Jody L. Kuzenko
MOSAICAbout Jody L. Kuzenko
Independent director of The Mosaic Company (MOS) since 2024; age 55. Kuzenko is President & CEO of Torex Gold Resources (since June 2020) and previously served in senior operating and strategy roles at Vale Canada. She brings 20+ years of international mining, Canadian regulatory, and legal experience to Mosaic’s board. She is independent under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Torex Gold Resources Inc. | President & CEO | Jun 2020–present | Executive leadership of intermediate gold producer |
| Torex Gold Resources Inc. | Chief Operating Officer | Oct 2018–Jun 2020 | Led operations |
| Vale Canada Limited (Vale S.A. subsidiary) | Director, Business Strategy | Aug 2017–Jul 2018 | Strategy leadership |
| Vale Canada Limited | Director, Refining | Dec 2015–Jul 2017 | Refining operations leadership |
| Vale Canada Limited | Various operations and business management roles | Jul 2004–Dec 2015 | Progressive operating/management roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Torex Gold Resources Inc. | Director | Current | Current public board; also company’s CEO |
Board Governance
- Committee assignments: Compensation & Human Resources Committee (member); Environmental, Health, Safety & Sustainable Development (EHSS) Committee (member). Not a committee chair.
- Independence: Board determined Kuzenko is independent under NYSE rules and Mosaic’s Director Independence Standards.
- Board leadership/structure: Independent Chair model; all four standing committees composed entirely of independent directors.
- Attendance: In 2024, the full Board held four regular meetings; each director attended at least 98% of their Board and committee meetings. All then-serving directors attended the 2024 annual meeting.
- EHSS oversight: The EHSS Committee reviews EHS measures and goals included in short-term incentives, sustainability performance, and major EHSS risks.
Fixed Compensation
| Component | Amount | Currency | Notes |
|---|---|---|---|
| Annual cash retainer (non-chair director) | $125,000 | USD | Policy level for non-employee directors |
| Committee chair fees (if applicable) | $20,000 | USD | Not applicable to Kuzenko (not a chair) |
| Audit Chair fee (if applicable) | $25,000 | USD | Not applicable |
| Meeting fees | $0 | — | No meeting fees; only travel reimbursements for spouse attendance |
| 2024 Fees Earned or Paid in Cash (Kuzenko actual) | C$128,450 | CAD | 2024 director cash compensation reported in proxy |
| 2024 All Other Compensation (Kuzenko) | C$1,071 | CAD | Dividend equivalents on RSUs |
| 2024 Total (Kuzenko) | C$304,520 | CAD | Sum of cash, stock awards fair value, other comp |
Performance Compensation
| Element | Grant/Units | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (non-chair director) | $175,000 grant date fair value | Vests at next annual meeting | Granted following annual meeting; dividend equivalents accrue and pay only on vest |
| Annual RSU grant (Chair of Board) | $262,500 grant date fair value | Vests at next annual meeting | Chair policy level |
| 2024 RSUs held at 12/31/2024 (Kuzenko) | 6,022 units | Vest 5/29/2025 | From 2024 grant |
| Performance metrics for director equity | N/A | Time-based vesting only | Director RSUs are time-based; no performance conditions |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Torex Gold Resources Inc. | Gold mining | CEO; Director | Different sector from Mosaic (fertilizer/chemicals). Mosaic policy prohibits service with competitors; Board has affirmed independence and reviews related-person transactions. |
Expertise & Qualifications
- Executive leadership and mining operations: ~20 years senior management in international mining (Vale, Torex).
- Canada regulatory/government affairs: Depth in Canadian operational and regulatory environment (relevant to Mosaic’s Canadian potash operations).
- Legal background: Canadian attorney with in-house and private practice experience.
- Board skills matrix: Mining/extractive industry, operations/large capex, commodity businesses, sustainability/environment, Canada issues, risk management.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Director ownership guideline | 5x annual cash retainer ($625,000 for non-chair) | Must be attained within 5 years; RSUs count toward guideline |
| Shares included under guidelines (as of 4/2/2025) | 7,886 | Includes RSUs per guideline methodology |
| Value of shares under guideline methodology | $242,998 | Valued at grant/purchase dates per policy |
| Market value of beneficial/vested RSU shares (as of 4/2/2025) | $208,742 | Per proxy table |
| Compliance timing window | Through Jan 1, 2029 | Will complete five years of service on Jan 1, 2029 |
| Hedging/pledging policy | Prohibited | Company states it does not permit hedging or pledging of Mosaic stock |
Recent Insider Transactions and Holdings (Form 4)
| Date | Transaction | Shares/Units | Price | Holdings After | Notes/Source |
|---|---|---|---|---|---|
| 2025-11-11 | Open-market purchase | 685 shares | $25.53 | 8,571 shares (direct) | SEC Form 4 filing |
| 2025-11-11 | RSUs outstanding | 4,873 RSUs | — | 4,873 RSUs (direct) | RSUs vest/pay at issuer’s 2026 annual meeting per filing |
Director Compensation Structure (context)
- Mix and levels: Non-employee directors receive cash retainers and annual RSU grants; no meeting fees; simple, transparent structure aligned with shareholders.
- Deferrals: Directors can defer cash fees and elect to defer RSUs under Mosaic’s non-qualified plans; dividend equivalents accrue and pay upon distribution.
- 2024 Director Compensation Table (Kuzenko): Cash C$128,450; Stock awards $174,999; All other comp C$1,071; Total C$304,520.
Governance Assessment
- Positives: Independent; active roles on Compensation & HR and EHSS (risk, safety, sustainability) committees; Board-wide strong attendance (≥98% in 2024); independent Board Chair; all committees independent; prohibition on hedging/pledging; robust related-person transaction oversight.
- Alignment: Ownership guidelines (5x retainer) with RSUs counting; Kuzenko is progressing toward the $625k requirement and remains within the five-year compliance window (through Jan 1, 2029). Open‑market purchase in Nov 2025 signals incremental alignment.
- Potential risks/overboarding: As a sitting CEO of a public company (Torex), time demands are material; Mosaic’s policy generally limits directors to ≤3 other public boards and bars service with competitors—her current external role (one other board in a different sector) is within policy.
- Conflicts: The Board’s independence determination indicates no material relationships; Corporate Governance & Nominating Committee reviews and must approve any related-person transactions. No committee chair roles for Kuzenko (lower incremental fee-based incentives tied to chair roles).
Say‑on‑Pay & Shareholder Feedback (context for board oversight of pay)
- 2024 say‑on‑pay support: Approximately 93% approval, indicating strong investor support for executive compensation programs overseen by the Compensation & HR Committee.