Ms. Cooper served as Executive Vice President and Chief Financial Officer of CA, Inc. (“CA”), an IT management software provider, from August 2006 until she retired in May 2011. Ms. Cooper joined CA in August 2006 with nearly 30 years of finance experience, including as Chief Financial Officer for IMS Health Incorporated and, prior to that, Reciprocal, Inc. Ms. Cooper began her career at IBM Corporation where she held increasingly important roles over a 22-year period that focused on technology strategy and financial management. Ms. Cooper also serves as a director and a member of the Audit Committee of Teradata Corporation, Brunswick Corporation and Guardian Life Insurance Company of America.
Mr. Ebel serves as chairman, president and chief executive officer of Spectra Energy Corp which, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets (“Spectra Energy”). He also is chairman, president and chief executive officer of Spectra Energy Partners. He previously served in a number of leadership roles for Spectra Energy and its predecessor companies, including chief financial officer; president of Union Gas Limited; vice president of investor and shareholder relations; managing director of mergers and acquisitions; and vice president of strategic development. Mr. Ebel is also a director of Spectra Energy and Spectra Energy Partners.
Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation, a uranium producer and provider of processing services required to produce fuel for nuclear power plants, since May 2010 and July 2011, respectively. Mr. Gitzel joined Cameco in January 2007 as senior vice-president and chief operating officer and served in that role until May 2010. Prior to joining Cameco, Mr. Gitzel was Executive Vice President, mining business unit for Areva SA in Paris, France from 2004 to January 2007, and served as President and Chief Executive Officer of Cogema Resources Inc., now known as Areva Resources Canada, from 2001 to 2004. Mr. Gitzel also serves as a member of the Board of Directors of Cameco, as chair of the World Nuclear Association, the co-chair of the 2013 Mastercard Memorial Cup and is a governor with Junior Achievement of Saskatchewan.
Ms. Johnson serves as a Group President of Resource Industries of Caterpillar
Incorporated, a manufacturer of construction and mining equipment, diesel and
natural gas engines, industrial gas turbines and diesel-electric locomotives
("Caterpillar"). From January 2015 until February 2016, Ms
Johnson served as Vice President of Material Handling and Underground Division of Caterpillar, since January 2015. Prior to that, Ms. Johnson served as Vice President and Officer – Integrated Manufacturing Operations from May 2013 to January, 2015, as Vice President and Officer – Diversified Products Division from January 2013 to May 2013 and as General Manager – Specialty Products from May 2011 to January 2013 of Caterpillar. Ms. Johnson began her career at General Motors Corporation and continued at General Motors Company, where she held increasingly important roles from 1989 through 2011, including President and Managing Director of General Motors do Brasil Ltda.; Vice President and Officer, General Motors Labor Relations; Vehicle Line Director and Vehicle Chief Engineer, Global Small Cars; and Plant Manager, Flint Truck Assembly & Flint Metal Center Plants.
Mr. Koenig served as Vice Chairman and Chief Risk Officer of Cargill and as a member of its Corporate Leadership Team
from September 2013 and December 2009, respectively, until his retirement in
February 2016. Mr. Koenig also served, concurrently since April 2006, as leader of the Cargill Agricultural Supply Chain Platform. Previously, Mr. Koenig served as Executive Vice President and Chief Risk Officer of Cargill from June 2011 to September 2013; as Senior Vice President at Cargill from June 2010 to June 2011; as a leader of the Cargill Energy, Transportation and Industrial Platform from June 2007 to July 2011. Since joining Cargill in 1978, Mr. Koenig has had 14 years of agricultural commodity trading and managerial experience in various locations in the United States, 15 years in Geneva, Switzerland leading Cargill’s global trading and risk management activities, including overseeing the businesses in Malaysia, Indonesia and Singapore before returning to the United States to lead the Cargill Energy, Transportation and Industrial Platform. Mr. Koenig currently serves as Chairman of Black River Asset Management, an independently managed subsidiary of Cargill, as trustee for Minnesota Public Radio and as a director of Cargill, Cargill International, SA and CARE USA.
