Philip E. Bauer
MOSAICAbout Philip E. Bauer
Philip E. Bauer, age 52, is Senior Vice President, General Counsel and Corporate Secretary at The Mosaic Company (MOS). He was promoted to this role in January 2023, having joined Mosaic in 2007 and previously serving as Vice President—Growth and Development (2019–2022) and Vice President & Deputy General Counsel (Oct–Dec 2022). Before Mosaic, Bauer was a partner at an international law firm focused on M&A, securities offerings, and public company compliance . Company performance context: 2024 net sales were $11,122.8M vs. $13,696.1M in 2023; net income was $174.9M vs. $1,164.9M; diluted EPS $0.55 vs. $3.50; operating earnings $621.5M vs. $1,338.1M . 2024 say‑on‑pay support was ~93% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mosaic Company | Senior Vice President, General Counsel & Corporate Secretary | Jan 2023–present | Company’s chief legal officer and corporate secretary; authors legal opinions for capital markets transactions and signs SEC filings . |
| The Mosaic Company | Vice President & Deputy General Counsel | Oct 2022–Dec 2022 | Led legal matters prior to promotion; continuity in governance and transactions . |
| The Mosaic Company | Vice President—Growth & Development (Strategy & Growth team) | May 2019–Sep 2022 | Supported business development, strategy execution across segments . |
| The Mosaic Company | Senior legal leadership (various) | 2007–2019 | Managed legal support for potash operations, offshore finance, commercial transactions, and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International law firm (not named) | Partner | Pre‑2007 | Focus on M&A, public/private securities offerings, public company compliance—directly relevant to MOS capital markets and governance . |
Fixed Compensation
- Base salary and target bonus for Bauer are not disclosed in the proxy (he is not listed among Named Executive Officers). Executive policy applies: 3x salary stock ownership guideline for executive officers (CEO 5x), with 100% of vested shares held until guideline met .
Performance Compensation
Company-wide executive incentive structure (applies to executive officers, including the General Counsel):
- Short-term incentive plan (STIP) with 65% financial metrics, 15% ESG (sustainability and EHS MMS effectiveness), 20% strategic goals; awards range 0–200% of target; executive officers share common metrics .
- 2024 STIP metrics, weights, and actual performance/payout results:
| Metric | Weight | 2024 Actual | Payout % of Target |
|---|---|---|---|
| Incentive Adjusted Operating Earnings (millions) | 25% | $1,262 | 7.2% |
| Incentive Free Cash Flow (millions) | 20% | $445 | 0.0% |
| Cost Control (composite; includes SG&A and price‑normalized earnings) | 10% | Composite achieved | 3.0% |
| Performance Product Sales (MES/Aspire) | 10% | 140% factor | 14.0% |
| ESG Scorecard (Sustainability goals and MMS) | 15% | 175% factor | 26.3% |
| Strategic Goals (exec‑specific) | 20% | Achieved | 20.0% |
| Corporate Sub‑Plan Total | 100% | — | 70.5% |
| Discretionary Safety Adjustment | — | — | (15.0)% |
| Final Corporate Adjusted Total | — | — | 55.5% |
- Long-term incentives (LTI): 40% time‑based RSUs (three‑year cliff vest) and 60% TSR performance units (half stock‑settled, half cash‑settled); TSR PUs require cumulative positive adjusted net earnings and ≥10% absolute TSR growth for target; payout range 0–200% of target, with one‑year holding period on stock‑settled portion .
| LTI Component | Structure | Key Terms |
|---|---|---|
| RSUs | Time-based | 3‑year cliff vest; pro‑rata vesting allowed upon termination without cause after 12 months; double‑trigger CIC vesting if consideration is registered stock . |
| TSR Performance Units | Performance-based | Positive adjusted net earnings required; target at +10% TSR; threshold at –40% TSR (50% payout); max at +100% TSR (200% payout). One‑year post‑vest holding on stock‑settled units . |
Note: Bauer’s individual payout amounts are not disclosed; the above represents company program design.
