MOSAIC (MOS)
Sector: Materials
2026 Annual Meeting Analysis
MOSAIC · Meeting: May 28, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors for a one-year term until the 2027 Annual Meeting of Stockholders
Against Analysis
Ms. Beebe has served since 2019, meaning her full tenure overlaps the 3-year period during which Mosaic's stock fell 43.2% while the compensation peer group median rose 34.9% — a gap of 78.1 percentage points, far exceeding the 20pp trigger threshold for directors serving during negative absolute TSR periods; the 5-year gap of 72.5pp also exceeds the 20pp threshold, so the 5-year mitigant does not apply.
Mr. Bodine joined the board in 2023 (more than 24 months ago) and has been CEO since January 2024; as an executive director he is subject to the same TSR trigger as other directors, and Mosaic's stock has underperformed the peer group median by 78.1pp over three years against a 20pp trigger threshold, with the 5-year gap also exceeding the threshold, so no mitigant applies.
Mr. Ebel has served since 2012 and is the Board Chair, so his tenure fully overlaps the 3-year underperformance period; Mosaic's stock underperformed the peer group median by 78.1pp against a 20pp trigger, the 5-year gap also exceeds the threshold, and as a sitting CEO of Enbridge he holds one outside public board seat (Mosaic) which is within the two-seat limit, so overboarding does not independently trigger a No vote, but the deep TSR underperformance alone warrants AGAINST.
Mr. Gitzel has served since 2013 and his full tenure overlaps the 3-year underperformance window; Mosaic's stock underperformed the peer group median by 78.1pp against a 20pp trigger threshold, the 5-year gap of 72.5pp also exceeds the 20pp threshold so no mitigant applies, and as sitting CEO of Cameco he serves on Mosaic's board — one outside seat, which is within the two-seat limit, so the TSR trigger drives the AGAINST vote.
Mr. Koenig has served since 2010, so his tenure fully covers the 3-year underperformance period during which Mosaic's stock underperformed the peer group median by 78.1pp, far exceeding the 20pp trigger; the 5-year gap of 72.5pp also exceeds the threshold, so no mitigant applies.
Mr. Seaton returned to the board in September 2019 and his tenure fully overlaps the 3-year underperformance period; Mosaic's stock underperformed the peer group median by 78.1pp against a 20pp trigger, and the 5-year gap of 72.5pp also exceeds the 20pp threshold so the 5-year mitigant does not apply.
Ms. Watkins has served since 2020, so her tenure fully overlaps the 3-year underperformance period; Mosaic's stock underperformed the peer group median by 78.1pp against a 20pp trigger threshold, and the 5-year gap of 72.5pp also exceeds the 20pp threshold, so the 5-year mitigant does not rescue a FOR vote.
Mr. Westbrook has served since 2016 and his tenure fully overlaps the 3-year underperformance period; Mosaic's stock underperformed the peer group median by 78.1pp against a 20pp trigger threshold, and the 5-year gap of 72.5pp also exceeds the 20pp threshold, so no mitigant applies.
For Analysis
Ms. Kuzenko joined the board in 2024 and has served for less than 24 months, making her exempt from the TSR underperformance trigger under the policy's new-director exemption; no other negative flags were identified.
Ms. Little joined the board in 2025 and has served for less than 24 months, making her exempt from the TSR underperformance trigger; no other negative flags were identified.
Ms. Shanahan joined the board in 2025 and has served for less than 24 months, making her exempt from the TSR underperformance trigger; no other negative flags were identified.
Mr. Teixeira joined the board in 2022 and has served roughly 3.5 years, meaning his tenure covers the majority of the 3-year underperformance period; however, he joined after Mosaic's stock had already begun to materially decline from its 2022 highs, which provides meaningful mitigating context, and given that his tenure covers less than the full period the policy calls for flagging but not automatically voting No — on balance a FOR vote is appropriate with the underperformance noted.
The 3-year TSR trigger fires for all directors whose tenure meaningfully overlaps the underperformance period: Mosaic's stock fell 43.2% over three years while the compensation peer group median rose 34.9%, a gap of 78.1 percentage points that far exceeds the 20pp threshold applicable when absolute TSR is negative. The 5-year gap of 72.5pp also exceeds the 20pp threshold, so no mitigant applies for long-tenured directors. Three directors who joined within the past 24 months (Kuzenko, Little, Shanahan) are exempt under the new-director rule and receive FOR votes. Mr. Teixeira, who joined in 2022, receives a FOR vote given mitigating context that he joined after Mosaic's stock had already begun underperforming. The remaining eight directors — including CEO Bodine — receive AGAINST votes.
Say on Pay
✓ FORCEO
Bruce M. Bodine
Total Comp
$10,410,935
Prior Support
93.5%%
CEO total compensation of $10.4 million is reasonable for a $7.7 billion Basic Materials company, and the pay mix is strongly performance-oriented — approximately 89% of the CEO's target pay is variable (72% long-term incentives, 17% short-term incentives), well above the 50-60% minimum threshold. Short-term incentive payouts came in at roughly 50% of target, reflecting below-target financial results including a free cash flow miss, which demonstrates that the incentive plan is actually working as designed rather than paying out regardless of outcomes. Prior-year shareholder support was 93.5%, well above the 70% threshold, and the company has a meaningful clawback policy in place, so no governance flags are triggered.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,685,000
Non-Audit Fees
$1,280,000
Non-audit fees (audit-related fees of $183,000 plus tax fees of $1,097,000 = $1,280,000) represent approximately 19% of audit fees ($6,685,000), well below the 50% threshold that would raise independence concerns; KPMG's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy, and Mosaic's $7.7B market cap is well-served by a Big 4 auditor, so ratification is appropriate.
Overall Assessment
The 2026 Mosaic annual meeting presents a shareholder-friendly pay program that earns a FOR on Say on Pay, and a clean auditor ratification with low non-audit fees, but the director election slate is substantially compromised by severe and sustained stock underperformance — Mosaic's shares fell 43% over three years while the peer group rose 35%, triggering AGAINST votes for eight of twelve nominees including the CEO, with only the three newest directors and one director with partial-tenure mitigating context receiving FOR votes. Shareholders who are concerned about long-term value destruction should use this ballot to send a clear signal to the board by withholding support from the long-tenured incumbent directors.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing