Bruce M. Bodine
MOSAICAbout Bruce M. Bodine
Bruce M. Bodine, 53, is President and Chief Executive Officer of The Mosaic Company (CEO since January 1, 2024; President since August 2023) and has served as a director since 2023. He brings 30+ years of global mining and fertilizer operating experience across potash, phosphates, supply chain, and procurement, and serves as the principal interface between management and the board; he holds no board committee roles and is not an independent director given his CEO position . In 2024, Mosaic generated $11,122.8 million of net sales and $174.9 million of net income (down from 2023), reflecting a challenging commodity backdrop; shareholder support for executive pay remained strong at ~93% “Say‑on‑Pay” approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mosaic Company | President & CEO | Jan 2024–present | Principal interface with Board; accountable for strategy, operations, capital allocation . |
| The Mosaic Company | President | Aug 2023–Dec 2023 | Executive leadership transition and strategy execution . |
| The Mosaic Company | SVP – North America | Apr 2020–Aug 2023 | Led North America; operational leadership across fertilizer segments . |
| The Mosaic Company | SVP – Phosphates (oversight of procurement) | Jan 2019–Apr 2020 | Ran Phosphates; executive oversight of corporate procurement . |
| The Mosaic Company | SVP – Potash | Jun 2016–Dec 2018 | Ran Potash operations . |
| The Mosaic Company | VP – Potash | Apr–May 2016 | Potash leadership . |
| The Mosaic Company | VP – Supply Chain | Aug 2015–Mar 2016 | Network and logistics leadership . |
| The Mosaic Company | VP – Operations Business Development | Oct 2014–Aug 2015 | Operations development and optimization . |
| The Mosaic Company | VP – Operations (Esterhazy & Colonsay) | Jul 2013–Oct 2014 | Site leadership at major potash facilities . |
| The Mosaic Company | Various management roles (Phosphates & Potash) | 2004–2013 | Mine/plant development and operations since Mosaic’s formation . |
External Roles
No other public-company directorships are listed for Bodine in Mosaic’s proxy biography; he serves solely as a director of Mosaic (no committee memberships) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 601,000 | 636,250 | 1,200,000 (CEO effective 1/1/2024) |
| Target Annual Bonus (% of Salary) | 75% (role-level policy) | 75% | 140% (CEO) |
| Target Annual Bonus ($) | — | 483,750 | 1,680,000 |
| Actual Annual Bonus Paid ($) | 386,100 | 226,000 | 915,600 (54.5% of target after -15% safety discretion) |
Notes:
- 2024 CEO base salary of $1.2 million and 140% target STI were set by independent directors; negative discretion reduced STI payouts due to safety incidents resulting in fatalities .
Performance Compensation
Short‑Term Incentive (2024 design and outcome)
| Component | Weight | 2024 Target | 2024 Actual/Outcome | Payout Contribution |
|---|---|---|---|---|
| Incentive Adjusted Operating Earnings | 25% | $1,805mm | $1,262mm | 7.2% of target (30.0% perf factor × 25% weight) |
| Incentive Free Cash Flow | 20% | $775mm | $445mm | 0.0% (below threshold) |
| Cost Control (incl. price-normalized earnings and SG&A) | 10% | Mixed sub-metrics | Mixed; modest positive | 3.0% |
| Performance Product Sales | 10% | MES 47%/Aspire 5% | MES 48%/Aspire 4.5% | 14.0% |
| ESG Scorecard (Sustainability + MMS) | 15% | Targets | 4 goals; MMS score 91 | 26.3% |
| Strategic Goals (CEO) | 20% | Achieved | 95% attainment | 20.0% |
| Subtotal Corporate/Strategic | 100% | — | — | 70.5% |
| Discretionary Safety Adjustment | — | — | -15.0% | -15.0% |
| Final Payout % of Target | — | — | — | 55.5% group; CEO 54.5% |
2024 STI metrics emphasized financials (65%), ESG (15%), and strategic execution (20%); payout geometry included “flat spots” to reduce windfall/deficit from commodity volatility. CEO payout was also cut for safety incidents via negative discretion .
Long‑Term Incentives (LTI)
- Mix and vesting: 40% RSUs (3‑year cliff); 60% TSR Performance Units (absolute TSR, 3‑year performance; half stock‑settled with an additional 1‑year post‑vest holding, half cash‑settled). Double‑trigger vesting on CIC; proration on certain terminations after 12 months; dividend equivalents accrue only on vested distributions .
- 2024 CEO grants (3/5/2024):
- RSUs: 96,031 units; grant‑date fair value $3,000,008 .
- TSR PUs: 36,255 target units stock‑settled ($2,249,985 FV) and 36,255 target units cash‑settled ($2,249,985 FV); maximum opportunities scale per TSR schedule (0–200% units; value cap at 400% Starting Value) .
- TSR payout curve (if positive cumulative adjusted net earnings achieved): Threshold -40% TSR = 50% payout; Target +10% TSR = 100%; Max +100% TSR = 200% .
- Historical context: 2021–2024 PSU cohort paid at 106.05% of target (performance period ended March 2024) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 2, 2025)
| Item | Detail |
|---|---|
| Shares beneficially owned | 224,601; less than 1% of outstanding |
| Options/RSUs exercisable/vesting within 60 days | Stock options: 43,148; RSUs: — |
| 401(k) Mosaic Stock Fund | 744 shares |
| Pledged shares | None indicated (“shares are not subject to any pledge” unless noted) |
Stock Ownership Guidelines and Hedging/Pledging
- CEO ownership guideline: 5× base salary; Bodine met the guideline in April 2024 and remains in compliance under the holding requirement .
