João Roberto Gonçalves Teixeira
MOSAICAbout João Roberto Gonçalves Teixeira
Independent director of The Mosaic Company since 2022; age 59. Former CEO of Copersucar S.A. (2018–2022) with prior senior leadership in Brazilian banking and capital markets. Background includes investment banking leadership, government advisory, and academia, bringing financial, risk, and Brazil-market expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copersucar S.A. | Chief Executive Officer | Dec 2018–2022 | Led financial and operational risk management |
| Inviste (investment firm) | Founding Partner | 2017–2018 | Real estate, venture capital, impact investing |
| Banco Votorantim S.A. | CEO; Head of Wholesale Banking | 2011–Nov 2016 | Corporate/Investment banking leadership |
| Santander Group (Brazil) | EVP, Head of Corporate & Investment Banking; Managing Director | Not disclosed | Corporate & investment banking leadership |
| Dresdner Kleinwort Wasserstein | Head of Investment Banking – Brazil | 1995–2002 | Investment banking leadership |
| Ministry of Finance (Brazil) | Special Advisor to Minister of Finance | 1990–1992 | Government advisory |
| Pontifical Catholic University | Professor of Economics | 1988–1999 | Academia |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Fleury S.A. | Director | Public | Current |
| XP Inc. | Director | Public | Current |
| BR Malls Participações S.A. | Director | Public | 2018–2023 (prior 5 yrs) |
Board Governance
- Independence: Board determined Mr. Teixeira is independent under NYSE and company standards .
- Committees: Audit Committee member; Environmental, Health, Safety & Sustainable Development (EHSS) Committee member .
- Audit expertise: All Audit members are financially literate; designated “audit committee financial experts” are Beebe, Ebel, Little, Seaton (not Mr. Teixeira) .
- Attendance: Each director attended at least 98% of aggregate Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board structure: Independent Chair (Ebel); declassified Board; majority voting; proxy access .
- Director commitments: Policy limits to three other public boards; Audit members limited to two other audit committees unless the Board determines otherwise .
Fixed Compensation (Director)
| Year | Cash Retainer | Equity (RSUs) – Grant Date FV | All Other Comp | Total |
|---|---|---|---|---|
| 2024 | $120,000 | $174,999 | $4,701 (dividend equivalents/other) | $299,700 |
Director compensation policy (2025 program): $125,000 annual cash retainer for non-employee directors; $175,000 annual RSU grant (Board Chair: $200,000 cash, $262,500 RSUs). Committee chair retainers: $25,000 (Audit Chair), $20,000 (CHR, CGN, EHSS Chairs). No meeting fees; limited perquisites; deferral available via non-qualified plans .
Performance Compensation (Director equity)
Directors receive time‑based RSUs (not performance-conditioned) that vest at the next annual meeting; dividend equivalents accrue and are paid upon vest/settlement; up to half may be paid in cash per election .
Recent grants and settlements for Mr. Teixeira (per Form 4):
| Transaction Date | Type | Security | Shares | Price | Post-Trans. Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-06-06 | Award (A) | RSUs | 6,022 | $0.00 | 6,022 | |
| 2024-06-06 | Conversion (M-Exempt) | Common Stock (from RSUs) | 4,609 | $0.00 | 5,737 | |
| 2024-06-06 | Tax Withholding (F) | Common Stock | 1,383 | $29.06 | 4,354 | |
| 2025-05-29 | Award (A) | RSUs | 4,873 | $0.00 | 4,873 | |
| 2025-05-29 | Conversion (M-Exempt) | Common Stock (from RSUs) | 6,022 | $0.00 | 10,376 | |
| 2025-05-29 | Tax Withholding (F) | Common Stock | 1,807 | $35.91 | 8,569 |
Note: Director equity grants are time-based and not tied to operating or TSR metrics; therefore no director performance metric framework applies .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Mosaic Interlock/Conflict |
|---|---|---|---|
| Fleury S.A. | Healthcare services | Director | Not identified in proxy as a related-party exposure |
| XP Inc. | Financial services | Director | Not identified in proxy as a related-party exposure |
| BR Malls Participações S.A. (prior) | Real estate retail | Director (2018–2023) | Prior role; no current interlock |
Related-person transactions are overseen by the Corporate Governance & Nominating Committee under a formal policy; directors must recuse from items where they are a related person .
Expertise & Qualifications
- Executive leadership (CEO/financial services/commodities), financial/risk management, Brazil market expertise .
- Audit committee service; financially literate audit member (not designated “audit committee financial expert”) .
- EHSS oversight experience through committee membership .
Equity Ownership
| Measure | Value | As-of |
|---|---|---|
| Beneficial ownership (common shares) | 10,376; <1% of outstanding | Apr 2, 2025 (beneficial table) |
| Shares included under director ownership guidelines (includes RSUs at grant-date value) | 12,242 shares; $245,208 guideline value; Market value $324,046 | Apr 2, 2025 (guidelines table) |
| Shares pledged | None (beneficial ownership note indicates shares not subject to pledge) | Apr 2, 2025 |
| Ownership guideline requirement | 5x base cash retainer ($625,000) within 5 years of service | Policy |
| Time to guideline deadline | Not yet five years of service (eligible date Jan 1, 2029) | Policy schedule |
Insider policy prohibits hedging and pledging by non‑employee directors .
Governance Assessment
- Strengths: Independent director with meaningful emerging-markets/financial risk expertise; serves on two risk-critical committees (Audit and EHSS); strong attendance; equity-based director pay and ownership guidelines align incentives .
- Considerations: Not an “audit committee financial expert” (others on the committee are); holds two external public boards but remains within company limits for board commitments and audit committee load .
- Compensation alignment: Simple, transparent director pay mix (cash retainer + time‑based RSUs) with no meeting fees; ability to defer; supports long-term alignment .
- Conflicts and related-party exposure: Formal policy in place; proxy provides policy framework and recusal requirements. No specific related-person transactions involving Mr. Teixeira are described in the proxy .
- RED FLAGS: None identified in the proxy related to attendance, pledging/hedging, or option repricing; hedging/pledging prohibited; no meeting fee incentives .