MOS DEF 14A Report ended Dec. 31, 2019

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•	We realized approximately $330 million of targeted savings and synergies, net of costs to achieve, related to the acquisition of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we refer to as Mosaic Fertilizantes) which exceeds our previously announced goal of $275 million by the end of 2019.

•	In October 2019, we announced that we plan to accelerate development of the Esterhazy K3 potash mine by an additional year, with expected completion by mid-2022. We produced a total of 1.4 million tonnes of ore from the K3 shaft in 2019. The transition to K3 from the K1 and K2 shafts is expected to eliminate our brine inflow management costs.

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As a result of new Brazilian mining standards, we temporarily idled operations at four tailings dams and the three related phosphate mines at Araxá, Tapira, and Catalão while we implemented changes to comply with the new standards. The three mines returned to full production by September 2019. During that time, we processed available rock inventory and imported rock from our mine in Peru to maintain production, albeit at lower rates. We supplemented with finished phosphates from our Florida operations to meet our Brazilian customers’ needs.

•	In April 2019, we purchased the Pine Bend distribution facility in Rosemount, Minnesota, near the northern end of the Mississippi River, for $55 million. This large facility significantly improves our ability to serve customers in the U.S., allows us to capture time-place premiums, reduces our logistics risk and allows us to avoid capital investment in our older facilities in the same region.

•	We took steps to reduce our phosphate and potash fertilizer production until market conditions improve, including decreasing our phosphate production in Florida and Louisiana and idling our Colonsay, Saskatchewan potash mine.

•	During the second quarter of 2019, we announced the permanent closure of the Plant City, Florida phosphate facility that was previously idled in late 2017, reaffirming our commitment to low-cost operations.

•	We repurchased 7.1 million shares of our common stock, par value $0.01 per share (“Common Stock”) for approximately $150 million.

•	New Right to Call Special Meeting. On March 5, 2020, we amended our Bylaws to allow stockholders that beneficially own 25% of our outstanding shares of Common Stock to call a special meeting, where they may take action between annual meetings on corporate matters that require stockholder approval.

•	Declassified Board of Directors. At each annual meeting of stockholders of Mosaic, each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic.

•	Majority Vote Standard .  Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections.

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Proxy Access . Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding shares of Common Stock, continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board of Directors or two directors, whichever is greater, subject to the requirements set forth in our Bylaws.

•	Independent Directors. 85% of our directors are independent. All of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.

•	Independent Board Leadership. Our Board of Directors is led by an independent Chairman.

•	Annual Director Evaluations. Annual self-evaluations are conducted by our Board of Directors and each standing committee, and individual directors are evaluated by their peers.

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Director Stock Ownership. Non-employee directors are subject to minimum stock ownership guidelines equal to five times the base cash retainer, pursuant to which they are expected to attain within five years of service, except with respect to Mr. Siani Pires, who has declined compensation for his services as a director as described in footnote (3) to the Director Stock Ownership Guidelines table on page 19 .

•	Succession Planning. The Corporate Governance and Nominating Committee conducts a rigorous annual review of succession planning for our CEO and the Compensation Committee annually reviews succession planning for other executive officers and key executives.

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•	Environmental, Health, Safety and Sustainable Development

–	We are dedicated to protecting our employees and the communities in which we operate, and to being a good steward of natural resources.

–	A separate standing Board committee to oversee environmental, health, safety and sustainable development matters.

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•	We made progress on developing an ESG framework and refreshing companywide targets.

•	We were named one of Corporate Responsibility Magazine’s 100 Best Corporate Citizens for the tenth consecutive year.

•	We were named to the FTSE4Good Index, which is a set of indices maintained by the Financial Times Stock Exchange to measure the performance of companies that meet globally recognized corporate responsibility standards.

•	We were listed as one of America’s Most Responsible Companies by Newsweek.

•	We made progress on obtaining third-party assurance of companywide water, energy and greenhouse gas emissions data.

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•	Periodic solicitation of input from Board members.

•	Consultations with senior management and director search firms.

•	Candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws.

