David T. Seaton
MOSAICAbout David T. Seaton
Independent director of The Mosaic Company; age 63; Mosaic Board service since 2009 (initial term April 2009–May 2019; rejoined September 2019) . Former Chair and CEO of Fluor Corporation with extensive project management, global operations, and energy/chemicals market experience; qualifies as an “audit committee financial expert” based on CFO oversight at Fluor . Mosaic’s Board has affirmatively determined Seaton is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Chief Executive Officer; Member of Board | Feb 2011–May 2019 | Led global operations and risk management; oversight of CFO contributing to “audit committee financial expert” status |
| Fluor Corporation | Chair | Feb 2012–May 2019 | Strategic leadership of a large, global business |
| Fluor Corporation | Chief Operating Officer | Nov 2009–Feb 2011 | Operational leadership across business groups |
| Fluor Corporation | Senior Group President (Energy & Chemicals, Power, Government) | Mar 2009–Nov 2009 | Managed major projects and risk across sectors |
| Fluor Corporation | Various operations and sales roles | Since 1984 | Global operations leadership and risk management |
External Roles
| Company | Role | Status |
|---|---|---|
| ConocoPhillips Company | Director | Current |
| Newmont Corporation | Director nominee | Subject to election by shareholders |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation & Human Resources Committee (member) . Audit Committee met 8 times and Compensation & Human Resources Committee met 5 times in 2024 .
- Independence: Determined independent by the Board under NYSE and Mosaic standards .
- Attendance: Each director attended at least 98% of aggregate Board and committee meetings in 2024; non-management directors meet in executive session at each regular Board meeting .
- Board leadership: Independent Board Chair (Gregory L. Ebel) separate from CEO .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $125,000 | Standard for non-employee directors |
| Audit Chair retainer (policy) | $25,000 | Applies only to committee chairs |
| Other committee chair retainer (policy) | $20,000 | CHR/CGN/EHSS chairs |
| RSU annual grant (policy) | $175,000 | Vests at next annual meeting; dividend equivalents accrue, paid upon vesting |
| Meeting fees | $0 | No meeting fees paid |
| 2024 Non-Employee Director Compensation (Seaton) | Amount |
|---|---|
| Fees earned or paid in cash | $120,000 |
| Stock awards (RSUs grant date fair value) | $174,999 |
| All other compensation (dividend equivalents) | $13,780 |
| Total | $308,779 |
- Deferral options: Directors may defer up to 100% of fees and may elect to defer RSUs (equity deferral plan); plan balances accrue based on selected investment alternatives; Mosaic may terminate the plan upon change-in-control leading to lump-sum payments .
Performance Compensation
- Director equity is time-based RSUs; no performance-conditioned director awards disclosed. RSUs vest on the date of the next annual meeting; dividend equivalents paid only upon vesting . | Equity Detail (Seaton) | Value/Units | |---|---| | RSUs held at 12/31/2024 | 6,022; vest 5/29/2025 | | RSU vesting cadence | Annual, next annual meeting |
Other Directorships & Interlocks
| Company | Sector Relationship to MOS | Interlock/Conflict Notes |
|---|---|---|
| ConocoPhillips Company | Energy; not a direct competitor to Mosaic’s fertilizer/mining segments | Board independence policy prohibits serving with competitors; Seaton deemed independent; no related-party transaction involving Seaton disclosed in MOS proxy sections reviewed |
| Newmont Corporation (nominee) | Mining | Nomination subject to shareholder election; no MOS disclosure of related-party transactions pertaining to Seaton |
Expertise & Qualifications
- Executive leadership and project management; global operations; energy/chemicals markets; risk management; audit committee financial expertise through CFO oversight at Fluor .
- Skills Matrix indicates strong risk management, operations with large capex, logistics, sustainability/environment experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 50,030 shares; less than 1% of class |
| RSUs vesting within 60 days of 4/2/2025 | 6,022 RSUs |
| Stock ownership guideline status | Shares included under guidelines: 50,030; value $1,620,522; excess over guideline $995,522; market value of shares $1,324,294 |
| Hedging/pledging | Hedging and pledging prohibited; beneficial ownership table notes shares not subject to any pledge |
Governance Assessment
- Board effectiveness: Independent director with dual membership on Audit and Compensation committees, contributing audit financial expertise; high aggregate attendance across the Board in 2024 signals engagement .
- Alignment: Exceeds director stock ownership guidelines, with significant equity exposure via RSUs; anti-hedging/pledging policy enhances alignment .
- Conflicts and related-party exposure: Mosaic maintains formal related person transaction approval policy; proxy sections reviewed do not disclose related-party transactions involving Seaton .
- Compensation structure signals: Simple cash+time-based RSUs; no meeting fees; dividend equivalents only upon vesting; deferral optionality; no tax gross-ups in change-in-control agreements for executives, and anti-hedge/pledge policy applies to directors—shareholder-friendly posture .
RED FLAGS: None identified in MOS proxy disclosures for Seaton—no pledging, no related-party transactions disclosed, meets independence standards, and high Board-level attendance reported for 2024 .