | 3,594,112 | | Executive Vice President – Operations | | | | | | | | | Corrine D. Ricard | 2023 | 590,171 | 1,766,022 | 205,200 | (38,200) | 1,168,159 | 3,691,352 | | Senior Vice President – Mosaic Fertilizantes | 2022 | 595,250 | 1,788,502 | 388,300 | (123,700) | 1,937,910 | 4,586,262 | | | 2021 | 576,750 | 1,605,271 | 675,663 | 17,800 | 2,037,647 | 4,913,131 |

  66. EXECUTIVE COMPENSATION TABLES

    (1)Reflects the dollar amount of base salary paid in the designated fiscal year. (2)Includes any amounts deferred at the officer’s election to the officer’s account under our qualified and non-qualified defined contribution retirement plans. (3)Reflects the grant date fair value for each Named Executive Officer’s grants of RSUs and TSR performance units in the applicable fiscal year, in each case determined in accordance with FASB ASC 718. Includes the value of any awards deferred under our non-qualified equity deferral plan. In accordance with SEC rules, the grant date fair value for performance units excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 21 to our audited financial statements, which are included in our 2023 10-K report. TSR performance units granted in 2023 assume target-level performance against the specified goals. The table below shows the value of the TSR performance units granted in 2023 assuming that the highest level of performance will be achieved:

  67. EXECUTIVE COMPENSATION TABLES

    | Name | Value of TSR Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($) (a) | | James ("Joc") C. O'Rourke | $20,306,841 | | Clint C. Freeland | 4,835,171 | | Bruce Bodine | 4,351,494 | | Karen A. Swager | 3,867,818 | | Corrine D. Ricard | 4,109,656 |

  68. EXECUTIVE COMPENSATION TABLES

    (a) Assumes the maximum number of shares permitted to be issued or settled in cash, which occurs when (i) TSR has increased by 100%, and (ii) the 30-trading day average price of a share of our Common Stock plus dividends, or ending value, is at least $198.88 when the performance units vest. The maximum number of shares actually issued is subject to reduction so that it is no more than 200% of the number of performance units awarded on the grant date. The amount of cash paid, or number of shares issued multiplied by the ending value, cannot exceed $198.88 (400% of the Starting Value) multiplied by the number of performance units awarded. (4)Reflects awards under our short-term incentive plan. We have included additional information about our short-term incentive plan, including the performance measures for 2023 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 36, in our Compensation Discussion and Analysis. (5)Includes the aggregate increase or decrease in the actuarial value of pension benefits for 2023, 2022 and 2021 under Cargill’s U.S. salaried employees’ pension plan and international retirement plan for Ms. Ricard, and the decrease for Ms. Swager in 2023. Also includes the increases in the amount of the benefit under a supplemental agreement that we entered into with Ms. Ricard in fiscal 2013. This agreement was part of arrangements intended to place certain of our employees, including Ms. Ricard, who participated in Cargill’s international retirement plan, in a position which, together with their benefits under Cargill’s international retirement plan, is comparable to that of our employees who are participants in Cargill’s U.S. salaried employees pension plan. We have discussed the benefits under Cargill’s U.S. salaried employees pension plan, international retirement plan and Ms. Ricard’s supplemental agreement, including the plan measurement dates, methodology and assumptions used in determining the amounts in this column, in additional detail under “Pension Benefits” on page 56 and “Potential Payments upon Termination or Change-in-Control – Supplemental Agreement for Cargill International Retirement Plan Participant” on page 56. No non-qualified deferred compensation earnings are reflected in this column because our deferred compensation arrangements do not offer above-market earnings. (6)The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2023:

  69. EXECUTIVE COMPENSATION TABLES

    | | James ("Joc") C. O'Rourke | Clint C. Freeland | Bruce M. Bodine | Karen A. Swager | Corrine D. Ricard | | Company Contributions to Defined Contribution Plans (a) | $736,165 | $254,311 | $194,742 | $182,660 | $206,416 | | Executive Physical Program | — | 1,250 | — | — | 4,917 | | Executive Financial and Tax Planning | — | — | — | 10,428 | 4,251 | | Life and Disability Premiums | 17,628 | 12,777 | 9,882 | 12,223 | 13,114 | | Spousal Travel (b) | 33,308 | — | — | — | 1,485 | | Tax Reimbursements (c) | 21,610 | — | 12,343 | 4,959 | 200,964 | | Expatriate Expenses (d) | — | — | 9,120 | 223,382 | 414,883 | | Dividend Equivalents (e) | 144,862 | 37,897 | 29,340 | 28,116 | 29,340 | | Security (f) | — | — | 17,524 | — | — | | Total | $953,574 | $306,235 | $275,425 | $672,789 | $1,168,159 |