Equity Ownership & Alignment
- Ownership guidelines: 3x salary for other executive officers; 100% hold of vested shares until guideline achieved .
- Hedging/pledging: Prohibited for all executives; options repricing not permitted; clawback policy compliant with NYSE listing standards .
- Insider trading policy: Strict pre‑clearance, event‑specific blackouts; 10b5‑1 plan approvals overseen by General Counsel; special waiting periods for Officers .
- Beneficial ownership: Bauer is not listed individually in the proxy’s executive ownership table; all directors and executive officers as a group held 1,577,882 shares as of April 2, 2025 . Bauer filed a Form 4 as officer on March 2025 (filing identifies him as “Sr. VP, Gen Counsel & Corp Sec”); transaction details are recorded in SEC archives .
Employment Terms
- Tenure: Joined Mosaic in 2007; promoted to SVP, General Counsel & Corporate Secretary in Jan 2023 .
- Role scope: As Corporate Secretary, Bauer serves as the confidential intermediary for stockholder communications to the Board and oversees governance processes .
- Severance/change‑in‑control: Company agreements for Named Executive Officers provide 1.5x salary and target bonus upon termination without cause/good reason; and 2x (non‑CEO) upon qualified change‑in‑control termination, with healthcare premiums, outplacement, and deferred comp credits; double‑trigger vesting on LTI awards; agreements renewed through March 31, 2026; non‑compete/non‑solicit 18 months (24 months post‑CIC) . Bauer’s specific agreement terms are not disclosed in the proxy.
Investment Implications
- Alignment: Strong governance and alignment features—3x ownership guideline, clawback, hedging/pledging ban, and double‑trigger LTI vesting—reduce misalignment risk for executives, including the General Counsel .
- Performance sensitivity: LTI requires positive adjusted net earnings and TSR growth; 2024 STIP payouts for NEOs were moderated (55.5% of target corporate score) and further reduced for safety incidents, evidencing compensation discipline .
- Retention/continuity: Bauer’s long Mosaic tenure and role in executing capital markets transactions (e.g., legal opinions for $900M senior notes offering and signing 8‑K filings) suggest low transition risk and valuable institutional knowledge supporting financing and governance .
- Monitoring: Bauer’s individual compensation and ownership are not itemized publicly; continue tracking Form 4s and future proxies for updates on equity holdings and award vesting .
Supporting Data
| Financial Highlights | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | $13,696.1 | $11,122.8 |
| Net Income ($MM) | $1,164.9 | $174.9 |
| Diluted EPS ($) | $3.50 | $0.55 |
| Operating Earnings ($MM) | $1,338.1 | $621.5 |
| Company Compensation Policies (Executives) | Key Terms |
|---|---|
| Stock ownership guidelines | CEO 5x salary; other executive officers 3x; 100% hold of vested shares until met . |
| Hedging/pledging | Not permitted . |
| Clawback policy | NYSE‑aligned incentive compensation recovery . |
| LTI vesting in CIC | Double trigger; RSUs & TSR PUs vest only upon qualified termination following CIC; death/disability/retirement vesting per award terms . |
| Capital Markets & Governance Actions | Evidence |
|---|---|
| Legal opinion for notes offering | Exhibit 5.1 signed by Bauer for $500M 4.350% 2029 notes and $400M 4.600% 2030 notes . |
| 8‑K signatory | Bauer signed multiple 8‑Ks as Senior Vice President, General Counsel & Corporate Secretary . |
| Proxy and shareholder meeting administration | Bauer signs the definitive proxy and acts as Corporate Secretary for meeting logistics . |
Notes: Bauer’s individual salary, bonus, and award values are not disclosed in 2025 proxy tables; metrics and outcomes shown reflect company programs broadly applicable to executive officers.