Gregory L. Ebel
MOSAICAbout Gregory L. Ebel
Gregory L. Ebel (age 61) has served on The Mosaic Company’s Board since 2012 and is the Independent Chair of the Board. He is President and Chief Executive Officer of Enbridge Inc. (effective January 1, 2023), and is designated an “audit committee financial expert.” He also holds a Certificate in Cybersecurity Oversight (Carnegie Mellon SEI) . Mosaic’s Board affirms his independence under NYSE rules and company standards, and directors (including Ebel) attended at least 98% of aggregate Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enbridge Inc. | President & CEO | Jan 1, 2023 – Present | Executive leadership of large-cap energy infrastructure; policy-making roles |
| Enbridge Inc. | Chair | 2017 – 2022 | Board leadership following merger with Spectra Energy |
| Spectra Energy Corp | Chair, President & CEO | Apr 2014 – Feb 2017 | Led strategic development and M&A; financial leadership |
| Spectra Energy Corp | President & CEO | Jan 2009 – Apr 2014 | Executive leadership; operations and finance |
| Spectra Energy Corp | Group Executive & CFO | Jan 2007 – Jan 2009 | CFO; financial expertise |
| Union Gas Limited (Spectra subsidiary) | President | Jan 2005 – Jan 2007 | Utility leadership |
| Duke Energy Corporation | VP, Investor & Shareholder Relations | Nov 2002 – Jan 2005 | Capital markets and investor engagement |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Enbridge Inc. | Director (as CEO) | Current | Current public company directorship |
| Baker Hughes Company | Director | 2019 – 2022 | Prior public company board within past 5 years |
Board Governance
| Attribute | Detail |
|---|---|
| Board leadership | Independent Chair of the Board |
| Independence | Board determined Ebel is independent under NYSE and Mosaic standards |
| Committees | Audit; Corporate Governance & Nominating (member) |
| Financial expert | Audit committee financial expert designation |
| Attendance | Each director attended ≥98% of Board and committee meetings in 2024 |
| Executive sessions | Non-management directors meet in executive session at each regular Board meeting; Chair Ebel presides |
| Committee activity context | Audit met 8× in 2024; CSR risk and cybersecurity oversight included in Audit remit |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees (chair retainer + committee roles) | $195,000 | Fees earned/paid in cash for 2024 |
| Policy – Chair annual cash retainer | $200,000 | Director compensation policy rate for Board Chair |
| All other compensation | $23,063 | Dividend equivalent payments on RSUs |
Performance Compensation
| Equity Award | 2024 Grant-Date Fair Value | Outstanding/Unvested | Vesting |
|---|---|---|---|
| RSUs (Annual Director Grant) | $262,499 | 9,033 RSUs outstanding at 12/31/2024 | Vest on May 29, 2025 |
Key terms:
- Annual RSUs for the Board Chair targeted at $262,500 grant-date value; number of RSUs set by grant value ÷ closing price on grant date .
- Director RSUs vest on the next annual meeting date; include dividend equivalents payable upon vesting; up to half of RSUs may be elected to be paid in cash .
- Directors may defer fees and/or equity under Mosaic’s non-qualified deferral programs .
Note: Director equity is time-based (not performance-conditioned); no director-specific bonus or options disclosed .
Other Directorships & Interlocks
| Company | Relationship to MOS | Potential Interlock/Conflict Context |
|---|---|---|
| Enbridge Inc. (current) | Ebel is CEO and director | Mosaic’s Related Person Transactions policy assigns CGN Committee review/approval for any related-person transactions; directors must recuse from matters where they are a related person . No specific transaction involving Ebel is described in the cited sections of the proxy . |
| Baker Hughes Company (2019–2022) | Former directorship | Prior board service disclosed; no MOS related transactions discussed in cited sections |
Expertise & Qualifications
- Executive leadership across Enbridge/Spectra/Duke in finance, operations, strategy, and M&A; designated audit committee financial expert .
- Risk management expertise and Certificate in Cybersecurity Oversight (CMU SEI) .
- Capital markets and investor relations background (former CFO; VP IR) .
Equity Ownership
| Metric (as of Apr 2, 2025) | Value |
|---|---|
| Shares included under director ownership guidelines (incl. RSUs) | 143,050 |
| Guideline value assigned to included shares | $4,490,850 |
| Ownership guideline (Independent Chair) | $1,000,000 minimum (5× base cash retainer) |
| Value in excess of guideline | $3,490,850 |
| Market value of beneficial + vested-but-unreleased RSUs | $2,992,434 |
Policy constraints:
- Director stock ownership guideline: 5× base cash retainer (Chair $1,000,000); expected within five years of service .
- Company policy prohibits hedging or pledging of Mosaic stock .
Governance Assessment
- Independence and leadership: Independent Chair structure with CEO/Chair separated; Ebel leads CEO performance assessment, presides over executive sessions, and approves agendas, supporting robust oversight .
- Committee strength and expertise: Serves on Audit and Corporate Governance & Nominating; designated audit financial expert, enhancing financial reporting and risk oversight (including cybersecurity) .
- Engagement/attendance: Board reports ≥98% attendance for each director (incl. Ebel) in 2024; Audit met 8×, indicating active oversight cadence .
- Pay and alignment: Director pay is simple and equity-heavy (Chair: $195k cash; $262.5k RSUs in 2024), with strong ownership exceeding guideline by ~$3.49M, aligning interests with shareholders .
- Related-party safeguards: As CEO of Enbridge, any Mosaic–Enbridge dealings would be subject to Mosaic’s Related Person Transactions policy, CGN review, and recusal; the cited sections of the proxy describe the policy and factors but do not present specific transactions involving Ebel .
- Shareholder sentiment context: Mosaic’s 2024 say‑on‑pay support was ~93%, a positive signal for compensation governance broadly (board oversight context) .
RED FLAGS and risk indicators:
- None disclosed specific to Ebel in the cited proxy sections. Notably, Mosaic prohibits hedging/pledging and option repricing, and employs clawbacks, reducing typical governance risk factors .
- Monitor for any future related-person transactions given Ebel’s Enbridge role; Mosaic’s policy requires CGN Committee approval and director recusal to mitigate conflicts .