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•	Personal characteristics:

–	highest personal and professional ethics, integrity and values;

–	an inquisitive and objective perspective; and

–	practical wisdom and mature judgment;

•	Broad experience at the policy-making level in international business, trade, agriculture, government, academia or technology;

•	Expertise that is useful to us and complementary to the background and experience of other directors, so that an appropriate balance of skills and experience of the membership of the Board can be achieved and maintained;

•	Willingness to represent the best interests of all stockholders and objectively appraise management performance;

•	Involvement only in activities or interests that do not create a material conflict with the director’s responsibilities to us and our stockholders;

•	Commitment in advance of necessary time for Board and committee meetings; and

•	A personality reasonably compatible with the existing Board members.

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In accordance with its charter and NYSE listing standards, our Audit Committee regularly reviews with management, our Vice President – Internal Audit, and our independent registered public accounting firm, the quality and adequacy of our system of internal accounting, financial, disclosure and operational controls, including policies, procedures and systems to assess, monitor and manage business risks, as well as compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and discusses with management and our Vice President – Internal Audit policies regarding risk assessment and risk management.

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Our EHSS Committee oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our businesses; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs.

•	Our Corporate Governance and Nominating Committee oversees succession planning for our CEO and oversees from a corporate governance perspective the manner in which the Board and its committees review and assess enterprise risk.

•	Our Compensation Committee oversees risks related to our executive and employee compensation policies and practices, as well as succession planning for senior management other than our CEO.

•	Audit;

•	Compensation;

•	Corporate Governance and Nominating; and

•	Environmental, Health, Safety and Sustainable Development.

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•	Compensation should fairly pay directors for work required for a company of our size and scope;

•	Compensation should align directors’ interests with the long-term interests of stockholders; and

•	The structure of compensation should be simple, transparent and easy for our stockholders to understand.

•	an annual cash retainer of $180,000 to our Chairman of the Board and $90,000 to each other director;

•	an annual cash retainer of $20,000 to the Chair of our Audit Committee;

•	an annual cash retainer of $15,000 to the Chair of our Compensation Committee; and

•	an annual cash retainer of $10,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

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(1)	Reflects the aggregate amount of the cash retainers earned or paid for 2019 .

(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 22 to our audited financial statements for 2019 included in the 2019 10-K Report.

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(3)	The following table shows the number of RSUs held at December 31, 2019 by each non-employee director:

(4)	Reflects dividend equivalent payments for 2019 . Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued.

(5)	Mr. Lumpkins retired from our Board effective as of the close of the 2019 Annual Meeting.

(6)	Mr. Siani Pires has declined compensation for his service on the Board in order that he may remain in compliance with Vale’s policies.

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•	We realized approximately $330 million of targeted savings and synergies, net of costs to achieve, related to the acquisition of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A., which we refer to as Mosaic Fertilizantes) which exceeds our previously announced goal of $275 million by the end of 2019.

•	In October 2019, we announced that we plan to accelerate development of the Esterhazy K3 potash mine by an additional year, with expected completion by mid-2022. We produced a total of 1.4 million tonnes of ore from the K3 shaft in 2019. The transition to K3 from the K1 and K2 shafts is expected to eliminate our brine inflow management costs.

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As a result of new Brazilian mining standards, we temporarily idled operations at four tailings dams and the three related phosphate mines at Araxá, Tapira, and Catalão while we implemented changes to comply with the new standards. The three mines returned to full production by September 2019. During that time, we processed available rock inventory and imported rock from our mine in Peru to maintain production, albeit at lower rates. We supplemented with finished phosphates from our Florida operations to meet our Brazilian customers’ needs.

•	In April 2019, we purchased the Pine Bend distribution facility in Rosemount, Minnesota, near the northern end of the Mississippi River, for $55 million. This large facility significantly improves our ability to serve customers in the U.S., allows us to capture time-place premiums, reduces our logistics risk and allows us to avoid capital investment in our older facilities in the same region.

•	We took steps to reduce our phosphate and potash fertilizer production until market conditions improve, including decreasing our phosphate production in Florida and Louisiana and idling our Colonsay, Saskatchewan potash mine.