  70. EXECUTIVE COMPENSATION TABLES

    (a)Reflects our contributions for Named Executive Officers to the Mosaic 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic 401(k) Plan that exceed limitations for tax-qualified plans under the Code that are contributed to the Mosaic Non-Qualified Deferred Compensation Plan. We have included additional information the Mosaic Non-Qualified Deferred Compensation Plan under “Non-Qualified Deferred Compensation” on page 58. (b)Reflects amounts under our travel policy for flights by Mr. O’Rourke and Ms. Ricard’s spouses to accompany them on business trips related to site visits and industry conferences. (c)This amount represents the value of tax reimbursements on spousal travel for Mr. O’Rourke and Ms. Ricard, household security provided to Mr. Bodine, which is described in footnote (f) below, and under expatriate arrangements, which are described in footnote (d) below, for Mr. Bodine, Ms. Swager and Ms. Ricard. (d)Includes the following expatriate benefits: •For Mr. Bodine, $9,120 of miscellaneous expenses related to the trailing tax obligations from his assignment which ended in 2018 (tax consultation and preparation assistance). We also made $973 of tax reimbursements, inclusive of “gross-up” payments, under Mr. Bodine’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement is included in the “Tax Reimbursements” row in the table above. •For Ms. Swager, $204,562 in taxes paid on her behalf; and $18,820 of miscellaneous expenses related to her assignment (tax consultation and preparation assistance). We also made $4,959 of tax reimbursements, inclusive of “gross-up” payments, under Ms. Swager’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above. •For Ms. Ricard, $56,398 in taxes paid on her behalf; and $276,838 of miscellaneous expenses related to her assignment (tax consultation and preparation assistance, international banking fees, housing expenses while in Brazil, travel and transportation expenses and language support). We also made $200,964 of tax reimbursements, inclusive of “gross-up” payments, under Ms. Ricard’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above. (e) Includes dividend equivalents accumulated during the vesting period and were paid upon vesting of RSUs and TSR performance units in 2023. (f) Includes cost of limited household security approved by the Board for Mr. Bodine. (7)Mr. Freeland was promoted to Executive Vice President and Chief Financial Officer on November 1, 2023 following an internal organizational realignment. (8)Mr. Bodine was promoted to President, as part of the planned CEO succession process, on August 29, 2023. With Mr. Bodine’s appointment to President, no compensation changes were approved in 2023. (9)2023 was the first year as a Named Executive Officer for Ms. Swager. Ms. Swager was promoted to Executive Vice President – Operations on November 1, 2023, due to an internal organizational realignment. Grants of Plan-Based Awards The following table provides information about awards under our short-term incentive plan, and grants of RSUs and TSR performance units to each of our Named Executive Officers for 2023. We did not grant any other award under any equity or non-equity incentive plan in 2023 that would be paid out in a future fiscal year.

  71. EXECUTIVE COMPENSATION TABLES

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | | Target ($) | Maximum ($) | Thres-hold (#) | Target (#) | Maxi-mum (#) | | | | James (“Joc”) C. O’Rourke | — | | 27,500 | $1,925,000 | $3,850,000 | — | — | — | — | $— | | | 3/9/2023 | — | | — | — | — | — | — | 63,951 | 3,359,986 | | | 3/9/2023 | — | | — | — | 25,527 | 51,053 | 102,106 | — | 2,519,976 | | | 3/9/2023 | — | | — | — | 25,527 | 51,053 | 102,106 | — | 2,846,205 | | Clint C. Freeland | — | 15,200 | | 684,000 | 1,368,000 | — | — | — | — | — | | | 3/9/2023 | — | | — | — | — | — | — | 15,226 | 799,974 | | | 3/9/2023 | — | | — | — | 6,078 | 12,156 | 24,312 | — | 600,020 | | | 3/9/2023 | — | | — | — | 6,078 | 12,156 | 24,312 | — | 677,697 | | | 11/1/2023 | — | | — | — | — | — | — | 15,485 | 500,011 | | Bruce M. Bodine | — | 12,900 | | 483,750 | 967,500 | — | — | — | — | — | | | 3/9/2023 | — | | — | — | — | — | — | 13,704 | 720,008 | | | 3/9/2023 | — | | — | — | 5,470 | 10,940 | 21,880 | — | 539,998 | | | 3/9/2023 | — | | — | — | 5,470 | 10,940 | 21,880 | — | 609,905 | | Karen A. Swager | — | 12,000 | | 450,000 | 900,000 | — | — | — | — | — | | | 3/9/2023 | — | | — | — | — | — | — | 12,181 | 639,990 | | | 3/9/2023 | — | | — | — | 4,862 | 9,724 | 19,448 | — | 479,977 | | | 3/9/2023 | — | | — | — | 4,862 | 9,724 | 19,448 | — | 542,113 | | | 11/1/2023 | — | | — | — | — | — | — | 15,485 | 500,011 | | Corrine D. Ricard | — | 12,700 | | 476,250 | 952,500 | — | — | — | — | — | | | 3/9/2023 | — | | — | — | — | — | — | 12,943 | 680,025 | | | 3/9/2023 | — | | — | — | 5,166 | 10,332 | 20,664 | — | 509,988 | | | 3/9/2023 | — | | — | — | 5,166 | 10,332 | 20,664 | — | 576,009 |

  72. EXECUTIVE COMPENSATION TABLES

    (1)Amounts in these columns represent potential payouts under the short-term incentive plan. Actual amounts paid are shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our short-term incentive plan, under “Short-Term Incentive Program” beginning on page 36 in our Compensation Discussion and Analysis. (2)Amounts in these columns represent the potential number of performance units that may be earned and vested based on absolute TSR performance, with the cash- and stock-settled awards listed separately. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 40. (3)Amounts in this column represent the number of RSUs awarded to each Named Executive Officer under our long-term incentive program as described beginning on page 40 in our Compensation Discussion and Analysis. (4)Amounts in this column reflect the grant date fair value of the applicable award as determined in accordance with FASB ASC 718. In accordance with SEC rules, the grant date fair value for TSR performance units excludes the effect of estimated forfeitures. The assumptions used in valuing these long-term incentives are described in note 21 to our audited financial statements, which are included in our 2023 10-K Report. The grant date fair market value of TSR performance units is determined using a Monte Carlo simulation model. The grant date fair value of the RSUs is equal to the closing price of one share of our Common Stock on the date of grant, multiplied by the number of RSUs granted. For a discussion of the material terms of these short- and long-term incentive awards, see the “Compensation Discussion and Analysis.” Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the outstanding equity awards held by the Named Executive Officers as of December 31, 2023.

