Cheryl K. Beebe
MOSAICAbout Cheryl K. Beebe
Independent director of The Mosaic Company since 2019; age 69. Former Executive Vice President and Chief Financial Officer of Ingredion Incorporated (CFO from 2004–2014; EVP 2010–2014; earlier roles include Vice President, Finance; Vice President; and Treasurer). Designated an “audit committee financial expert” under SEC rules and currently serves as Chair of Mosaic’s Audit Committee and as a member of the Corporate Governance and Nominating Committee. The Board has affirmatively determined she is independent under NYSE rules and Mosaic’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingredion Incorporated | Executive Vice President; Chief Financial Officer | EVP 2010–2014; CFO 2004–2014 | Led global finance, capital allocation, M&A; audit/finance leadership; designated audit expertise |
| Ingredion Incorporated | Vice President, Finance; Vice President; Treasurer | VP Finance 2002–2004; VP 1999–2004; Treasurer 1997–2004 | Corporate finance, treasury, capital markets |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Packaging Corporation of America (PKG) | Director; Audit Committee Chair | Current | Audit chair (financial expert) |
| Goldman Sachs Asset Management fund complexes (GS Trust, GS Trust II, GS ETF Trust, GS ETF Trust II, GS Real Estate Diversified Income Trust, GS Variable Insurance Trust) | Trustee/Board member | Current | Independent trustee across multiple GSAM registered funds |
| Hanesbrands Inc. (HBI) | Director | 2020–2023 | Audit committee member (prior) |
Board Governance
- Committee assignments: Audit (Chair); Corporate Governance & Nominating (member) .
- Audit Committee activity: 8 meetings during 2024; all members independent and financially literate; Beebe qualifies as an “audit committee financial expert” .
- Independence: Board determined Beebe is independent under NYSE standards and Mosaic’s Director Independence Standards .
- Attendance: Mosaic’s Board held four regular meetings in 2024; each director attended at least 98% of the aggregate Board and committee meetings of which they were a member .
- Board leadership and practices: Independent Board Chair; declassified board; majority vote standard; proxy access; annual director evaluations; director stock ownership guidelines (5x base retainer) .
Fixed Compensation
Director pay structure and most recent year detail.
| Component | Policy / 2024 Amount | Source |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $125,000 | |
| Additional cash retainer – Audit Committee Chair | $25,000 | |
| Equity – Annual RSU grant (non-Chair directors) | $175,000 grant date fair value | |
| Meeting fees | None | |
| 2024 cash fees earned – Beebe | $144,750 | |
| 2024 stock awards grant date fair value – Beebe | $174,999 | |
| 2024 all other comp (dividend equivalents) – Beebe | $13,780 | |
| 2024 total – Beebe | $333,529 |
Program mechanics (equity/deferral):
- RSUs granted following the annual meeting; vest at the next annual meeting; include dividend equivalents paid only upon vesting. Directors may elect up to half the RSUs to be paid in cash; fees can be deferred up to 100% via the Non‑Qualified Deferred Compensation Plan; RSUs may be deferred under the equity deferral plan .
Perquisites:
- No perquisites for non‑employee directors other than reimbursement of travel expenses when spouses attend Board functions .
Performance Compensation
Directors receive time-based RSUs (not performance-based); key grant and vesting details for Beebe.
| Grant/Transaction Date | Type | Shares/Units | Fair Value | Vest/Notes |
|---|---|---|---|---|
| 5/2024 annual grant (held 12/31/2024) | RSU | 6,022 | Included in $174,999 2024 stock awards | Vest 5/29/2025 |
| 5/29/2025 annual grant | RSU | 4,873 | n/a | Award reported on Form 4; vests at next annual meeting |
Vesting schedule and treatment:
- Annual RSUs vest on the date of the next annual stockholders’ meeting; forfeiture on cessation of service except death or as otherwise determined by the Corporate Governance & Nominating Committee; dividend equivalents paid post‑vesting .
Other Directorships & Interlocks
| Company/Entity | Relationship to MOS | Potential Interlock Considerations |
|---|---|---|
| Packaging Corporation of America | Unrelated industry (paper/packaging) | Beebe serves as Audit Chair; no Mosaic supplier/customer relationship disclosed in MOS proxy . |
| GSAM registered fund boards | Asset management trustee roles | Mosaic’s related-person transaction review policy covers any transactions; Board affirmed Beebe’s independence after reviewing relationships; no specific transactions disclosed in reviewed sections . |
Mosaic policy on director commitments:
- Directors generally should not serve on more than three other public company boards without prior Corporate Governance & Nominating Committee approval; Audit Committee members limited to at most two other public company audit committees unless the Board determines no impairment .
