Emery N. Koenig
MOSAICAbout Emery N. Koenig
Emery N. Koenig, age 69, has served on The Mosaic Company’s Board since 2010 and is currently an independent director. He is the retired Vice Chair and Chief Risk Officer of Cargill, Incorporated, with extensive experience across commodity trading, international markets, asset management, and enterprise risk oversight; Mosaic’s Board has affirmatively determined his independence under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Vice Chair & Chief Risk Officer; member of Corporate Leadership Team and Board | Vice Chair/CRO Sep 2013–Feb 2016; CLT/Board Dec 2009–Feb 2016 | Led Agricultural Supply Chain Platform (Apr 2006–May 2014); led Energy, Transportation & Industrial Platform (Jun 2007–Jul 2011) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current or prior public company boards disclosed |
Board Governance
- Committee assignments: Chair, Environmental, Health, Safety & Sustainable Development (EHSS); Member, Corporate Governance & Nominating (CGN) .
- Independence: Board determined Koenig is independent under NYSE and Mosaic Director Independence Standards .
- Attendance and engagement: In 2024, each director was present for at least 98% of Board and committee meetings; Board held four regular meetings and zero special meetings .
- Board leadership and structure: Independent Chair (Gregory L. Ebel) and declassified one‑year terms; majority vote standard; proxy access; EHSS oversight is a dedicated standing committee .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $125,000 | Increased effective Jan 1, 2024 from $105,000 |
| EHSS Committee Chair fee | $20,000 | Increased effective Jan 1, 2024 from $15,000 |
| Cash fees actually earned (Koenig) | $138,750 | Reported 2024 fees; reflects role and timing |
| All other compensation (dividend equivalents) | $13,780 | Paid only when RSUs vest; non‑interest bearing |
| RSU annual grant (non‑employee director) | $175,000 | Grant date fair value; set post-2024 Annual Meeting |
Performance Compensation
Directors do not receive performance‑based equity; annual RSUs vest on the next annual meeting date and include dividend equivalents. Notable 2025 grants/settlements for Koenig:
- RSUs awarded: 4,873 units on 2025‑05‑29; grant value determined by closing price on grant date per policy [insider-trades: https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm] .
- RSUs vested and converted to common: 6,022 shares issued at $0 price on 2025‑05‑29, consistent with 2024 year‑end RSU balance scheduled to vest at the 2025 Annual Meeting [insider-trades: https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm] .
| Equity Detail | Date | Quantity | Terms |
|---|---|---|---|
| RSU grant | 2025‑05‑29 | 4,873 | Annual non‑employee director RSUs; vest at the next annual meeting; dividend equivalents accrue until vest [insider-trades: https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm] |
| RSU vest/issuance (Common) | 2025‑05‑29 | 6,022 | Issuance upon vesting of 2024 grant scheduled to vest at 2025 Annual Meeting [insider-trades: https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm] |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | None |
| Interlocks with competitors/suppliers/customers | Mosaic prohibits director service with competitors; CGN reviews related person transactions; independence affirmed for Koenig |
Expertise & Qualifications
- Executive leadership and policy‑making experience at Cargill; deep commodity and international trading background .
- Financial and risk management leadership; agricultural business expertise aligned with Mosaic’s core markets .
- EHSS oversight experience; chairs Board committee responsible for EHSS risk management and sustainability monitoring .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 2, 2025) | 81,355 shares; less than 1% of outstanding class |
| RSUs vesting within 60 days (Apr 2, 2025) | 6,022 units |
| Ownership guideline status (Directors: 5x base retainer) | Shares included under guidelines: 81,355; guideline value computed at grant/purchase: $2,345,479; excess over guideline: $1,720,479; market value of shares/vested RSUs: $2,153,467 (as of Apr 2, 2025) |
| Hedging/pledging | Prohibited under company policy |
Governance Assessment
- Board effectiveness: Koenig’s chairmanship of EHSS places him at the center of operational and sustainability risk oversight, with explicit responsibility for reviewing EHS measures in the Company’s annual short‑term incentive plans—linking EHSS outcomes to executive incentives and ESG scorecard progress .
- Independence and alignment: Independent status affirmed; exceeds director stock ownership guideline, signaling alignment with long‑term shareholder interests; hedging/pledging prohibited, reducing misalignment risks .
- Attendance and engagement: Strong Board/committee attendance in 2024 (≥98%) supports high engagement levels .
- Compensation structure: Director pay mix is standard market practice with cash retainer plus time‑based RSUs (no options, no performance units), and dividend equivalents only upon vesting; use of independent consultant (Pay Governance) for compensation benchmarking supports governance quality .
- RED FLAGS:
- EHSS outcomes: In 2024, the Compensation & HR Committee exercised negative discretion to reduce executive STI payouts due to safety incidents resulting in fatalities—this elevates scrutiny of EHSS oversight; as EHSS Chair, Koenig’s committee accountability for EHS measures is a focal governance risk to monitor .
- Tenure: 15 years on the Board (since 2010) can raise questions about long‑term independence and refreshment; balanced by periodic peer review and declassified, annually elected Board .
Insider Trades (Form 4 highlights)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025‑06‑02 | 2025‑05‑29 | M (Exempt) | Common Stock | 6,022 | $0.00 | 81,355 | https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm |
| 2025‑06‑02 | 2025‑05‑29 | A (Award) | Restricted Stock Units | 4,873 | $0.00 | 4,873 RSUs | https://www.sec.gov/Archives/edgar/data/1285785/000128578525000060/0001285785-25-000060-index.htm |
Notes:
- RSU grants for directors are set by policy ($175,000 grant date fair value for non‑employee directors), with units determined by grant date closing price .
- Dividend equivalents accrue and pay only upon vesting; director may elect up to half the RSUs to be paid in cash .
Director Compensation (Koenig – 2024 actual)
| Year | Fees Earned (Cash) | Stock Awards (RSUs grant-date FV) | All Other Compensation (Div. Equiv.) | Total |
|---|---|---|---|---|
| 2024 | $138,750 | $174,999 | $13,780 | $327,529 |
Other Notes on Related‑Party Exposure
- CGN Committee must review and approve any related person transaction over $120,000; directors cannot participate in approvals where they are related persons; any unapproved transaction must be terminated or amended to address conflicts; independence determinations incorporate these standards .
- Directors generally may not serve on boards of competitors; Audit Committee membership limits (no more than two other public audit committees) apply to ensure capacity and focus .
Say‑on‑Pay & Investor Engagement (context for governance quality)
- 2024 say‑on‑pay support was ~93% of votes cast, indicating strong shareholder support of compensation programs and governance oversight .
- Ongoing investor outreach discussed ESG and governance topics, with continued commitment to engagement .