  73. EXECUTIVE COMPENSATION TABLES

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | James (“Joc”) C. O’Rourke | 33,706 | — | $49.73 | 3/7/2024 | 83,418(3) | $2,980,525 | 208,158(4) | $7,437,485(4) | | | 37,306 | — | 50.43 | 3/5/2025 | 56,773(5) | 2,028,499 | 208,158(6) | 7,437,485(6) | | | 179,211 | — | 28.49 | 3/3/2026 | 63,951(7) | 2,284,969 | 43,938(8) | 1,569,905(8) | | | 168,180 | — | 30.42 | 3/2/2027 | — | — | 43,938(9) | 1,569,905(9) | | | — | — | — | — | — | — | 51,053(10) | 1,824,124(10) | | | — | — | — | — | — | — | 51,053(11) | 1,824,124(11) | | Clint C. Freeland | — | — | — | — | 19,164(3) | 684,730 | 47,820(4) | 1,708,609(4) | | | — | — | — | — | 14,373(5) | 513,547 | 47,820(6) | 1,708,609(6) | | | — | — | — | — | 15,226(7) | 544,025 | 11,123(8) | 397,425(8) | | | — | — | — | — | 15,485(12) | 553,279 | 11,123(9) | 397,425(9) | | | — | — | — | — | — | — | 12,156(10) | 434,334(10) | | | — | — | — | — | — | — | 12,156(11) | 434,334(11) | | Bruce M. Bodine | 17,921 | — | 28.49 | 3/3/2026 | 18,036(3) | 644,426 | 45,008(4) | 1,608,136(4) | | | 25,227 | — | 30.42 | 3/2/2027 | 12,217(5) | 436,513 | 45,008(6) | 1,608,136(6) | | | — | — | — | — | 13,704(7) | 489,644 | 9,455(8) | 337,827(8) | | | — | — | — | — | — | — | 9,455(9) | 337,827(9) | | | — | — | — | — | — | — | 10,940(10) | 390,886(10) | | | — | — | — | — | — | — | 10,940(11) | 390,886(11) | | Karen A. Swager | — | — | — | — | 17,473(3) | 624,310 | 43,600(4) | 1,557,828(4) | | | — | — | — | — | 11,139(5) | 397,996 | 43,600(6) | 1,557,828(6) | | | — | — | — | — | 12,181(7) | 435,227 | 8,621(8) | 308,028(8) | | | — | — | — | — | 15,485(12) | 553,279 | 8,621(9) | 308,028(9) | | | — | — | — | — | — | — | 9,724(10) | 347,439(10) | | | — | — | — | — | — | — | 9,724(11) | 347,439(11) | | Corrine D. Ricard | 10,644 | — | 49.73 | 3/7/2024 | 16,909(3) | 604,159 | 42,194(4) | 1,507,592(4) | | | 13,057 | — | 50.43 | 3/5/2025 | 12,217(5) | 436,513 | 42,194(6) | 1,507,592(6) | | | 27,877 | — | 28.49 | 3/3/2026 | 12,943(7) | 462,453 | 9,455(8) | 337,827(8) | | | 33,636 | — | 30.42 | 3/2/2027 | — | — | 9,455(9) | 337,827(9) | | | — | — | — | — | — | — | 10,332(10) | 369,162(10) | | | — | — | — | — | — | — | 10,332(11) | 369,162(11) |

  74. EXECUTIVE COMPENSATION TABLES

    (1)The exercise price for all stock options is the closing price of our Common Stock on the date of grant. (2)The amounts for RSUs were calculated by multiplying the closing market price of one share of our Common Stock on December 29, 2023, $35.73 per share, by the number of unvested shares. (3)These RSUs vested on March 4, 2024. (4)These performance units vested on March 4, 2024, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 29, 2024. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the maximum level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (5)These RSUs vest on March 3, 2025. (6)These performance units vested on March 4, 2024, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and ii) 10% TSR growth, each over a three-year performance period ending on February 29, 2024. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the maximum level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (7)These RSUs vest on March 9, 2026. (8)These performance units vest on March 3, 2025, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2025. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (9)These performance units vest on March 3, 2025, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and 10% TSR growth, each over a three-year performance period ending on February 28, 2025. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (10)These performance units vest on March 9, 2026, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2026. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (11)These performance units vest on March 9, 2026, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and 10% TSR growth, each over a three-year performance period ending on February 28, 2026. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 29, 2023. (12)These RSUs vest on November 1, 2026. Option Exercises and Stock Vested in 2023 The following table and accompanying notes set forth information about stock options that the Named Executive Officers exercised during 2023 and RSUs and TSR performance units of the Named Executive Officers that vested during 2023. There were no stock options exercised by the Named Executive Officers during 2023.

  75. EXECUTIVE COMPENSATION TABLES

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(2)(3) | | James ("Joc") C. O'Rourke | — | $— | 632,966 | $50,766,319 | | Clint F. Freeland | — | — | 165,586 | 13,280,650 | | Bruce M. Bodine | — | — | 128,196 | 10,281,829 | | Karen A. Swager | — | — | 122,854 | 9,853,336 | | Corrine D. Ricard | — | — | 128,196 | 10,281,829 |

