Gretchen H. Watkins
MOSAICAbout Gretchen H. Watkins
Independent director of The Mosaic Company since 2020; age 56. Watkins is President of Shell USA, Inc. (formerly Shell Oil Company) since May 2018, and previously CEO/COO of Maersk Oil, senior corporate officer at Marathon Oil, and held executive roles at BP. At Mosaic, she serves on the Compensation & Human Resources (CHR) Committee and the Environmental, Health, Safety & Sustainable Development (EHSS) Committee. Beneficial ownership totals 31,061 shares; she meets the director stock ownership guideline with $625,007 of guideline-value holdings versus a $625,000 requirement. The Board affirms her independence under NYSE and Mosaic standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell USA, Inc. | President | May 2018–present | Executive and operational leadership; U.S. energy policy/government affairs |
| Shell (Global Shales) | EVP, Global Shales | May 2018–Jun 2021 | Project leadership and risk management |
| Maersk Oil & Gas | Chief Executive Officer | Oct 2016–May 2018 | Major international energy project delivery |
| Maersk Oil & Gas | Chief Operating Officer | Jan 2014–Oct 2016 | Operational excellence and risk oversight |
| Marathon Oil Company | Corporate Officer (various) | Jun 2008–Sep 2013 | Global operations and strategy |
| BP plc | Executive roles | Pre-2008 (multiple continents) | Global energy operations; regulatory affairs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WS Atkins plc | Director (prior) | Not specified; prior within past five years | Only “prior” board disclosed; no current public boards listed in 2022 proxy |
Board Governance
- Committees: CHR (member) and EHSS (member). The CHR Committee has 5 independent members; EHSS has 5 independent members.
- Independence: Board determined Watkins is independent under NYSE and Mosaic standards.
- Attendance: In 2024, each director attended at least 98% of Board and assigned committee meetings; all directors attended the 2024 annual meeting.
- Independent leadership: Mosaic has an independent Board Chair (Gregory L. Ebel). Non-management directors meet in executive session at each regular Board meeting; committees also meet in executive session.
- Director commitments: Policy generally limits service to ≤3 other public company boards; Audit Committee members limited to ≤2 other audit committees unless Board permits.
- Related-person transactions: Corporate Governance & Nominating Committee reviews/approves related-person transactions >$120,000; directors do not participate in approvals where they are related persons.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash retainer | $120,000 |
| Equity (RSUs grant-date fair value) | $174,999 |
| All other compensation (primarily dividend equivalents) | $13,780 |
| Total | $308,779 |
Director compensation policy (current): cash retainer $125,000 for non-chair directors; committee chair retainers $20,000 (Audit Chair $25,000); annual RSUs $175,000 (Board Chair $262,500). RSUs vest on the next annual meeting; dividend equivalents pay upon vesting. No meeting fees; no perquisites other than travel reimbursement.
RSU position at year-end: 6,022 RSUs vest 5/29/2025 (standard annual grant).
Performance Compensation
Directors receive time-based RSUs (no performance conditions). Company-wide performance metrics (overseen by CHR and EHSS) drive executive incentives and align to ESG/EHS objectives, which Watkins helps oversee via committee work.
Key short-term incentive metrics (company executives, 2024 design):
| Measure | Weight | Threshold | Target | Max |
|---|---|---|---|---|
| Incentive Adjusted Operating Earnings | 25% | $1,080mm | $1,805mm | $2,170mm |
| Incentive Free Cash Flow | 20% | $460mm | $775mm | $930mm |
| Cost Control (segments + SG&A) | 10% | Policy-based | Policy-based | Policy-based |
| Performance Product Sales (MES/Aspire %) | 10% | Program targets | Program targets | Program targets |
| ESG Scorecard (Sustainability + EHS/MMS) | 15% | See table | See table | See table |
| Strategic Goals (exec-specific) | 20% | Not Achieved | Achieved | Exceptional |
2024 outcomes used for STIP payouts (context for CHR oversight): corporate sub-plan goals total 70.5% of target; after a discretionary safety adjustment (-15%), final corporate adjusted total 55.5% of target.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in Mosaic’s 2025 proxy; prior board WS Atkins plc (per 2022 proxy) |
| Potential interlocks | None disclosed; related-person transaction oversight sits with Governance Committee by policy |
Expertise & Qualifications
- Executive and operational leadership across global commodity businesses; project management/delivery of international energy projects; U.S. government/regulatory affairs; risk management.
- Skills matrix credits Watkins with public policy, sustainability/environment, commodity businesses, logistics, risk management, and general management.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 31,061 shares; <1% of class |
| RSUs vesting within 60 days (Apr 2, 2025) | 6,022 |
| Director ownership guideline | 5× cash retainer = $625,000 |
| Guideline compliance | $625,007 vs $625,000 requirement (excess $7) |
| Market value of shares/vested RSUs (Apr 2, 2025) | $822,185 |
| Anti-pledging/hedging policy | Hedging/pledging of Mosaic stock prohibited for directors/executives |
Insider Trades (Form 4)
| Filing date | Transaction date | Type | Security | Qty | Price | Post-transaction ownership | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | M (exempt) | Common Stock | 6,022 [Form 4] | $0 [Form 4] | 31,061 [Form 4] | https://www.sec.gov/Archives/edgar/data/1285785/000128578525000063/0001285785-25-000063-index.htm |
| 2025-06-02 | 2025-05-29 | A (award) | RSUs | 4,873 [Form 4] | $0 [Form 4] | 4,873 RSUs [Form 4] | https://www.sec.gov/Archives/edgar/data/1285785/000128578525000063/0001285785-25-000063-index.htm |
Source: Insider-trades skill (SEC Form 4). More current than proxy statements.
Governance Assessment
- Board effectiveness and engagement: Watkins sits on CHR and EHSS, aligning executive pay with performance and driving EHS/ESG oversight. She signed the CHR Committee Report, evidencing active involvement. Attendance across the Board was ≥98%, indicating strong engagement.
- Alignment and incentives: Director pay is a simple cash + RSU mix; RSUs vest annually and are subject to dividend equivalents only on vesting; ownership guidelines are stringent and met by Watkins. Anti-hedging/pledging and a formal clawback policy strengthen shareholder alignment.
- Compensation oversight signals: 2024 say-on-pay approval was ~93%, supporting confidence in CHR oversight (of which Watkins is a member). The peer group was refreshed in 2024 to better match Mosaic’s business profile (added CTVA, ECL, DD; removed OLN, HUN, CC).
- Conflicts and related-party exposure: Governance policy rigorously controls related-person transactions; no specific transactions involving Watkins are disclosed in the proxy.
- RED FLAGS: None disclosed related to Watkins. Positive indicators include independent status, guideline compliance, high attendance, anti-hedging/pledging policies, and participation on CHR/EHSS committees.
Appendix: Committee Details
- CHR Committee members: Timothy S. Gitzel (Chair), Jody L. Kuzenko, David T. Seaton, Kathleen M. Shanahan, Gretchen H. Watkins; all independent; met 5 times in 2024; engages independent consultant (Pay Governance).
- EHSS Committee members: Emery N. Koenig (Chair), Jody L. Kuzenko, João Roberto G. Teixeira, Gretchen H. Watkins, Kelvin R. Westbrook; met 4 times in 2024; approves annual EHS incentive measures.
Supporting Notes
- Director election and role confirmation: Mosaic S-3ASR (Nov 7, 2025) lists Gretchen H. Watkins as Director.