- Policy prohibits hedging and pledging, including margin accounts, for executive officers and directors .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Key Terms | Quantity/Value |
|---|---|---|
| Stock Options | $28.49 strike; exp. 3/3/2026; 17,921 options (exercisable) | 17,921 |
| Stock Options | $30.42 strike; exp. 3/2/2027; 25,227 options (exercisable) | 25,227 |
| Unvested RSUs | 12,217 (vest 3/3/2025) and 13,704 (vest 3/9/2026) | 25,921 total |
| 2024 RSUs | 96,031 (3‑year cliff) | 96,031; $2,360,442 MV in table |
| PSU (2021–24) | 9,455 units each (two tranches) shown as earned/settling entries | As listed |
| 2024 PSU targets | 72,510 stock‑settled and 72,510 cash‑settled target units | Target units |
Employment Terms
Severance and Change‑in‑Control (CIC) Economics (as of 12/31/2024)
| Scenario | Cash Severance | Equity (RSUs) | Equity (TSR PUs) | Benefits/Other | Total Illustrative |
|---|---|---|---|---|---|
| Termination without cause / Good Reason | $4,320,000 | — | — | $40,857 health; $25,000 outplacement | $4,385,857 |
| Death/Disability | — | $3,109,812 | $3,016,338 | — | $6,126,151 |
| Qualified CIC Termination (double trigger) | $8,640,000 | $3,109,812 | $3,016,338 | $61,285 health; $25,000 outplacement; $25,000 financial planning/executive physical | $14,877,436 |
Additional terms:
- Agreements renewed to March 31, 2026; post‑CIC, term extends to at least the second anniversary of the CIC .
- Long‑term equity requires double‑trigger vesting at CIC; awards vest on death/disability/qualifying retirement; PSU settlement remains subject to performance; RSUs/PSUs awarded are subject to plan terms .
- No excise tax gross‑ups under executive CIC agreements (company policy) .
Deferred Compensation (2024)
| Item | Amount |
|---|---|
| Executive contributions | $72,000 |
| Company restoration contributions | $113,587 |
| Aggregate 2024 earnings | $172,839 |
| Aggregate balance at 12/31/2024 | $1,652,348 |
Board Governance and Director Service
- Board role: Director since 2023; no board committee memberships; key skills include mining and global operations; serves as CEO; not independent .
- Governance structure: Independent Chair (Gregory Ebel); 92% independent directors; committees are fully independent and meet without management; board and committee annual evaluations; executive sessions held at each regular meeting .
- Meeting attendance: Each director attended at least 98% of aggregate Board and committee meetings in 2024 .
- Director compensation: Employee directors (including Bodine) receive no director fees; non‑employee director retainers and equity are disclosed separately .
Compensation Peer Group and Pay Positioning
- Peer methodology: Mining, chemicals, agriculture peers aligned on size, global commodity exposure, integration, and pay practices; updated for 2024 (added Corteva, Ecolab, DuPont; removed Olin, Huntsman, Chemours) .
- 2024 Peer Group: Air Products & Chemicals; Alcoa; Barrick; Celanese; CF Industries; Corteva; DuPont de Nemours; Eastman Chemical; Ecolab; FMC; Freeport‑McMoRan; Newmont; Nutrien; PPG; Teck Resources; Westlake Chemical .
- Target positioning: Program designed to approximate the 50th percentile of the peer group on total cash and total direct compensation (with allowances for role/performance/tenure) .
Say‑on‑Pay and Shareholder Feedback
- Say‑on‑Pay support: ~93% approval at the 2024 Annual Meeting; no material program changes in light of strong support. Ongoing investor outreach is conducted to solicit feedback on compensation and governance .
Risk Indicators, Policies, and Notable Events
- Clawback: NYSE‑compliant Incentive Compensation Recovery Policy adopted effective October 2, 2023; awards include forfeiture provisions for misconduct or restatements .
- Safety and EHS: 2024 STI reduced via negative discretion for fatalities; ESG/EHS (MMS) goals included directly in STI .
- Anti‑hedging/pledging: Prohibited for executives and directors; no pledging of shares indicated in beneficial ownership table .
- Insider activity: On May 8, 2025, the company disclosed Bodine sold 180,708 shares pursuant to divorce asset division; the filing emphasized these shares were granted before he became CEO and that he retains substantial unvested equity, mitigating interpretations of confidence signaling .
Investment Implications
- Pay‑for‑performance alignment: High at‑risk mix (72%+ of CEO target TDC in LTI), absolute TSR‑based PSUs with positive earnings gate, additional stock holding periods, robust ownership requirements, and a NYSE‑compliant clawback support alignment; double‑trigger equity on CIC and no gross‑ups are shareholder‑friendly features .
- KPI construction and cyclicality: STI “flat spots” and price‑normalized cost control attempt to strip out commodity volatility; however, 2024 financial underperformance drove below‑target cash incentive outcomes despite strong ESG/MMS results—highlighting the cyclical risk profile despite design mitigants .
- Retention and overhang: Large unvested RSU/PSU awards (notably 2024 grants) and meaningful option exposure create multi‑year retention hooks; absolute TSR framework plus a value cap reduce windfall risk while maintaining upside .
- Governance risk watch‑items: Safety incidents leading to negative discretion underscore EHS execution risk (and potential reputational/regulatory exposure). The May 2025 divorce‑related sale could introduce transient technical pressure, but context and remaining unvested equity lessen negative signaling risk .
- Board independence mitigants: CEO is on the board but holds no committee roles; independent Chair and majority‑independent committees with executive sessions provide oversight offsets to dual role concerns .