  76. EXECUTIVE COMPENSATION TABLES

    (1)TSR stock-settled performance unit awards granted in 2020 for the 2020 through 2023 performance period, vested in March 2023 and paid out at 153.94% of target, reflecting the growth in our stock price between their grant date and the end of the performance period. Pursuant to the terms of the award agreement, 510,977 shares issued to Mr. O’Rourke; 133,673 shares issued to Mr. Freeland; 103,489 issued to Mr. Bodine; 99,177 shares issued to Ms. Swager; and 103,489 shares issued to Ms. Ricard were subject to a one-year holding period which expired on March 3, 2024. (2)TSR cash-settled performance unit awards granted in 2020 for the 2020 through 2023 performance period, vested in March 2023 and paid out at 153.94% of target, reflecting the growth in our stock price between their grant date and the end of the performance period. On the vesting date, we paid the fair market value equal to the closing price of one share of our Common Stock on the vesting date multiplied by 255,489 shares to Mr. O’Rourke; 66,837 shares to Mr. Freeland; 51,745 to Mr. Bodine; 49,588 shares issued to Ms. Swager; and 51,745 shares to Ms. Ricard. (3)Amounts shown in this column are calculated by multiplying the number of shares vested times the closing price of one share of our Common Stock on the applicable vesting date. Pension Benefits Cargill Pension Plans Mses. Swager and Ricard who were employees of Cargill before the 2004 combination between IMC and Cargill’s fertilizer businesses, participate in Cargill’s U.S. salaried employees’ pension plans, which prior to 2017, were combined into a single plan; effective January 1, 2017, was split into two plans; and, effective December 31, 2022, were combined into a single plan, with no resulting impact on the plan provisions or benefits payable. Ms. Ricard also participates in Cargill’s international retirement plan. The Cargill U.S. salaried employees’ pension plan is a tax-qualified defined benefit pension plan under the provisions of the Code. Benefits under the plan are generally based on years of service and final average salary prior to termination of employment or retirement. No additional years of credited service are accrued under Cargill’s U.S. salaried employees’ pension plan for Mses. Swager and Ricard after December 31, 2004. Accordingly, their total credited years of service primarily reflects service with Cargill, while their credited years of service for employment at Mosaic includes only the period from the October 22, 2004 business combination between IMC and the fertilizer businesses of Cargill through December 31, 2004. However, additional years of vesting service are credited for the purpose of determining eligibility to retire, and covered compensation for purposes of determining benefits under Cargill’s U.S. salaried employees’ pension plan for Mses. Swager and Ricard includes post-combination compensation that we paid through December 31, 2018. Cargill’s international retirement plan is a non-qualified defined benefit plan. Benefits under the plan for Ms. Ricard are generally based on years of service and final average salary prior to termination of employment. No additional years of credited service are accrued under Cargill’s international retirement plan for Ms. Ricard after January 1, 1995. Accordingly, her total credited years of service reflect only her service with Cargill. However, covered compensation for purposes of determining benefits under Cargill’s international retirement plan includes post-combination compensation that we paid her through December 31, 2010. In accordance with the merger and contribution agreement related to the combination, Cargill incurs the costs associated with pre-combination benefits for certain former employees of Cargill under certain pension plans, including Cargill’s U.S. salaried employees’ pension plan but excluding Ms. Ricard’s participation in Cargill’s international retirement plan, and charges them to us. The amount that Cargill may charge to us under these plans for pension costs relating to all former Cargill employees may not exceed $2.0 million per year or $19.2 million in the aggregate. As of December 31, 2023, the unused portion of the $19.2 million cap was $1.6 million. This is the same amount as it was as of December 31, 2022 and December 31, 2021. With respect to Cargill’s international retirement plan, in fiscal 2013, we entered into an agreement under which we paid Cargill $470,000. This agreement was part of arrangements intended to place certain of our employees, including Ms. Ricard, who participated in Cargill’s international retirement plan, in a position which, together with supplemental agreements we entered into with those employees, is comparable to that of our employees who are participants in Cargill’s U.S. salaried employees pension plan as described above. We have discussed these arrangements in additional detail under “Potential Payments upon Termination or Change-in-Control – Supplemental Agreement for Cargill International Retirement Plan Participant” on page 56. Cargill is solely responsible for payment of the annual pension benefits to the participants under Cargill’s U.S. salaried employees’ pension plan and international retirement plan. Supplemental Agreements for Cargill International Retirement Plan Participants As part of the arrangements referred to above that were intended to place certain of our employees, including Ms. Ricard, who participated in Cargill’s international pension plan in a position comparable to that of our U.S. participants in Cargill’s U.S. salaried employees plan following the combination between IMC and the fertilizer businesses of Cargill, in fiscal 2013 we also entered into supplemental agreements with the affected employees. The supplemental agreements provide for payment of a lump sum that increases each year to age 65. For Ms. Ricard, the lump sum payment began at $36,000 had termination of employment occurred at age 55 and increases annually to $129,000 if termination of employment occurs after age 65. The following table and accompanying narrative and notes provide information about Mses. Swager and Ricard’s participation in Cargill’s U.S. salaried employees’ pension plan and Ms. Ricard’s participation in Cargill’s international retirement plan and our supplemental agreement with her. In the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table on page 51 we have included the changes for 2023 with respect to Mses. Swager and Ricard and for 2022 and 2021 with respect to Ms. Ricard in the actuarial present value of the accumulated benefit under Cargill’s U.S. salaried employees’ pension plan and changes for 2023, 2022, and 2021 under Cargill’s international pension plan for Ms. Ricard, as well as the benefits under her supplemental agreement. In the “Less: Reported Change in the Actuarial Present Value of Pension Benefits” column in the Non-PEO SCT Total to CAP Reconciliation table on page 49, we have included the changes for 2023 with respect to Mses. Swager and Ricard and for 2022, 2021 and 2020 with respect to Ms. Ricard in the actuarial present value of the accumulated benefit under Cargill’s U.S. salaried employees’ pension plan and changes for 2023, 2022, 2021 and 2020 under Cargill’s international pension plan for Ms. Ricard, as well as the benefits under her supplemental agreement. 2023 Pension Benefits Table

  77. EXECUTIVE COMPENSATION TABLES

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Karen Swager (1) | Cargill, Incorporated and Associated Companies Salaried Employees' Pension Plan | 11 | $292,300(2) | | Corrine D. Ricard (1) | Cargill, Incorporated and Associated Companies Salaried Employees' Pension Plan | 14 | 521,600(2) | | Corrine D. Ricard (1) | The Cargill International Retirement Plan | 5 | 182,700(2) | | Corrine D. Ricard (3) | Individual Nonqualified Pension Agreement | 0 | 83,000 |

  78. EXECUTIVE COMPENSATION TABLES

    (1)Annual benefits for Ms. Swager and Ms. Ricard under the Cargill U.S. salaried employees’ pension plan are equal to 0.80% of final average salary plus 0.35% of final average salary in excess of Covered Compensation (as defined for Social Security purposes), all times years of service. Years of service are limited to (i) 40 years for the 0.80% component of the benefit, and (ii) 35 years for the 0.35% component of the benefit. Service is frozen for Ms. Swager and Ms.Ricard as of December 31, 2004, and final average salary and covered compensation are as of December 31, 2018, the date on which benefits under the plan were frozen. Normal retirement benefits under Cargill’s U.S. salaried employees’ pension plan are payable at age 65 and participants may retire with unreduced retirement benefits under the plan once they are age 60. Once they are age 55, they may retire early and receive benefits that are reduced based on the percentages specified in the table below for each year that the payments start prior to age 60. Mses. Swager and Ricard were ages 53 and 60, respectively, and had 30 and 37 years of credited vesting service, respectively, at December 31, 2023.

