Timothy S. Gitzel

About Timothy S. Gitzel

Timothy S. Gitzel, age 63, has served on Mosaic’s Board since 2013 and is an independent director. He is President and Chief Executive Officer of Cameco Corporation (CEO since July 2011; President May 2010–July 2011; SVP & COO January 2007–May 2010), bringing deep mining leadership and Canadian regulatory experience relevant to Mosaic’s potash operations in Saskatchewan. He chairs Mosaic’s Compensation and Human Resources Committee and sits on the Corporate Governance and Nominating Committee, with identified strengths in executive leadership, mining, risk management, and Canadian government affairs .

Past Roles

External Roles

Board Governance

• Independence and engagement: Mosaic’s Board determined Gitzel is independent under NYSE rules and Mosaic’s Director Independence Standards; directors attended at least 98% of Board and committee meetings in 2024; the Board held four regular meetings and regularly meets in executive session without management .
• Committee leadership: Chair, Compensation and Human Resources Committee (5 meetings in 2024); Member, Corporate Governance and Nominating Committee (4 meetings in 2024). The CHR Committee oversees CEO and executive pay, incentive metrics and weightings, severance/CIC arrangements, risks related to compensation, and succession planning for senior management; the Governance Committee oversees governance guidelines, director nominations, committee assignments, related-person transaction approvals, and CEO succession .
• Board structure and practices: Independent Board Chair (Gregory L. Ebel) separate from CEO; annual majority vote standard; proxy access; independent committees; non-management directors meet in executive session each regular meeting .
• Ownership alignment policy: Non-employee directors must meet stock ownership of 5× base cash retainer within 5 years ($625,000 for non-chair); RSUs count toward guidelines .

Fixed Compensation

Director compensation policy reference points:

• Annual cash retainer: $125,000 (non-chair); Board Chair $200,000
• Committee chair retainers: $20,000 (CHR/CGN/EHSS); Audit Chair $25,000
• Annual RSU grant values: $175,000 (non-chair); Board Chair $262,500; RSUs vest at next annual meeting; prorated for mid-year appointments
• No meeting fees; perquisites limited to travel reimbursements; deferral programs available for fees and RSUs

Note: Mr. Gitzel received compensation in Canadian dollars; Mosaic reports director grant-date fair values under FASB ASC 718 .

Performance Compensation

As CHR Committee Chair, Gitzel oversees incentive design and performance metrics for executives and broad-based plans. Mosaic’s 2024 short-term incentive (STI) metrics and actuals:

Key structural features:

• STI weights: 65% financial, 20% strategic goals, 15% ESG (workforce representation goals and MMS effectiveness) .
• The CHR Committee approves measures/weightings and can exercise discretion; in 2024, awards for Named Executive Officers were reduced due to safety incidents resulting in fatalities, evidencing governance enforcement and safety accountability .

Long-term incentives (executive program oversight):

• Mix: 60% TSR performance units (half stock-settled, half cash), 40% time-based RSUs; TSR targets require positive cumulative adjusted net earnings and +10% TSR for target payout; payout range 0–200% of units; stock-settled portion has one-year post-vest holding .

Other Directorships & Interlocks

Mosaic director commitments policy limits service on other public boards and prohibits roles with competitors; independence determinations review all relationships to mitigate conflicts .

Expertise & Qualifications

• Executive leadership in multinational mining; over 25 years in Canadian/international uranium/mining operations, exploration, and decommissioning .
• Government/regulatory affairs experience in Canada and Saskatchewan (relevant to Mosaic potash mines) .
• Risk management leadership; corporate governance and human resources experience noted in skills matrix .

Equity Ownership

Policy prohibits hedging or pledging of Mosaic stock, reinforcing alignment and risk discipline .

Governance Assessment

• Strengths

  • Independent director with relevant mining/regulatory expertise; independent status affirmed .
  • Active governance leadership as CHR Chair; committee oversight spans incentive metrics, severance/CIC terms, and human capital risks; strong say-on-pay support (~93% in 2024), indicating investor confidence in pay practices .
  • Ownership alignment substantially above guidelines; director stock ownership policy at 5× retainer promotes skin-in-the-game .
  • Robust governance framework: independent Board Chair, annual majority vote, proxy access, independent committees, executive sessions, related-person transaction review policy .
  • Compensation risk controls: clawback policy in line with NYSE standards, double-trigger CIC, no hedging/pledging, no option repricing, limited perquisites .

• Watch items

  • Dual demands as Cameco’s CEO and Mosaic director may create time constraints; Mosaic policy expects directors to limit other public boards and prohibits service with competitors, which mitigates risk; independence was affirmed after review of relationships .
  • 2024 discretionary STI reductions due to safety fatalities show appropriate oversight but underscore operational safety risk exposure; continued monitoring of safety metrics is prudent from a governance perspective .

No related-person transactions specific to Gitzel are disclosed in the cited sections; Mosaic’s Governance Committee reviews and approves any such transactions per policy .