•	During the second quarter of 2019, we announced the permanent closure of the Plant City, Florida phosphate facility that was previously idled in late 2017, reaffirming our commitment to low-cost operations.

•	We repurchased 7.1 million shares of our Common Stock for approximately $150 million.

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•	As in prior years, the majority of target total direct compensation for 2019 was “at risk” based on financial, operational and stock price performance.

•	Our short-term incentive plan paid out at 49.94% of target for our executive officers, reflecting challenging market conditions that were persistent in our industry throughout the year.

•	Our long-term incentive awards granted in 2019 for the 2019 - 2022 performance period consisted of one-third time-based RSUs and two-thirds total shareholder return (“TSR”) performance units at target.

▪	RSUs granted in 2019 to our executive officers will vest on the third anniversary of the grant date.

▪	TSR performance unit awards granted in 2019 to our executive officers:

–	are 100% stock denominated, with one-half stock settled and one-half cash settled awards;

–	require positive net earnings and 10% TSR growth over a three-year performance period to earn target awards; and

–	require an additional one-year holding period on the stock settled portion of the award.

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Our TSR performance unit awards granted to our executive officers in 2017 were forfeited in early 2020 based on failure to achieve positive net earnings over the three-year performance period, which included fiscal years 2017- 2019. In March 2020, our Compensation Committee determined that we did not meet the positive net earnings threshold largely as a result of implementing strategic decisions to counter weak phosphate and potash prices which led to $1.46 billion in non-cash charges during the performance period.

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(b)

Realizable Pay includes (i) base salary, (ii) actual annual short-term incentive earned, (iii) the value of outstanding in-the-money stock options and unvested RSUs granted during the periods presented based on the closing price of our Common Stock on December 31, 2019 , the last trading day of 2019 , or $21.64 , and (iv) the estimated value of TSR performance unit awards granted in the periods presented, using the 30-day average trading price as of December 31, 2019 to determine the estimated vesting percentage.

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•	price, supply and demand of our fertilizer products and the key product inputs;

•	cash crop prices affecting farmer income levels and affordability of crop nutrients;

•	weather events and patterns affecting crop yields and prices;

•	raw material and energy costs that affect profit margins;

•	government fertilizer subsidies and other farm policies; and

•	environmental regulations and the costs of compliance and risk abatement.

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•	Execution on financial performance expectations

•	Leadership in shifting culture to advance Mosaic’s ability to compete and win

•	Leadership in transformational initiatives across the Company to improve operational performance

•	Initiative to accelerate Esterhazy K3 production, allowing the Company to reduce brine costs and capital spending earlier than projected

•	Oversaw the programs developed to strengthen the Company’s environmental compliance and to renew employee commitment to safety

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•	Leadership in the pay down of debt and the establishment of absolute target debt levels to better align with cyclical industry dynamics

•	Execution on the financial performance of the Company ensuring it is well positioned to benefit from improving markets

•	Focus on strengthening balance sheet and cash preservation in order to achieve 2020 financial objectives

•	Execution on the Vale Fertilizantes integration strategy putting us on track to reach the net savings target of $275 million well before our original target achievement date

•	Oversaw a successful approach to managing gypstack expansions spend in Brazil, resulting in a significant capital spend avoidance

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•	Delivery of a record year for Mosaic’s premium products sales (MicroEssentials ® , Aspire ® and K-Mag ® )

•	Achievement of new domestic and export MOP shipment record

•	Continued negotiation of cost effective rates and contracts, and reinforcement of strategic relationships with our critical transportation partners

•	Leadership in the restructuring of phosphate business unit to control costs, increase efficiency and productivity and to refocus the business unit on its most critical priorities, resulting in record-setting mined rock costs at a number of sites

•	Achievement of integration goals at the Miski Mayo mine resulting in a reduction in total cash cost and the most successful safety, production and cost performance since the joint venture began operations in 2010

•	Significant EHS performance improvement with the fewest injuries and environmental incidents than at any point in our history

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•	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.

•	Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations.

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

•	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 premiums

•	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.

