Luciano Siani Pires
MOSAICAbout Luciano Siani Pires
Luciano Siani Pires, age 54, is Executive Vice President and Chief Financial Officer of The Mosaic Company; he joined Mosaic on November 18, 2024 as CFO-Designate and assumed the CFO role effective January 1, 2025 . He previously served as Vale S.A.’s CFO (2012–2021) and EVP of Strategy & Business Development (2021–2023), held strategy and HR leadership roles at Vale (2008–2012), worked at Brazil’s National Development Bank (BNDES) in capital markets and export finance, and was a McKinsey consultant; he also chaired the board of VLI S.A. (2017–2023) and served as a non-executive director on Mosaic’s board (2018–2022) . Mosaic’s executive pay framework for Pires emphasizes at-risk compensation tied to corporate performance (short-term cash incentives with multi-metric scorecard) and long-term equity (RSUs and TSR-based performance units), under stock ownership, clawback, double-trigger change-in-control, and anti-hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vale S.A. | Chief Financial Officer; oversight of finance, procurement, shared services, IT, project implementation, Fertilizer business | 2012–2021 | Led finance and multi-function oversight during commodity cycles and portfolio changes |
| Vale S.A. | Executive Vice President, Strategy & Business Development | 2021–2023 | Drove corporate strategy and M&A/business development priorities |
| Vale S.A. | Group Head of Strategy; Group Head of Human Resources | 2008–2012 | Built enterprise strategy function and led HR transformation |
| BNDES (Brazil National Development Bank) | Chief of Staff and Executive Secretary to the President | 2007–2008 | Supported national development bank leadership and policy execution |
| BNDES | Head, Capital Markets Department | 2005–2006 | Led capital markets initiatives and financing programs |
| BNDES | Head, Export Finance Department | 2001–2002 | Directed export finance operations and credit support |
| Independent consulting | Advisor to mining industry (including Mosaic) | 2023–2024 | Strategic advisory to mining corporates ahead of Mosaic appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VLI S.A. (Brazil logistics) | Chairman, Board of Directors | 2017–2023 | Oversaw rail/ports/logistics network; governance and growth initiatives |
| The Mosaic Company | Non-Executive Director | 2018–2022 | Board oversight; familiarity with Mosaic operations and strategy |
| McKinsey & Company | Consultant | Not disclosed | Strategy and operations advisory experience |
Fixed Compensation
| Component | Effective Date | Amount | Notes |
|---|---|---|---|
| Base Salary (EVP & CFO-Designate) | 11/18/2024 | $650,000 | Hired in Brazil payroll; pro-rated for 2024 eligibility |
| Target Bonus (MIP) for 2024 | 2024 | 75% of base salary | Pro-rata for months with ≥15 days worked |
| New Hire Equity Award | Granted post-start | $1,000,000 | 40% RSUs; 60% performance units (split stock- and cash-settled), 3-year cliff; PSU performance period 11/1/2024–10/31/2027 |
| Base Salary (upon CFO role) | 01/01/2025 | $800,000 | Effective when assuming CFO |
| Target Bonus (MIP) | 01/01/2025 | 90% of base salary | Effective when assuming CFO |
| Target LTI (annual program) | March 2025 | $2,500,000 | Subject to board approval under equity plan |
Performance Compensation
Short-Term Incentive (MIP) Structure and Outcomes (2024 corporate measures apply to executive officers)
| Metric | Weight | Target | Actual | Payout % of Target |
|---|---|---|---|---|
| Incentive Adjusted Operating Earnings ($mm) | 25% | $1,805 | $1,262 | 7.2% |
| Incentive Free Cash Flow ($mm) | 20% | $775 | $445 | 0.0% |
| Cost Control – Company-wide SG&A ($mm) | 2% (part of 10%) | $397 | $449 | 0.0% |
| Cost Control – Phosphate Price Normalized Earnings ($mm) | 2.5% (part of 10%) | $850 | $444 | 0.0% |
| Cost Control – Potash Price Normalized Earnings ($mm) | 2.5% (part of 10%) | $944 | $694 | 1.0% |
| Cost Control – Mosaic Fertilizantes Price Normalized Earnings ($mm) | 2.25% (part of 10%) | $421 | $333 | 1.1% |
| Mosaic Fertilizantes – Distribution Margin ($mm) | 0.75% (part of 10%) | $34 | $35 | 0.9% |
| Performance Product Sales (MES + Aspire) | 10% | Budgeted volumes | 140% perf. factor | 14.0% |
| MicroEssentials (% of Production) | 9% | 47.0% | 48.0% | 13.7% |
| Aspire (% of Production) | 1% | 5.0% | 4.5% | 0.2% |
| ESG Scorecard – Sustainability Goals | 7.5% | 3 goals on-track | 4 goals | 11.3% |
| ESG Scorecard – EHS (MMS) | 7.5% | Score 83 | Score 91 | 15.0% |
| Strategic Goals (individual) | 20% | Achieved | Achieved | 20.0% |
| Corporate Sub-Plan Total | — | — | — | 70.5% |
| CEO safety-related negative discretion (applied to NEOs) | — | — | — | (15.0%) |
Notes:
- Executive officers share the corporate STI scorecard and weights; individual strategic goals vary by executive but are reviewed and approved by the Compensation & HR Committee; payouts range from 0% to 200% of target and are subject to negative discretion as applied in 2024 due to safety incidents .
