Kathleen M. Shanahan
MOSAICAbout Kathleen M. Shanahan
Independent director at The Mosaic Company; age 66; joined the Board in 2025. Currently Senior Advisor to Turtle & Hughes, Inc., and previously Co-CEO then CEO (2018–2024) and a Director there; earlier Chair & CEO of Ground Works Solutions/URETEK Holdings (2011–2016) and Chair & CEO of WRS Infrastructure & Environment (2005–2011). Prior roles include senior consultant to former NYSE CEO John Thain and senior executive overseeing public and community affairs at PaineWebber . The Board has affirmatively determined she is “independent” under NYSE rules and Mosaic’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Turtle & Hughes, Inc. | Senior Advisor (current); Co-CEO, then CEO; Director | CEO: 2018–2024; Senior Advisor: current | Executive leadership and business development experience |
| Ground Works Solutions (URETEK Holdings, Inc.) | Chair & CEO | 2011–2016 | Led foundation stabilization services business |
| WRS Infrastructure & Environment (WRScompass) | Chair & CEO | 2005–2011 | Led national environmental services company |
| PaineWebber | Senior executive, public/community affairs | — | Corporate affairs leadership |
| Consultant to John Thain | Senior consultant | — | Strategic advisory experience |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| HireQuest, Inc. (HQI) | Director | Current | Not disclosed |
| Great Lakes Dredge & Dock (GLDD) | Director | Current | Not disclosed |
| Prior public boards (past 5 years) | — | None | Per proxy biography |
Board Governance
- Independence and Board composition: Mosaic reports 92% of directors are independent; Shanahan is independent under NYSE rules and Mosaic’s standards .
- Committee assignment: Member, Compensation and Human Resources Committee (CHR). CHR had five meetings in 2024; chaired by Timothy S. Gitzel; all members are independent .
- Board leadership: Independent Chair (Gregory L. Ebel); CEO and Chair roles separated; executive sessions at each regular Board meeting without management .
- Attendance: Board held four regular meetings, zero special meetings in 2024; each director attended at least 98% of Board and committee meetings on which they served .
- Related-person transaction oversight: Corporate Governance & Nominating Committee (CGN) reviews and approves transactions involving related persons .
Fixed Compensation
| Component | Amount/Policy | Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid in cash; Board Chair receives $200,000 |
| Committee chair retainers | $20,000 (CHR, CGN, EHSS); $25,000 (Audit) | Additional cash for chairs; Shanahan is not a chair |
| Meeting fees | None | Mosaic does not pay meeting fees |
| Perquisites | None (for directors) | No perquisites except reimbursement of travel expenses when spouses attend Board functions |
Performance Compensation
| Component | Value/Units | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee) | $175,000 grant-date fair value | RSUs granted after annual meeting; vest at next annual meeting; shares determined by dividing target value by closing price on grant date | |
| New director RSU grant | Prorated value (if elected off-cycle) | Effective on election date; same vesting framework | |
| Dividend equivalents | Paid on RSUs after vesting | Equal to dividends on equivalent shares; paid post-vesting | |
| RSU payout elections | Up to 50% of RSUs may be paid in cash | Director election permitted | |
| Deferral plans | Non-qualified equity deferral available for RSUs | Dividends credited as recordkeeping cash; paid per plan schedule | |
| Clawback | Incentive Compensation Recovery Policy adopted Oct 2, 2023 | Compliant with SEC/NYSE; forfeiture for misconduct/restatements |
No director-specific performance metrics (e.g., revenue/TSR targets) are tied to director compensation; structure is cash retainer plus time-based RSUs .
Other Directorships & Interlocks
| External Company | Sector/Notes | Potential Interlocks |
|---|---|---|
| HireQuest, Inc. (HQI) | Staffing/services | Not disclosed in proxy |
| Great Lakes Dredge & Dock (GLDD) | Marine/dredging | Not disclosed in proxy |
The proxy does not disclose transactions or relationships between Mosaic and these companies; CGN Committee oversees related-person transactions .
Expertise & Qualifications
- Executive leadership and business development; risk management experience .
- Government and public policy insight with Florida statewide/local issues—relevant given Mosaic HQ and phosphate operations in Florida .
- CHR committee role aligns with human capital and compensation oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 2,413 |
| Percent of class | Less than 1% |
| RSUs vesting/vested within 60 days of Apr 2, 2025 | 2,413 |
| Shares included under director ownership guidelines (#) | 2,413 |
| Value under guidelines ($) | $64,717 |
| Market value of shares/vested RSUs ($) as of Apr 2, 2025 | $63,872.11 |
| Value in excess of guideline ($) | — (none shown) |
| Five-year compliance deadline | November 1, 2027 (has not yet completed five years of service) |
| Anti-pledging/hedging | Prohibited for directors; shares not subject to any pledge per beneficial ownership table |
Director Stock Ownership Guideline: at least 5x the annual base cash retainer ($625,000 for non-employee directors) within five years of becoming a director; RSUs (vested/unvested) count toward compliance .
Governance Assessment
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Strengths:
- Independence affirmed; service on CHR (all members independent) supports board effectiveness in pay governance .
- Strong executive and operating leadership background with public policy expertise in Florida, aligning with Mosaic’s geographic footprint .
- Robust governance framework: independent Chair, executive sessions, annual evaluations, and clear committee charters; high board-wide attendance (98%) .
- Director pay structure is simple and transparent (cash retainer + time-vested RSUs); ownership guidelines enhance alignment; anti-hedging/pledging policy reduces misalignment risk .
-
Potential risks/watch items:
- Early tenure (Director since 2025) implies limited Mosaic-specific track record; ownership below guideline threshold pending five-year compliance window through November 1, 2027 .
- Concurrent public company directorships (HQI, GLDD) warrant monitoring for time commitments and any future related-party considerations; no such transactions are disclosed in the proxy .
- Policy permitting up to half of RSUs to be delivered in cash could modestly reduce equity accumulation if elected; monitor elections and progress toward ownership guidelines .
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Engagement signal:
- Mosaic’s outreach program engaged holders representing 21.7% of outstanding shares in 2024; while not director-specific, it reflects ongoing investor engagement on governance/compensation topics .