Expertise & Qualifications
- Audit/financial expertise: Former public-company CFO; designated “audit committee financial expert” .
- International business and strategic leadership; M&A and capital markets experience .
- Agricultural and commodity business experience from managing an agricultural ingredient business at Ingredion .
- Risk management expertise at executive level .
Equity Ownership
Ownership alignment and guideline compliance.
| Metric | Amount | Notes |
|---|---|---|
| Director stock ownership guideline | 5x base cash retainer (=$625,000) | Non‑employee directors must attain within five years . |
| Shares included under guidelines – Beebe | 47,265 | Includes RSUs per guideline computation . |
| Value included under guidelines – Beebe | $1,408,279 | Valued at grant/purchase dates per policy . |
| Value in excess of guideline – Beebe | $783,279 | Above required $625,000 . |
| Market value of shares/vested RSUs (4/2/2025) – Beebe | $1,251,105 | As reported in proxy . |
| Latest Form 4 post-transaction common shares (5/29/2025) – Beebe | 44,254 | Reported after exempt equity settlement; indicates current beneficial ownership for common stock line item . |
Policy protections:
- Mosaic prohibits hedging and pledging of Mosaic stock, enhancing alignment with shareholders .
Insider Trades (Form 4)
Recent director equity settlements and awards (non-open-market).
| Filing/Txn Date | Type | Security | Shares | Post-Txn Ownership | Source |
|---|---|---|---|---|---|
| 6/02/2025 (txn 5/29/2025) | M (exempt settlement) | Common Stock | 3,011 | 44,254 | |
| 6/02/2025 (txn 5/29/2025) | A (award) | RSUs | 4,873 | 4,873 (RSUs) | |
| 6/02/2025 (txn 5/29/2025) | M (exempt, disposition) | RSUs | 6,022 | 0 (RSUs) | |
| 6/07/2024 (txn 6/06/2024) | M (exempt settlement) | Common Stock | 2,305 | 41,243 | |
| 6/07/2024 (txn 6/06/2024) | A (award) | RSUs | 6,022 | 6,022 (RSUs) | |
| 6/07/2024 (txn 6/06/2024) | M (exempt, disposition) | RSUs | 4,609 | 0 (RSUs) | |
| 5/21/2024 (txn 5/20/2024) | M (exempt settlement) | Common Stock | 2,218 | 38,938 | |
| 5/21/2024 (txn 5/20/2024) | M (exempt, disposition) | RSUs | 4,435 | 0 (RSUs) |
Notes: All 2024–2025 transactions were administrative settlements/awards (no open-market buys/sells), consistent with annual director RSU grant and vesting mechanics.
Governance Assessment
Strengths
- Audit committee leadership and financial expertise (SEC-designated expert) support strong financial oversight; Audit held 8 meetings in 2024 .
- Independence affirmed; high attendance standard across the Board; independent Board Chair and robust governance practices (majority voting, proxy access) bolster investor confidence .
- Ownership alignment: exceeds 5x retainer guideline by $783,279; policy disallows hedging/pledging .
- Director compensation structure is simple and equity-heavy (annual RSUs with one-year vest), with no meeting fees and optional fee/equity deferral .
Watch items
- Multiple external fiduciary roles (PKG audit chair; numerous GSAM fund boards) require ongoing bandwidth monitoring; Mosaic’s commitments policy governs outside service and Audit Committee load; the Board conducts annual evaluations and reviews commitments .
- Related party safeguards rely on the Corporate Governance & Nominating Committee’s review; independence determinations suggest no material relationships, and policy governs any such transactions; investors should continue to monitor for any engagements with entities affiliated with directors’ external roles .
Appendix: Supporting Disclosures
- Director bio, age, tenure, committee roles, skills; other public company boards (current/prior) .
- Committee structures, duties, and meeting counts (Audit 8 in 2024) .
- Independence determination .
- Board/committee attendance .
- Director compensation policy and 2024 director compensation table .
- Director stock ownership guidelines and Beebe’s ownership vs. guideline .
- Insider Form 4 filings for 2024–2025 director equity activity .