Sonya C. Little
MOSAICAbout Sonya C. Little
Independent director of The Mosaic Company; age 59; director since 2025. Former EVP and Chief Administrative Officer at Strategic Property Partners (2019–2024) and former CFO for the City of Tampa (2011–2019). The Board has determined she is financially literate, independent, and qualifies as an “audit committee financial expert” under SEC rules based on extensive CFO and audit committee experience. She began service in January 2025 and is currently a member of the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Strategic Property Partners, LLC | EVP & Chief Administrative Officer; member of executive committee; oversaw corporate operations and government affairs | 2019–2024 | Led company-wide strategic initiatives and project development/economic growth |
| City of Tampa | Chief Financial Officer | 2011–2019 | Led comprehensive financial strategy; managed budgets, credit ratings, and debt portfolio |
| Public Resources Advisory Group | Managing Director | Prior to 2011 (years not specified) | Public finance advisory; capital markets experience |
| RBC Capital Markets (formerly William R. Hough & Co.) | Investment banker | >14 years (prior to City of Tampa) | Capital markets execution experience |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Hancock Whitney (public company) | Director | Current | Biography notes experience on another public company audit committee; specific committee assignments at Hancock Whitney not detailed in Mosaic’s proxy |
Board Governance
- Committee assignments (MOS): Audit Committee member; the Audit Committee had 8 meetings in 2024; all members (including Ms. Little) meet NYSE/SEC independence requirements and several, including Ms. Little, are designated audit committee financial experts.
- Independence: Mosaic states all members of the Audit, Compensation & HR, and Corporate Governance & Nominating Committees are independent; the Board is 92% independent and led by an independent Chair.
- Board/committee attendance: The full Board held 4 regular meetings (0 special) in 2024; each director attended at least 98% of aggregate Board and committee meetings. Executive sessions of independent directors are held at each regular Board meeting.
- Tenure: Director since 2025; five-year ownership guideline compliance period runs to January 13, 2030, indicating service began January 13, 2025.
- Governance processes: The CGN Committee oversees governance, director compensation structure, committee assignments, annual board and committee evaluations (including peer review), succession planning (CEO), and approval of related person transactions.
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair directors) | $125,000 | Paid to each non-employee director |
| Board Chair cash retainer | $200,000 | Independent Chair only |
| Committee Chair retainers | Audit Chair: $25,000; CHR/CGN/EHSS Chairs: $20,000 | Additional to base retainer |
| Meeting fees | None | Mosaic does not pay meeting fees |
| Perquisites | None, other than spouse travel reimbursement for Board functions | Minimal perqs |
| Deferred cash fees | Up to 100% of director fees may be deferred under the Non-Qualified Deferred Compensation Plan | Same investment alternatives as 401(k) excluding Mosaic Stock Fund; no above-market earnings |
Performance Compensation
| Component | Policy Details | Vesting / Other Terms |
|---|---|---|
| Annual RSU grant (non-chair directors) | $175,000 grant-date fair value each year; Board Chair: $262,500 | Granted after annual meeting; vest at next annual meeting; prorated award on off-cycle appointment; dividend equivalents paid after vest; up to half of RSUs may be elected to be paid in cash; directors may defer equity under unfunded non-qualified equity deferral plan |
Performance metrics: Mosaic does not use performance-based equity for directors; RSUs are time-based with one-year vesting to the next annual meeting.
Other Directorships & Interlocks
| Company | Relationship to MOS | Potential Interlock / Conflict Notes |
|---|---|---|
| Hancock Whitney | Unrelated public company (banking) | No related-party transaction disclosure involving Ms. Little in Mosaic’s proxy; CGN Committee reviews and must approve any related person transactions over $120,000; conflicted directors recused. |
Expertise & Qualifications
- Financial expertise and audit committee experience; designated as an “audit committee financial expert” within the meaning of SEC rules.
- Project management and business development leadership across public and private sectors.
- Risk management across financial, operational, and regulatory domains.
- Deep experience in business, government, and regulatory affairs, including public-private partnerships and economic development.
Equity Ownership
| Beneficial Ownership (as of April 2, 2025) | Amount | Percent of Class | Notes |
|---|---|---|---|
| Shares beneficially owned | 2,413 | <1% | Includes RSUs vesting within 60 days: 2,413; unless otherwise indicated, shares are not subject to any pledge. |
| Stock Ownership Guideline Status (Directors) | Amount / Status | Notes |
|---|---|---|
| Ownership guideline | 5x annual base cash retainer within 5 years | $625,000 for non-chair directors (5 × $125,000) |
| Shares counted toward guideline (grant-date value) | 2,413 shares; $64,717 | Grant-date valuation method for RSUs and shares acquired applies for guideline calculation |
| Market value of shares/vested RSUs (as of Apr 2, 2025) | $63,872.11 | Market-value presentation in proxy |
| Compliance window end date | January 13, 2030 | Five-year period from initial service date |
Director Compensation (2024 program context)
| Item | Amount / Detail | Program Design Notes |
|---|---|---|
| 2024 standard RSU award to directors | $174,999 grant-date fair value | Vests at 2025 annual meeting; example counts shown for directors serving in 2024 |
| Dividend equivalents | Paid only upon vesting/issuance | Not interest-bearing |
| Cash vs. equity | Cash retainers plus time-based RSUs | Simple, transparent structure reviewed by CGN Committee and supported by independent consultant as needed |
Governance Assessment
- Board effectiveness and oversight: Placing Ms. Little on the Audit Committee leverages her CFO background and public-sector finance experience; her designation as an audit committee financial expert supports robust financial oversight, including internal controls and cybersecurity risk oversight.
- Independence and engagement: She meets NYSE/SEC independence standards; Mosaic’s board structure emphasizes independence (92% independent; independent Chair), annual evaluations, and routine executive sessions—all supportive of strong governance.
- Incentive alignment: Director pay is balanced between cash retainers and annual time-based RSUs with dividend equivalents and optional deferral; ownership guidelines require meaningful “skin in the game” (5× retainer in 5 years). Ms. Little’s current holdings are modest given her recent appointment, with a clear timeline to reach guideline levels by January 13, 2030.
- Conflicts and related-party exposure: Mosaic’s CGN Committee screens and must approve related person transactions >$120,000; directors may not participate where conflicted. The proxy provides no specific related-party transaction disclosure involving Ms. Little.
RED FLAGS
- Early-stage ownership: Ms. Little’s current shares counted toward guidelines ($64,717) are well below the $625,000 guideline; however, she has five years to comply, consistent with policy. Monitoring annual equity grants and additional purchases is warranted.
- External board service: She serves on another public company board (Hancock Whitney). While not inherently a conflict, investors should monitor for any transactions or relationships that could create interlocks or related-party exposure; Mosaic’s policy oversight mitigates this risk.