MOSAIC CO, DEF 14A filed on 4/12/2023
Proxy Statement (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name The Mosaic Company
Entity Central Index Key 0001285785
v3.23.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]  
PAY VERSUS PERFORMANCE
The following table shows the past three fiscal years’ Summary Compensation Table (“SCT”) pay, Compensation Actually Paid (“CAP”), our cumulative TSR, the cumulative TSR of our peer group over the same period, our net income, and our Adjusted Operating Earnings. As the table below demonstrates, there is a direct relationship between our financial outcomes and CAP to our Principal Executive Officer (“PEO”) and the average of CAP to the remaining Named Executive Officers (“NEOs”). The Compensation and Human Resources Committee believes that the Company’s pay-for-performance approach is working as designed.
Year
Summary Compensation Table Total for PEO
($)(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)
2022$12,063,106 $37,592,472 $3,517,094 $8,554,327 $208.92 $162.82 $3,583 $5,340 
202112,297,011 41,855,959 3,629,671 10,030,746 185.18 156.64 1,631 2,884 
202012,788,259 17,070,893 3,843,282 4,784,098 107.57 106.76 666 734 
    
Named Executive Officers, Footnote [Text Block]   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 2022 and 2021, Clint C. Freeland, Corrine D. Ricard, Bruce M. Bodine and Walter F. Precourt III; and (ii) 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.
    
Peer Group Issuers, Footnote [Text Block]   Standard & Poor’s Materials Index    
PEO Total Compensation Amount   $ 12,063,106 $ 12,297,011 $ 12,788,259
PEO Actually Paid Compensation Amount   $ 37,592,472 41,855,959 17,070,893
Adjustment To PEO Compensation, Footnote [Text Block]  
PEO SCT Total to CAP Reconciliation:
YearSummary Compensation Table TotalLess: Reported Fair Value of Equity AwardsPlus: Year-End Fair Value of Equity Awards Granted in the YearPlus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain UnvestedPlus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearCAP
2022$12,063,106 $(8,311,276)$6,423,586 $11,881,021 $15,536,035 $37,592,472 
202112,297,011 (7,919,369)12,030,989 23,482,220 $1,965,108 $41,855,959 
202012,788,259 (8,258,501)13,606,461 686,548 $(1,751,874)$17,070,893 
    
Non-PEO NEO Average Total Compensation Amount $ 3,517,094   3,629,671 3,843,282
Non-PEO NEO Average Compensation Actually Paid Amount   $ 8,554,327 10,030,746 4,784,098
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]  
Non-PEO SCT Total to CAP Reconciliation:
YearSummary Compensation Table TotalLess: Reported Fair Value of Equity AwardsPlus: Year-End Fair Value of Equity Awards Granted in the YearPlus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain UnvestedPlus: 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
2022$3,517,094 $(1,827,948)$1,412,777 $2,567,929 $2,853,550 $30,925 $8,554,327 
20213,629,671 (1,685,544)2,560,654 4,948,624 581,791 (4,450)10,030,746 
20203,843,282 (1,794,581)2,956,699 166,024 (295,651)(91,675)4,784,098 
    
Tabular List [Table Text Block]  
Important Financial Performance Measures
The following financial performance measures played a meaningful role in the amount of CAP to Mosaic NEOs for 2022:
Total Shareholder Return
Adjusted Operating Earnings
Free Cash Flow
Cost Control
Performance Products Sales
    
Total Shareholder Return Amount   $ 208.92 185.18 107.57
Peer Group Total Shareholder Return Amount   162.82 156.64 106.76
Net Income (Loss)   $ 3,583,000,000 $ 1,630,600,000 $ 666,000,000
Company Selected Measure Amount   5,340,000,000 2,884,000,000 734,000,000
PEO Name   James (“Joc”) C. O’Rourke    
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name   Total Shareholder Return    
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name   Adjusted Operating Earnings    
Non-GAAP Measure Description [Text Block]   Adjusted Operating Earnings is defined as shown on Appendix A.    
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name   Free Cash Flow    
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name   Cost Control    
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name   Performance Products Sales    
PEO [Member] | Reported Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ (8,311,276) $ (7,919,369) $ (8,258,501)
PEO [Member] | Year-End Fair Value of Equity Awards Granted in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   6,423,586 12,030,989 13,606,461
PEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   11,881,021 23,482,220 686,548
PEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   15,536,035 1,965,108 (1,751,874)
Non-PEO NEO [Member] | Reported Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (1,827,948) (1,685,544) (1,794,581)
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   1,412,777 2,560,654 2,956,699
Non-PEO NEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   2,567,929 4,948,624 166,024
Non-PEO NEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   2,853,550 581,791 (295,651)
Non-PEO NEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ 30,925 $ (4,450) $ (91,675)