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•	The balance of base pay, short-term incentives and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility;

•	A long-term incentive program that for 2019 granted a mix of one-third RSUs and two-thirds performance units which ties performance to stock price and total shareholder return, to mitigate the risk of actions intended to

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•	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;

•	Broad range of performance measures we utilize under our short-term incentive plan, which for executive officers, and employees alike, includes both financial and operational goals; and

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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 47 ; 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 Committee to exercise negative discretion to reduce or eliminate payouts under our Short-Term Incentive Plan if it deems appropriate.

(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)	Includes the cash bonus awarded to Ms. Ricard in recognition of her service as interim leader of Mosaic’s human resources organization in addition to her responsibilities as Senior Vice President - Commercial for the period beginning in November 2018 and ending in June 2019.

(4)	Reflects the grant date fair value for each Named Executive Officer’s grants of RSUs and TSR performance units (excluding the one-year holding period liquidity discount for the cash-settled TSR performance units) in the applicable fiscal year, and the stock-

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(a)

Assumes (i) the issuance of the maximum number of shares permitted to be issued, and (ii) that the 30-day trading average price of a share of our Common Stock plus dividends, or ending value, is at least $126.96 when the performance units vest. The number of shares actually issued is subject to reduction so that the ending value multiplied by the number of shares issued does not exceed $126.96 multiplied by the number of performance units awarded.

(5)

Reflects the grant date fair value for each Named Executive Officer’s grants of stock options in the applicable fiscal year, determined using the Black-Scholes model and in accordance with FASB ASC 718. The assumptions used in the valuation are discussed in note 22 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2019 .

(6)	Reflects awards under our short-term incentive program. We have included additional information about our short-term incentive program, including the performance measures for 2019 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 39 , in our Compensation Discussion and Analysis.

(7)	Includes the aggregate increase in the actuarial value of pension benefits for 2019 , 2018 and 2017 under Cargill’s U.S. salaried employees’ pension plan for Mr. McLellan and Ms. Ricard, and under Cargill’s international employees’ pension plan for Mr. McLellan.

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(8)	The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2019 :

(a)	Reflects amounts reimbursed under our travel policy for travel by Mr. O’Rourke and Ms. Ricard’s spouses for site visits and to industry and investor conferences. Mr. O’Rourke’s spouse accompanied him on a chartered flight for business purposes in accordance with our travel policy, for which there was no incremental cost to us.

(b)	This amount represents tax reimbursements on relocation expenses, under our travel policy and under expatriate arrangements, which are described in footnote (d) below.

(c)

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 56 .

(d)	Includes the following expatriate benefits:

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For Mr. McLellan, $1,415,386 in taxes paid on Mr. McLellan’s behalf; and $329,022 of miscellaneous expenses related to his assignment (including tax planning fees, language lessons, car and driver expenses, meals, service fees, immigration costs and an expense allowance). We also made $ 935,899 of tax reimbursements under Mr. McLellan’s expatriate arrangement. In accordance with applicable SEC rules, the tax reimbursement amount is included in the “Tax Reimbursements” row in the table above.

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For Ms. Ricard, $125,531 of miscellaneous expenses related to her assignment (including home finding trip, service fees, property management fee, immigration costs and an expense allowance). We also made $80,256 of tax reimbursements 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.

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For Mr. Precourt, $61,834 in taxes paid on Mr. Precourt’s behalf; and $23,575 of miscellaneous expenses related to his assignment (including tax planning expenses, service fees and immigration costs). We also made $1,845 of tax reimbursements under Mr. Precourt’s expatriate arrangement for taxes on amounts we reimbursed that are taxable compensation to Mr. Precourt. In accordance with applicable SEC rules, the tax reimbursement is included in the “Tax Reimbursements” row in the table above.

(9)	Mr. Freeland joined Mosaic on June 4, 2018, as our Senior Vice President and Chief Financial Officer.

(10)	Mr. McLellan was our Senior Vice President - Mosaic Fertilizantes until November 15, 2019, when he became our Senior Vice President - Commercial.

