Kelvin R. Westbrook

About Kelvin R. Westbrook

Kelvin R. Westbrook (age 69) is an independent director of The Mosaic Company, serving since 2016. He is President and CEO of KRW Advisors, LLC; previously he founded Millennium Digital Media Systems, LLC and served as Chair/Chief Strategic Officer and as President/CEO in various periods from 1997–2007. His core credentials include executive leadership, legal/media/marketing experience (including former service as a partner at a national law firm), corporate governance expertise, and risk management.

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Westbrook is independent under NYSE rules and the company’s Director Independence Standards .
• Committee leadership and assignments:
  • Corporate Governance & Nominating Committee (Chair)
  • Environmental, Health, Safety & Sustainable Development (EHSS) Committee (Member)
• Committee responsibilities (salient to governance quality):
  • As CGN Chair: oversees governance guidelines, director nominations, committee assignments, non-employee director compensation program, board/committee/peer evaluations, review/approval of related person transactions, ESG matters relevant to CGN, and CEO succession planning .
  • As EHSS member: oversees EHSS risk systems, compliance, major EHS proceedings, sustainability performance, stakeholder engagement, and recommends EHS measures/goals for inclusion in annual short-term incentive plans .
• Meeting cadence and attendance:
  • 2024 meetings: Audit (8), CGN (4), EHSS (4), CHR (5) .
  • Attendance: Each director attended at least 98% of aggregate Board and committee meetings in 2024; all then-serving directors attended the 2024 Annual Meeting .
• Board structure and engagement: Independent Board Chair (Gregory Ebel); non-management directors meet in executive session at each regular Board meeting .

Fixed Compensation

Director compensation policy is reviewed by the Corporate Governance & Nominating Committee and aims for simplicity, alignment, and market competitiveness . Directors may also defer RSUs into the non-qualified equity deferral plan .

Performance Compensation

Note: Director equity awards are time-based (not performance-conditioned). The EHSS Committee (which includes Mr. Westbrook) reviews and recommends EHS measures included in the company’s executive short-term incentive plan design .

Other Directorships & Interlocks

• Director commitments policy: Directors generally should not serve on more than three other public company boards without prior approval; Mr. Westbrook serves on three other boards (within the guideline) .

Expertise & Qualifications

• Executive and operational leadership (CEO roles at KRW Advisors and MDM) .
• Legal, media, and marketing experience (former national law firm partner) .
• Corporate governance expertise through service on multiple public and non-profit boards .
• Risk management experience .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep governance credentials; Chair of CGN Committee (controls key levers: board composition, committee structure, director pay, evaluations, related-party oversight, and CEO succession) .
  • Member of EHSS Committee with explicit linkage to safety/sustainability metrics in incentive plans—signal of board-level accountability on ESG and safety risk oversight .
  • Strong engagement/attendance record at the board level (≥98% for 2024 across directors); robust use of executive sessions; independent Board Chair structure .
  • Ownership alignment: exceeds 5× retainer guideline by ~$594k; meaningful beneficial stake; no pledging indicated; company prohibits hedging/pledging .
  • Director compensation mix balanced (cash plus time-based RSUs); Westbrook elected to defer a portion of cash fees ($30k), aligning with long-term focus .

• Watch items

  • Multiple external directorships (ADM, T-Mobile US, Camden Property Trust). He remains within Mosaic’s overboarding guideline (≤3 other boards), but ongoing monitoring of time/attention is warranted given CGN chair and EHSS membership responsibilities .
  • Related-party/Interlock risk: ADM operates in adjacent ag value chains; CGN Committee oversight and Mosaic’s Related Person Transactions policy mitigate conflicts. No specific related person transactions involving Mr. Westbrook are identified in the reviewed sections of the proxy; continue to monitor future disclosures and 8-Ks .

• Shareholder sentiment context

  • Say-on-pay support of ~93% at 2024 Annual Meeting suggests investor confidence in Mosaic’s compensation governance framework (context for overall governance climate) .

Director Compensation (Detail for 2024)

Related-Party and Conflicts Oversight

• Policy framework: CGN Committee reviews and approves “related person transactions” (>$120,000) where a director/executive/5% holder has a material interest; director-recusal and fairness standards apply .
• Exclusions include ordinary-course transactions where the related person’s interest is solely from their role at another organization and they are not personally involved or specially compensated for the transaction .
• We did not identify a specific related-person transaction disclosure involving Mr. Westbrook in the sections reviewed; continue to monitor future proxies and Item 5.07/8-K disclosures .

RED FLAGS

• None explicitly disclosed for Mr. Westbrook in the 2025 proxy. Overboarding risk appears managed (within policy limits), and no pledging or related-party transactions were identified in the reviewed sections. Note: company prohibits hedging/pledging of Mosaic stock .

Say-on-Pay & Shareholder Feedback (Context)

• Say-on-pay approval ~93% at 2024 Annual Meeting; ongoing investor engagement conducted with holders representing 21.7% of outstanding shares in 2024 .