  79. EXECUTIVE COMPENSATION TABLES

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

  80. EXECUTIVE COMPENSATION TABLES

    The normal form of payment of the annual benefit is a straight life annuity payable at age 65. Optional benefit forms include actuarial equivalent joint and survivor and 10-year certain and life annuities. A lump sum payment is offered only if the actuarial equivalent value of the benefit is $25,000 or less. The credited years of service for Ms. Swager and Ms. Ricard under the Cargill U.S. salaried employees’ pension plan include their service with Cargill. Their benefits under the plan are fully vested. Annual benefits for Ms. Ricard under Cargill’s international retirement plan are equal to 1.50% of final average salary times years of service (not to exceed 40) reduced by any pension benefits earned under any Cargill retirement plans and Social Security programs while earning service under Cargill’s international retirement plan. For Ms. Ricard, the benefit is based on years of service up to January 1, 1995, and final average salary as of December 31, 2010, including her service at Mosaic. Normal retirement benefits under Cargill’s international retirement plan are payable at age 65. Ms. Ricard is not eligible to receive full benefits at an earlier age but is eligible for reduced benefits because she attained the age of 55. The normal form of payment of the annual benefit under Cargill’s international retirement plan is a straight life annuity. If the participant has a joint annuitant, the benefit is paid as an actuarial equivalent 100% joint and survivor annuity. A lump sum is paid only if the actuarial equivalent value of the benefit is $10,000 or less. The credited years of service for Ms. Ricard under Cargill’s international retirement plan include her service with Cargill. Her benefits under the plan are fully vested. Compensation Used to Determine Pension Benefits Under Cargill’s U.S. salaried employees pension plan, eligible compensation consists of base salary. Eligible compensation was limited under the Code to $330,000 for calendar 2023. Under Cargill’s international retirement plan, eligible compensation consists of base salary (and in the case of salespeople compensated on the basis of salary or sales bonuses, their commissions) but excluding any other remuneration. Valuation Assumptions The amounts listed in the “Present Value of Accumulated Benefit” column of the Pension Benefits Table and the amounts listed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table on page 51 and in the “Less: Reported Change in the Actuarial Present Value of Pension Benefits” column in the Non-PEO SCT Total to CAP Reconciliation table on page 49, are based on the following assumptions: •discount rates of 5.13% for the present value calculation as of December 31, 2023, 4.37% for the present value calculation as of December 31, 2022, 2.87% for the present value calculation as of December 31, 2021 and 2.75% for the present value calculation as of December 31, 2020, respectively, and post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2021 and no collar adjustments as of December 31, 2023 and 2022, and using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2019 and no collar adjustments as of December 31, 2021 and 2020. These are the same assumptions used by Cargill in determining the accumulated benefits under Cargill’s U.S. salaried employees’ pension plan that it uses in determining its charges to us for the plan; •retirement at the age of 60 for Ms. Swager and immediate retirement for Ms. Ricard under the Cargill U.S. salaried employees’ pension plan, which is the earliest age that any Named Executive Officer may retire with unreduced retirement benefits under that plan, and retirement at age 65 for Ms. Ricard under Cargill’s international retirement plan, which is the earliest age that she may retire with unreduced benefits under that plan; and •expected terminations, disability and pre-retirement mortality: none assumed. The present values of the accrued benefits were calculated as of December 31, 2023, the date used by Cargill in determining its charges to us for Cargill’s U.S. salaried employees pension plan. (2)This amount is an estimate and does not necessarily reflect the actual amount that will be paid to Meses. Swager and Ricard, which will only be known when they become eligible for payment. (3)Following termination of employment, Ms. Ricard is entitled to a lump sum that increases each year to age 65. The lump sum payment for Ms. Ricard begins at $83,000 if termination of employment occurs after age 60 and prior to attaining age 60, and increases annually to $129,000 if termination of employment occurs after age 65. The amount listed in the “Present Value of Accumulated Benefit” column of the Pension Benefits table is the lump sum amount payable under the terms of the supplemental agreement in the event of termination of employment at December 31, 2023.

  81. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below sets forth the contributions, earnings and distributions for 2023 and balances at December 31, 2023 for each of the Named Executive Officers under the Mosaic Non-Qualified Deferred Compensation Plan.

  82. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at 12/31/2023 ($)(5) | | James C. O'Rourke | $300,346 | $695,199 | $1,079,521 | $852,706 | $6,425,673 | | Clint C. Freeland | 77,434 | 212,686 | 8,700 | 342,412 | 442,199 | | Bruce M. Bodine | 38,175 | 153,117 | 179,969 | — | 1,293,922 | | Karen A. Swager | 57,062 | 141,035 | 224,504 | — | 1,297,953 | | Corrine Ricard | 101,455 | 164,791 | 504,361 | 33,470 | 3,461,493 |