Long-Term Incentive (LTI) Design
| Award Type | Typical Proportion | Vesting | Holding/Performance | Settlement |
|---|---|---|---|---|
| RSUs | ~40% of annual LTI value | 3-year cliff | N/A | Shares; dividend equivalents paid only upon vesting |
| TSR Performance Units (stock-settled) | ~30% (half of TSR PSU) | 3-year performance; settle then 1-year holding | TSR vs starting/ending value; payouts 0–200% of target | Shares; dividend equivalents paid only upon vesting |
| TSR Performance Units (cash-settled) | ~30% (half of TSR PSU) | 3-year performance | Same TSR construct | Cash |
| New Hire Equity (for Pires) | $1,000,000 | 3-year cliff | PSU performance 11/1/2024–10/31/2027 | 40% RSUs; 30% stock PSUs; 30% cash PSUs |
Equity Ownership & Alignment
- Executive stock ownership guidelines require 3x base salary for executive officers; until met, executives must retain 100% of net shares from vesting/exercise. Unvested RSUs count toward compliance (after-tax), TSR performance units do not. Hedging and pledging of Mosaic stock are prohibited .
- Clawback policy conforms with NYSE standards for recovery of erroneously awarded incentive compensation in the event of an accounting restatement; clawback provisions existed prior to formal policy adoption .
- Individual beneficial ownership for Pires was not separately disclosed in the 2025 proxy’s named table; directors and NEOs as a group report no pledges on their disclosed holdings .
Employment Terms
| Term | Detail |
|---|---|
| Severance & CIC Agreement Term | Agreement expires March 31, 2026; extends to at least two years post-CIC if CIC occurs |
| Termination Without Cause / For Good Reason | 1.5x base salary + 1.5x target bonus (year of termination) in lump sum; pro-rata current-year target bonus; 12 months of company-paid medical/dental/vision portion; $25,000 in lieu of outplacement; offsets for re-employment compensation |
| Qualified Change-in-Control Termination (Double Trigger) | 2x base salary + 2x target bonus (CEO is 3x); 18 months of company-paid portions of medical/dental/vision and executive life/disability premiums; $10,000 executive physical if unused; certain deferred compensation credits; best-net-benefit excise tax cutback (no gross-ups) |
| LTI Treatment | Double-trigger vesting on RSUs and TSR performance units upon qualified CIC; vest on death/disability or retirement (age ≥60 and ≥5 years service); RSUs/PSUs subject to original distribution timing and performance goals as applicable; pro-rata vesting for RSUs on termination without cause after 12 months from grant |
| Restrictive Covenants | Confidentiality; non-solicit/non-compete for 18 months post-termination or 24 months following CIC; non-disparagement; notice and cure obligations for “good reason” |
| Arbitration & Policies | Mandatory arbitration under Mosaic’s Employee Dispute Resolution (EDR) Program; adherence to internal policies; background/drug screening |
| Relocation | Expected relocation to Tampa, FL by January 1, 2026; comprehensive relocation assistance including visa support |
Investment Implications
- Alignment: High proportion of at-risk pay via STI and LTI, mandatory retention until guideline met, clawback provisions, anti-hedging/pledging, and double-trigger CIC vesting collectively align incentives with shareholder value and curb short-term selling pressure .
- Retention risk: Three-year cliff vesting on RSUs and multi-year TSR PSU performance/holding periods, plus relocation timeline and enforceable non-compete/non-solicit (18/24 months) support retention; severance is moderate (1.5x cash) and CIC economics are standard (2x cash, no gross-up), reducing “golden parachute” risk perceptions .
- Performance levers: STI scorecard spans earnings, free cash flow, cost control (price-normalized), premium product mix, and ESG/EHS execution—with 2024 corporate outcomes showing tighter cash/earnings delivery but strong ESG/product metrics; as CFO, Pires’ focus on cash discipline, cost normalization, and safety/EHS execution should be directly tied to payout outcomes .
- Track record: Deep CFO/strategy experience at Vale and logistics oversight at VLI suggest capability in capital allocation, risk management, and operational discipline—key for navigating cyclical fertilizer markets and Mosaic’s stated metrics framework .