(11)	Ms. Ricard served as Mosaic’s Senior Vice President - Commercial from January 1, 2019, until November 15, 2019 and then transitioned to Senior Vice President - Mosaic Fertilizantes.

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(1)	Amounts in these columns represent potential payouts under the short-term incentive program. 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 program, under “Short-Term Incentive Program” beginning on page 39 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. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 41 .

(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 41 in our Compensation Discussion and Analysis and, with respect to Ms. Ricard, retention award granted to her by the Compensation Committee at the time of her transition to our Senior Vice President - Mosaic Fertilizantes.

(4)

Amounts in this column reflect the grant date fair value of the applicable award (excluding the one-year holding period liquidity discount for the cash-settled TSR performance units) which was 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 22 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2019 . 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 a share of our Common Stock on the date of grant.

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(1)	The exercise price for all stock options is the fair market value of our Common Stock on the date of grant, which is equal to the closing price as reflected on the NYSE composite tape.

(2)	The amounts for RSUs were calculated by multiplying the closing market price of a share of our Common Stock on December 31, 2019 , of $21.64 per share by the number of unvested shares.

(3)	These RSUs vest on March 8, 2021.

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(4)

Amounts shown assume that the sum of our net earnings for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2019 . These awards did not in fact pay out and were forfeited because our cumulative net earnings during the performance period did not meet the threshold for vesting and payment.

(5)	These RSUs vest on March 7, 2022.

(6)

These performance units vest on March 8, 2021. Amounts shown assume that the sum of our net earnings for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2019 .

(7)

These performance units vest on March 7, 2022. Amounts shown assume that the sum of our net earnings for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2019 .

(8)

These performance units vest on March 7, 2022, and will be settled in cash. Amounts shown assume that the sum of our net earnings for the three fiscal years preceding the vesting date is positive. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2019 .

(9)	These stock options vested on March 2, 2020.

(10)	These RSU’s vest on June 4, 2021.

(11)	One-third of these RSU's vest on November 15 in each of 2020, 2021 and 2022. On each of the vesting dates, we will pay the fair market value equal to the closing price of a share of our Common Stock on the vesting date multiplied by the vested whole and fractional RSUs to Ms. Ricard.

(1)	TSR performance unit awards granted in 2016 for the 2016 - 2019 performance period which ended in early 2019, in advance of the challenges experienced in the market, vested above target and paid out at values above the grant date fair value ( 22% ), reflecting the growth in our stock price between their grant date and the end of the performance period.

(2)	Amounts shown in this column are calculated by multiplying the number of shares vested times the closing price of our Common Stock on the applicable vesting date.

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(1)

Annual benefits for Mr. McLellan and Ms. Ricard under the applicable 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 Mr. McLellan 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 these plans were frozen.

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discount rates of 3.63% (for Mr. McLellan) and 3.68% (for Ms. Ricard); 4.06% (for Mr. McLellan) and 4.11% (for Ms. Ricard); and 3.85% (for Mr. McLellan) and 3.97% (for Ms. Ricard) for the present value calculation as of December 31, 2019 , 2018 and 2017 , 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-2018 and no collar adjustments as of December 31, 2019 and the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2016 and no collar adjustments as of December 31, 2018 and December 31, 2017. These are the same assumptions used by Cargill in determining the accumulated benefits under Cargill’s U.S. salaried employees’ pension plans that it uses in determining its charges to us for the plan;

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immediate retirement for Mr. McLellan and retirement at the age of 60 for Ms. Ricard under the applicable Cargill U.S. salaried employees’ pension plan, which is the earliest age that any Named Executive Officer may retire with unreduced retirement benefits under that plan, and retirement at age 65 for Mr. McLellan and Ms. Ricard under Cargill’s international retirement plan, which is the earliest age that they may retire with unreduced benefits under that plan; and

•	expected terminations, disability and pre-retirement mortality: none assumed.

(2)	This amount is an estimate and does not necessarily reflect the actual amount that will be paid to the Named Executive Officer, which will only be known when he or she becomes eligible for payment.