  83. Non-Qualified Deferred Compensation

    (1)These amounts are included as part of the compensation shown for the Named Executive Officer in the “Salary” or “Non-Equity Incentive Plan Compensation” column for 2023 in the Summary Compensation Table. (2)These amounts represent Company restoration contributions under the Mosaic Non-Qualified Deferred Compensation Plan. The amount contributed equals the amount that would have been contributed to our tax-qualified defined contribution plan for the Named Executive Officer that exceeds limitations for tax-qualified plans under the Code. These amounts are included as part of the compensation shown for the Named Executive Officer in the “All Other Compensation” column for 2023 in the Summary Compensation Table. (3)These amounts represent earnings on each Named Executive Officer’s account balance for 2023. Gains and losses accrue at rates equal to those on various deemed investment alternatives selected by the participant, which alternatives are described below and generally the same as the investment alternatives available under the Mosaic 401(k) Plan, except that our Common Stock is excluded. None of these amounts are included in compensation reported in the Summary Compensation Table because none of the earnings are considered to be above market. At December 31, 2023, accounts of the Named Executive Officers were deemed to be invested in the following funds:

  84. Non-Qualified Deferred Compensation

    | Fidelity 500 Index Fund | Vanguard Institutional Target Retirement 2025 Fund Institutional Shares | | Fidelity U.S. Bond Index Fund | Vanguard Institutional Target Retirement 2030 Fund Institutional Shares | | T. Rowe Price Institutional Large Cap Growth Fund | Vanguard Institutional Target Retirement 2035 Fund Institutional Shares | | T. Rowe Price Institutional Small-Cap Stock Fund | Vanguard Institutional Target Retirement 2040 Fund Institutional Shares | | Oakmark Fund Investor Class | Vanguard Total International Stock Fund Institutional Shares | | | Vanguard Retirement Savings Trust III |

  85. Non-Qualified Deferred Compensation

    The return on these funds ranged from 2.52% to 46.83% in 2023. (4)These amounts are payments made to each Named Executive Officer from his or her account in 2023. (5)The table below sets forth the amounts of executive and Company contributions reported for the Named Executive Officers in the Summary Compensation Table in our Proxy Statement for any prior year:

  86. Non-Qualified Deferred Compensation

    | Name | Contributions ($) | | James ("Joc") C. O'Rourke | $6,318,708 | | Clint C. Freeland | 725,091 | | Bruce M. Bodine | 270,430 | | Karen A. Swager | — | | Corrine D. Ricard | 1,544,581 |

  87. Non-Qualified Deferred Compensation

    Executive officers may defer up to 80% of their base salary and payout under our short-term incentive plan. Each participant in the Mosaic Non-Qualified Deferred Compensation Plan may choose how and when to receive payments of the portion of the participant’s account balance that results from the participant’s own contributions. A participant may choose to receive payments of this portion of the participant’s account balance on a specified date in a lump sum or in annual installments for up to ten years beginning on a date specified by the participant. If no election is made, payment is made in a lump sum after termination of employment. The portion of the participant’s account balance that results from our contributions is payable after termination of employment. We also maintain an unfunded non-qualified equity deferral plan under which eligible executive officers who we select, including our Named Executive Officers, may elect to contribute all or a portion of their long-term incentive awards (excluding stock options) to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the participant at the time a deferral election is made. Awards settled in shares of our Common Stock are subject to the terms and conditions of our 2014 and 2023 Stock and Incentive Plan and the applicable award agreement. Awards to be settled in cash will be credited with interest as provided in the plan. No long-term incentive awards distributed to Named Executive Officers in 2023 were deferred under the plan.