(3)

Following termination of employment, Mr. McLellan and Ms. Ricard are entitled to a lump sum that increases each year to age 65. The lump sum payment begins at $624,000 for Mr. McLellan if termination of employment occurs after age 63 and prior to attaining age 64 and increases annually to $760,000 if termination of employment occurs after age 65; for Ms. Ricard, the lump sum payment begins at $46,000 if termination of employment occurs after age 56 and prior to attaining age 57 and increases annually to $129,000 if termination of employment occurs after age 65.

(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 2019 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 2019 in the Summary Compensation Table. Included in the amounts for Mr. McLellan and Ms. Ricard is the lump sum contribution reflecting the negotiated payments, in the amounts of $ 6,897 and $ 100,213 , respectively, made upon the freezing of the Cargill, Incorporated and Associated Companies Salaried Employees’ Pension Plan.

(3)

These amounts represent earnings on each Named Executive Officer’s account balance for 2019 . Gains and losses accrue at rates equal to those on various investment alternatives selected by the participant, which alternatives are generally the same as the investment alternatives available under the Mosaic 401(k) Plan. 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.

(4)	These amounts are payments made to each Named Executive Officer from his or her account in 2019 .

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(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:

•	by us with cause (as the term cause is described below);

•	by us without cause;

•	by the covered executive for good reason (as the term good reason is described below);

•	due to the covered executive’s death or disability; or

•	by the covered executive without good reason.

•	base salary for services through the date of termination;

•	bonus amounts earned through the date of termination;

•	vested stock options;

•	compensation deferred by the executive officer and earnings on that deferred compensation;

•	vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 53 ; 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.

•	an amount equal to one and one-half times the executive officer’s annual base salary;

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•	an amount equal to one and one-half times the executive officer’s prior fiscal year target bonus percent under our Short-Term Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by the executive officer’s base salary;

•	if the executive officer was employed by us for three months or more during the fiscal year in which the termination occurs, a pro rata portion of any annual bonus that would have been payable based on actual performance under our Management Incentive Plan;

•	if the executive officer elects to continue group health or dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), reimbursement for a portion of the premiums equal to the amount we would pay if the executive officer were an active employee, for up to twelve months as long as coverage under COBRA is available;

•	elect to continue coverage under our life insurance or health flexible spending account programs in accordance with the terms of those programs;

•	compensation for unused vacation; and

•	outplacement services for up to one year (to a maximum of $25,000).

•	our CEO would be entitled to two and one-half times, and other executive officers would be entitled to two times, annual base salary and prior fiscal year target bonus percent under our Short-Term Incentive Plan (or such greater percent as may be designated by the Compensation Committee) multiplied by annual base salary;

•	the minimum period for which the executive officer would be required to be employed by us during the fiscal year in order to receive a pro rata portion of any annual bonus that would have been payable based on actual performance under our Short-Term Incentive Plan would be reduced to one day;

•	if the executive officer has not used financial planning services in the year of termination, we would pay the executive officer $12,000 (for executive officers other than our CEO) or $15,000 (for our CEO);

•	if the executive officer has not had an executive physical in the year of termination, we would pay the executive officer $10,000;

•	instead of reimbursing the executive officer for our portion of premium costs to continue coverage under group health, dental and life insurance plans, we would pay the executive officer a lump sum equal to eighteen months of our portion of the premium costs;

•	we would pay the executive officer a lump sum payment equal to eighteen months of the premium costs for executive disability and life insurance policies;

•	the reimbursement for outplacement services would be replaced by a lump sum payment of $25,000; and

•	we would also credit the executive officer’s account under 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:

•	“Cause” means:

–	material breach of the severance agreement;

–	gross neglect or willful failure or refusal to perform the executive officer’s duties;

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–	personal dishonesty intended to result in substantial personal enrichment at our expense;

–	willful or intentional acts to injure the Company or the executive officer’s reputation or business relationships;

–	knowing and intentional fraud against us, our customers, suppliers, clients, agents or employees;

–	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 demotion in status or duties;

–	requiring the executive officer to move his or her regular office location by more than 50 miles; or

–	material diminution in base salary.