  88. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control General Benefits In general, upon any termination of employment, a Named Executive Officer is entitled to amounts earned but that we have not paid. These amounts include: •base salary for services through the date of termination; •bonus amounts earned through the date of termination; •vested stock options; •compensation deferred by the Named Executive Officer and earnings on that deferred compensation; •vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 56; and •vested benefits under defined contribution retirement arrangements as described in the Summary Compensation Table and in the Non-Qualified Deferred Compensation Table and accompanying narrative and notes. Severance and Change-in-Control Agreements We have entered into severance and change-in-control agreements with our Named Executive Officers which provide certain benefits upon termination of employment under certain circumstances, including following a change in control. The severance and change-in-control agreements set forth the terms and conditions upon which our Named Executive Officers would be entitled to receive certain benefits upon termination of their employment: •by us with cause (as the term cause is described below); •by us without cause; •by the covered executive for good reason (as the term good reason is described below); •due to the covered executive’s death or disability; or •by the covered executive without good reason. Benefits upon Termination by Company without Cause or by Executive for Good Reason In the event of termination by us without cause or by a Named Executive Officer for good reason, the Named Executive Officer is entitled to: •an amount equal to one and one-half times the Named Executive Officer’s annual base salary; •an amount equal to one and one-half times the Named Executive Officer’s fiscal year target bonus percent established for the year of Named Executive Officer’s effective termination date under our short-term incentive plan (or such greater percent as may be designated by the Compensation and Human Resources Committee) multiplied by the Named Executive Officer’s base salary; •In respect of Named Executive Officer’s services in such fiscal year prior to the date of termination, the Company will pay to the Named Executive Officer a pro rata portion of Named Executive Officer's target bonus based on the number of months of employment during the fiscal year in which Named Executive Officer's termination of employment occurs, with employment on any day of a month being deemed a month of employment for purposes of this calculation; •If Named Executive Officer is participating in any Company-provided medical, vision or dental plans, Named Executive Officer will receive a lump sum payment equal to twelve (12) months of the portion of the premiums the Company would pay for active employee coverage, calculated as of the date of termination; •option to continue coverage under our life insurance or health flexible spending account programs in accordance with the terms of those programs; •compensation for unused earned vacation; and •the Company will pay Named Executive Officer $25,000 in lieu of providing outplacement services. Amounts payable would be reduced by the amount of other compensation the Named Executive Officer receives from us as an employee, independent contractor or consultant during the twelve months following termination of employment, as well as by any compensation under any other severance plan of ours. Benefits Following Change-in-Control In the event of a qualified change-in-control termination (as the term qualified change-in-control termination is described below), the Named Executive Officer is entitled to the same benefits as discussed under “Benefits upon Termination by Company without Cause or by Executive for Good Reason,” except that: •our CEO would be entitled to three times, and other Named Executive Officers would be entitled to two times, annual base salary and fiscal year target bonus percent established for the year of Named Executive Officer’s effective termination date under our short-term incentive plan (or such greater percent as may be designated by the Compensation and Human Resources Committee) multiplied by annual base salary; •if the Named Executive Officer has not used financial planning services during the year of termination, we would pay the Named Executive Officer the annual amounts approved by the Compensation and Human Resources Committee for the year of termination; •if the Named Executive Officer has not had an executive physical in the year of termination, we would pay the Named Executive Officer $10,000; •if Named Executive Officer is participating in any Company-provided medical, vision or dental plans, Named Executive Officer will receive a lump sum payment equal to eighteen months of the portion of the premiums the Company would pay for active employee coverage; •if Named Executive Officer is covered under an executive life insurance plan and/or an executive disability plan, we would pay the Named Executive Officer a lump sum payment equal to eighteen months of the premium costs for executive disability and life insurance policies; and •we would also credit the Named Executive Officer’s account under the Mosaic Non-Qualified Deferred Compensation Plan with certain amounts that we would have credited through the date of termination of employment under the Mosaic 401(k) Plan that either: - exceed limitations for contributions to tax-qualified plans under the Code; or - are not credited to the Named Executive Officer’s account because of a requirement under the Mosaic 401(k) Plan that a participant remain actively employed as of the end of the year in order to be eligible for our contribution. If the payments to a Named Executive Officer under the agreement together with amounts under other agreements or plans would subject the Named Executive Officer to the excise tax imposed by Section 4999 of the Code on parachute payments as defined in Section 280G of the Code, the benefits payable to the participant would be reduced if doing so would result in the best “net benefit” to the Named Executive Officer. Description of Key Terms For purposes of the severance and change-in-control agreements, in general: •“Cause” means: –material breach of the severance agreement; –gross neglect or willful failure or refusal to perform the Named Executive Officer’s duties; –personal dishonesty intended to, or does, result in substantial personal enrichment at our expense; –willful or intentional acts to injure the Company or the Named Executive Officer’s reputation or business relationships; –knowing and intentional fraud against us, our customers, suppliers, clients, agents or employees that results in material economic or reputational damage; –conviction of a felony or any crime involving fraud, dishonesty or moral turpitude; or –material breach of our Code of Ethics. •“Good reason” means: –material diminution in authority, responsibility or duties; –requiring the Named Executive Officer to move his or her regular office location by more than 50 miles; or –material diminution in base salary, target bonus or LTI opportunity from immediately preceding calendar year or the calendar year immediately preceding the Change-in-Control year, whichever is higher. •A “qualified change-in-control termination” means termination of a Named Executive Officer’s employment by us without cause or by a Named Executive Officer for good reason: –within two years following a change-in-control (as the term change-in-control is defined below); or –following our entry into a definitive agreement or plan that results in a change-in-control (as the term change-in-control is defined below), if the change-in-control occurs within six months after the date of termination.

  89. Potential Payments upon Termination or Change-In-Control

    •A “change-in-control” occurs if one of the following events occurs: –a majority of our directors are not individuals elected or nominated for election by our Board excluding those elected by proxy contest or threatened proxy contest; or –an acquisition of 35% or more of the voting power of our outstanding voting stock; or –a merger, consolidation, sale of substantially all assets or similar business combination unless the beneficial owners of our voting stock before the business combination own more than 50% of the voting stock of the surviving or acquiring entity in substantially the same proportions as before the business combination; or –stockholder approval of liquidation or dissolution of the Company. Obligations of our Named Executive Officers The severance and change-in-control agreements require our Named Executive Officers to: •furnish notice of good reason for termination by the Named Executive Officer and an opportunity for us to cure the good reason within 30 days, and continue to perform the Named Executive Officer’s duties during the cure period; •furnish at least 30 days advance notice of a termination of employment without good reason and continue to perform the Named Executive Officer’s duties during the notice period; •furnish us with a general release of claims the Named Executive Officer may have against us in order to obtain benefits as a result of termination by us without cause or by the Named Executive Officer with good reason; and •cooperate with the transition of the Named Executive Officer’s duties and responsibilities. The severance and change-in-control agreements prohibit the Named Executive Officers from: •disclosing confidential information; and •for a period of 18 months or, in the event of a Change in Control 24 months, following termination of employment: –soliciting our customers, dealers, employees, vendors and suppliers, or interfering with our business relationships; –competing with us; or –intentionally disparaging us. Duration of Severance and Change-in-Control Agreements Our severance and change-in-control agreements expired on March 31, 2023, they have been renewed by us and the executive officer for a term that will expire on March 31, 2026, except that, following a change-in-control, the term will extend to at least the second anniversary of the change-in-control. Treatment of Long-Term Incentive Awards Long-term equity incentive awards require a “double trigger” qualified change-in-control termination before vesting in the event of a change-in-control, as long as the consideration our stockholders receive in the change-in-control is stock that is registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”). The definition of a change-in-control under our long-term incentive awards is generally the same as under our severance and change-in-control agreements. These awards vest upon a participant’s death or disability or retirement at or after age 60 with at least five years of service (or pursuant to early retirement and with the consent of our Compensation and Human Resources Committee). RSUs and TSR performance units that vest upon retirement will not be distributed until the original vesting date, subject to the terms of the award agreement. TSR performance units are also subject to the attainment of the performance goals discussed under the “Long-Term Incentive Program beginning on page 40. Potential Acceleration of Payment of Non-Qualified Deferred Compensation The Mosaic Non-Qualified Deferred Compensation Plan in the U.S. provides that our Board, as constituted immediately before a change in control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan. Supplemental Agreement for Cargill International Retirement Plan Participant We have a supplemental agreement with Ms. Ricard, as a participant in Cargill’s international retirement plan, intended to put her in a position comparable to that of our employees who participate in Cargill’s U.S. salaried employees pension plans. If Ms. Ricard’s employment terminated at December 31, 2023, we would have paid her $83,000 under her supplemental agreement. Quantification of Compensation Payable as a Result of Severance or Change-in-Control The table below sets forth potential estimated amounts payable to each Named Executive Officer pursuant to our severance and change-in-control agreements. We relied on the following key assumptions in determining the amounts in the table, as well as the other assumptions discussed in the accompanying notes: •the termination of employment was effective as of December 31, 2023; •since the executive would have earned their 2023 bonus by virtue of employment on December 31, we have assumed that the bonus is earned but unpaid compensation rather than a severance payment; •in estimating the reimbursement for outplacement services in the event of termination of employment without cause or for good reason without a change-in-control, the maximum $25,000 amount of outplacement services is used; •we did not pay the Named Executive Officer any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment; •each Named Executive Officer maximized their contributions to the Mosaic 401(k) Plan; and •the value of the long-term incentives that would have been payable are based on the price of our Common Stock on December 31, 2023. Any change in these assumptions would change the amounts shown in the table, and the change could be material. The actual amounts that would be paid to a Named Executive Officer can only be determined at the time of the severance or change in control and/or termination of employment and can be expected to be different from the amounts shown in the table below. The table below does not include compensation that is accrued or vested prior to severance or a change in control. Severance and Change-in-Control Compensation Table

  90. Potential Payments upon Termination or Change-In-Control

    | Name and Benefits | Termination by Company without Cause or by Executive for Good Reason ($) | Death and Disability ($) | Retirement ($) | Qualified Change-in-Control Termination ($) | | James ("Joc") C. O'Rourke | | | | | | Cash Severance | $4,950,000 | — | — | $9,900,000 | | TSR Performance Units(1) | 14,826,616 | 14,826,616 | 14,826,616 | 14,826,616(2) | | Health, Dental, Life and Disability Reimbursement | 36,946 | | | 55,419 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 25,000 | | Total | $19,838,562 | $14,826,616 | $14,826,616 | $24,832,035 | | Clint C. Freeland | | | | | | Cash Severance | $2,280,000 | — | | $3,040,000 | | Restricted Stock Units | | 2,374,031 | | 2,374,031(2) | | TSR Performance Units | | 3,485,310 | | 3,485,310(2) | | Health, Dental, Life and Disability Reimbursement | 38,959 | | | 58,439 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Total | $2,343,959 | $5,859,341 | | $9,004,780 | | Bruce M. Bodine | | | | | | Cash Severance | $1,693,125 | — | | $2,257,500 | | Restricted Stock Units | | 1,638,731 | | 1,638,731(2) | | TSR Performance Units | | 3,198,504 | | 3,198,504(2) | | Health, Dental, Life and Disability Reimbursement | 36,065 | | | 54,098 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Total | $1,754,190 | $4,837,235 | | $7,195,833 | | Karen A. Swager | | | | | | Cash Severance | $1,666,875 | — | | $2,222,500 | | Restricted Stock Units | | 2,077,656 | | 2,077,656(2) | | TSR Performance Units | | 3,026,006 | | 3,026,006(2) | | Health, Dental, Life and Disability Reimbursement | 38,406 | | | 57,608 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Total | $1,730,281 | $5,103,662 | | $7,430,771 | | Corrine D. Ricard | | | | | | Cash Severance | $1,666,875 | — | | $2,222,500 | | TSR Performance Units(1) | 3,035,903 | 3,035,903 | 3,035,903 | 3,035,903(2) | | Health, Dental, Life and Disability Reimbursement | 32,432 | | | 48,648 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Total | $4,760,210 | $3,035,903 | $3,035,903 | $5,354,051 |

  91. Potential Payments upon Termination or Change-In-Control

    (1) Mr. O’Rourke and Ms. Ricard are the only Named Executive Officers who have met the retirement eligibility criteria under the terms of our long-term incentive award agreements. (2) Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 29, 2023, the last trading day of 2023, at a price of $35.73, shares of our Common Stock that we would issue to the Named Executive Officers upon a qualified change-in-control termination pursuant to the vesting of RSUs and performance units. In the event of a change-in-control in which the consideration our stockholders receive does not consist solely of shares of common stock that are registered under Section 12 of the Exchange Act, these (a) RSUs and performance units would vest, with the vested shares or cash, as applicable, issued at the end of the performance period, and (b) stock options would be cancelled and the holders would be entitled to payment of the excess, if any, of the highest per share price offered to our stockholders in the change-in-control over the exercise price per share of the options, for each share subject to the cancelled options. Also includes the pre-tax amounts that the Named Executive Officers would receive upon a qualified change-in-control termination following the vesting of performance shares. Each Named Executive Officer would receive a cash payment at the end of the performance period in an amount equal to the number of vested shares multiplied by the closing price per share of our Common Stock on the last trading day of the performance period but not less than the highest per-share price offered to our stockholders in any transaction whereby the change in control takes place. We have assumed for purposes of these calculations that the applicable amount is the closing price per share of our Common Stock on December 29, 2023, the last trading day of 2023, or $35.73.

  92. What vote is required for the election of directors and the other proposals to be approved?

    What vote is required for the election of directors and the other proposals to be approved? To be elected in an uncontested election, directors must receive a majority of the votes cast by the holders of the outstanding shares of our Common Stock, voting together as a single class, present in person (via the Internet) or by proxy at the 2024 Annual Meeting and entitled to vote in the election of directors (meaning the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director). In contested elections (an election in which the number of nominees for director is greater than the number of directors to be elected) the vote standard would be a plurality of votes cast, meaning the nominees receiving the most “FOR” votes will be elected until all board seats are filled. With respect to ratification of the appointment of KPMG LLP as our independent registered public accounting firm and approval of the advisory vote on compensation paid to our Named Executive Officers, the affirmative vote of the holders of a majority of the votes cast by the holders of the outstanding shares of Common Stock present in person (via the Internet) or by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of those proposals (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” that proposal).