•	A “qualified change-in-control termination” means termination of an executive officer’s employment by us without cause or by an executive officer for good reason:

–	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 any of the following types of changes in control, if the change-in-control occurs within six months after the date of termination:

▪	an acquisition of 50% or more of the voting power of our outstanding voting stock;

▪	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.

•	A “change-in-control” occurs if one of the following events occurs:

–	a majority of our directors are not individuals:

▪	for whose election proxies were solicited by our Board; or

▪	who were appointed by our Board to fill vacancies caused by death, resignations or newly-created directorships; or

–	an acquisition of 50% 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.

•	furnish notice of good reason for termination by the executive officer and an opportunity for us to cure the good reason within 30 days, and continue to perform the executive officer’s duties during the cure period;

•	furnish at least 30 days advance notice of a termination of employment without good reason and continue to perform the executive officer’s duties during the notice period;

•	furnish us with a general release of claims the executive officer may have against us in order to obtain benefits as a result of termination by us without cause or by the executive officer with good reason; and

•	cooperate with the transition of the executive officer’s duties and responsibilities.

•	disclosing confidential information; and

•	for a period of 12 months following termination of employment:

–	soliciting our customers, dealers, employees, vendors and suppliers, or interfering with our business relationships; or

–	competing with us.

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•	the termination of employment was effective as of December 31, 2019 ;

•	the pro rata portion of the annual bonus that would have been payable as of the date of severance was based on the actual bonus under our Short-Term Incentive Plan for 2019 ;

•	in estimating the reimbursement for outplacement services in the event of termination of employment without cause or for good reason without a change-in-control, the maximum $25,000 amount of outplacement services is used;

•	we did not pay the executive officer any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment;

•	each Named Executive Officer maximized his contributions to the Mosaic 401(k) Plan; and

•	the 30-day trading average of our Common Stock as of the date of termination of employment was equal to that for the period ended December 31, 2019 .

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(1)	Includes the pre-tax amounts that the Named Executive Officers would realize if they had sold on December 31, 2019 , the last trading day of 2019 , at a price of $21.64 , shares of our Common Stock that:

Ÿ	they could acquire pursuant to stock options for which we would accelerate vesting upon a qualified change-in control termination pursuant to the terms of the stock option; and

Ÿ	we would issue to the executive officers upon a qualified change-in-control termination pursuant to the vesting of RSUs and performance units.

(2)

The excise tax imposed by the Code on “excess parachute payments” is 20%. This excise tax, together with any corresponding tax gross-up, applies only if the total value of change-in-control payments calculated under Section 280G of the Code equals or exceeds three times the average annual compensation attributable to the executive officer’s employment with us over the prior five-year period. Under the severance and change-in-control agreements, if the excise tax would otherwise apply, the benefits payable to the executive officer would be reduced if doing so would result in the best net benefit to the executive officer.

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•	Management’s report on its assessment of the effectiveness of Mosaic’s internal control over financial reporting; and

•	Management’s conclusions regarding the effectiveness of Mosaic’s disclosure controls and procedures.

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•	The meeting and the stockholder vote take place in an orderly and transparent manner on a specified date that is publicly announced well in advance, giving all interested stockholders an opportunity to express their views and cast their votes;

•	The meeting provides stockholders with a forum for open discussion and consideration of the proposed stockholder action;

•	Accurate and complete information about the proposed stockholder action is contained in the proxy statement, which is widely distributed before the meeting, thereby promoting a well-informed discussion on the merits of the proposed stockholder action; and

•	The Board has sufficient time to analyze, consider and provide a recommendation to all of our stockholders with respect to all actions proposed to be taken at a stockholder meeting.

•	Annual Election of Directors .  At each annual meeting of stockholders of Mosaic, each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic.

•	Majority Vote Standard .  Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections.

•

Proxy Access . Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding shares of common stock continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board or two directors, whichever is greater, subject to the requirements set forth in our Bylaws.

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•	Annual Say on Pay Vote . We provide our stockholders an annual advisory vote on our executive compensation.

•	Communication with the Board . We disclose means for stockholders to communicate with and raise concerns to the Board.

(1)	Beneficial ownership of securities is based on information furnished or confirmed by each director or executive officer.

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(2)	Includes the following shares subject to stock options or RSUs exercisable, vested or vesting within 60 days of March 24, 2020 :

(3)	Includes 1,578 shares of common stock held in Ms. Johnson’s Simplified Employee Pension Individual Retirement Arrangement.

(4)	Includes 158,345 shares of common stock held in a trust for which Mr. O’Rourke is the trustee, and 3,000 shares of common stock held by Mr. O’Rourke’s wife.

(5)	Includes 10,000 shares of common stock held by Waterside International Ventures Limited, a controlled corporation for which Mr. Siani Pires and his wife are the sole shareholders and directors.

(1)	Share ownership is as of December 31, 2019 , as set forth on a Schedule 13G/A ( Amendment No. 7 ) filed with the SEC on February 12, 2020 . Based solely on that filing:

(a)	The Vanguard Group, Inc. is deemed to beneficially own 38,428,664 shares of our common stock, with sole voting power as to 520,430 shares, sole dispositive power as to 37,825,381 shares, shared voting power as to 109,083 shares and shared dispositive power as to 60,283 shares;

(b)	Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 397,533 shares of our common stock for which it serves as investment manager of collective trust accounts; and

(c)	Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 321,347 shares of our common stock for which it serves as investment manager of Australian investment offerings.

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(2)	Share ownership is as of January 8, 2018 , as set forth in the Schedule 13D filed with the SEC on January 18, 2018 . Based solely on that filing, Vale is deemed to beneficially own 34,176,574 shares of our common stock, with shared voting and dispositive power as to all of such shares.

(3)	Share ownership is as of December 31, 2019 , as set forth in the Schedule 13G/A ( Amendment No. 6 ) filed with the SEC on February 5, 2020 . Based solely on that filing, BlackRock, Inc. is deemed to beneficially own 25,976,317 shares of our common stock, with sole voting power as to 21,977,237 shares and sole dispositive power as to all of such shares.

(4)	Share ownership is as of December 31, 2019 , as set forth in the Schedule 13G filed with the SEC on February 14, 2020 . Based solely on that filing, State Street Corporation is deemed to beneficially own 19,904,685 shares of our common stock, with shared voting power as to 17,266,748 shares and and shared dispositive power as to all of such shares.

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•	you participate in the meeting and vote through www.virtualshareholdermeeting.com/MOS2020 ; or

•	you have properly submitted, and have not revoked, a proxy vote by mail, telephone or via the Internet.

•	over the telephone by calling a toll-free number;

•	electronically, using the Internet;

•	by completing, signing and mailing the printed proxy card, if you received one; or

•	via the Internet, during the 2020 Annual Meeting, by going to www.virtualshareholdermeeting.com/MOS2020 and using your control number (included on the Notice of Internet Availability of Proxy Materials we mailed to you or on the proxy card, if you requested one be sent to you).

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•	Election of 13 directors: Cheryl K. Beebe , Oscar P. Bernardes , Nancy E. Cooper , Gregory L. Ebel , Timothy S. Gitzel , Denise C. Johnson , Emery N. Koenig , James ("Joc") C. O'Rourke , David T. Seaton , Steven M. Seibert , Luciano Siani Pires , Gretchen H. Watkins and Kelvin R. Westbrook ;

•	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020 ; and

•	A non-binding Say-on-Pay advisory vote on compensation paid to our Named Executive Officers as disclosed in this Proxy Statement.

•	Adoption of a written consent right.

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•	“ FOR ” the election of all of the director nominees;

•	“ FOR ” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for year ending December 31, 2020 ;

•	“ FOR ” the Say-on-Pay Proposal; and

•	“ AGAINST ” the adoption of a written consent right.

•	if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than 11:59 p.m. Eastern Time on May 20 , 2020 ;

•	if you completed and returned a proxy card, by submitting a new proxy card with a later date and returning it prior to the meeting;

•	by submitting timely written notice of revocation to our Corporate Secretary at the address shown on page 24 of this Proxy Statement; or

•	by voting virtually during the meeting at www.virtualshareholdermeeting.com/MOS2020 .

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