Mr. Lumpkins served as Vice Chairman of Cargill, Incorporated (“Cargill”) from 1995 and as a member of the Cargill Corporate Leadership Team since its inception in 1999 until his retirement in October 2006 and as Cargill’s Chief Financial Officer from 1989 to 2005. Mr. Lumpkins also serves as a member of the board of directors of Ecolab, Inc. where he is chair of the Safety, Health and Environment Committee, and also serves on the nonprofit board of Howard University. As Vice Chairman of Cargill, Mr. Lumpkins played a key role in the formation of Mosaic through the combination of IMC Global Inc. (“IMC”) and Cargill’s fertilizer businesses.
Mr. Monahan served as Chairman of the Board, President and Chief Executive Officer of Imation Corp. from its formation in 1996 until his retirement in 2004. Previously, he served as Group Vice President of 3M Company responsible for the Electro and Communications Group, senior managing director of 3M’s Italy business and Vice President of the 3M’s Data Storage Products Division. Mr. Monahan served as a director from January 2005 to May 2007 and Chairman of the Board and interim Chief Executive Officer from August 2006 to 2007 of Novelis Inc. Mr. Monahan also serves as lead director and a member of the Compensation and Nominating Committees of Pentair Inc.
Mr. Popowich served as President and Chief Executive Officer of Elk Valley Coal Corporation (“EVCC”) from January 2004 to August 2006; as President of the Fording Canadian Coal Trust, a mutual fund trust that held a majority ownership interest in EVCC, from January 2004 until his retirement in December 2006and as Executive Vice President of EVCC from February 2003 to January 2004. Currently, Mr. Popowich serves as a director of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), an industry technical association dedicated to education and identifying best practices in the mineral industry. From May 2008 through May 2009 Mr. Popowich served as Past President of CIM and he served as President of CIM from May 2007 to May 2008. Concurrently, Mr. Popowich served as a director of Climate Change Central, an organization established by the Alberta government dedicated to the reduction of greenhouse gasses primarily through energy efficiency and demand side management, from 2002 to June 2010.
Mr. Seaton has served as Chief Executive Officer and Chairman of the Board of Fluor Corporation since February 2011 and February 2012, respectively. Prior to his appointment as Chief Executive Officer, he served as Chief Operating Officer of Fluor with responsibility for overseeing the company’s five business groups, project operations, health, safety and environmental, and business development, from November 2009; Senior Group President, Energy and Chemicals, Power and Government from March 2009 to November 2009; Group President of Energy and Chemicals for Fluor from February 2007 to March 2009; and Senior Vice President and Group Executive for Fluor’s global corporate sales with geographic responsibility for the Middle East from September 2005 to February 2007. Mr. Seaton is a member of the Business Roundtable, and a board member of the American Petroleum Institute and the U.S.-Saudi Arabian Business Council. He is also a board member of the World Economic Forum’s Partnering Against Corruption Initiative and is co-chair of the Forum’s Global Agenda Council on Corruption.
Mr. Seibert is a land use and environmental attorney and has been a Florida Supreme Court-certified mediator for over 20 years. He has operated The Seibert Law Firm in Tallahassee, Florida since January 2003 and in early 2013 co-founded a strategy consulting firm, TriSect LLC. From July 2008 until September 2011, Mr. Seibert served as Senior Vice President and Director of Strategic Visioning for the Collins Center for Public Policy, a non-profit, non-partisan policy research organization. He also served as the Executive Director of the Century Commission for a Sustainable Florida from 2005 until July 2008. Prior to starting his law practice in 2003, Mr. Seibert was the gubernatorial appointed Secretary of the Florida Department of Community Affairs from 1999 to 2003 and, before that, Mr. Seibert served as an elected County Commissioner representing Pinellas County, Florida from 1992 to 1999.
Mr. Westbrook has been President and Chief Executive Officer of KRW Advisors, LLC, a provider of strategic and general business and consulting services in the telecommunications, media and other industries, since September 2007. Mr. Westbrook founded Millennium Digital Media Systems, LLC in 1997 and served as Chairman and Chief Strategic Officer and as President and Chief Executive Officer of Millennium Digital from October 2006 to September 2007 and from May 1997 to September 2006, respectively. Mr. Westbrook also serves as a member of the Boards of Directors of Archer Daniels Midland Company, Camden Property Trust, Stifel Financial Corp. and T-Mobile US, Inc. Mr. Westbrook received an undergraduate degree in Business Administration from the University of Washington and a Juris Doctor degree from Harvard Law School.
The listing standards of the NYSE require that Mosaic’s Board be comprised of at least a majority of independent directors and that the Board maintain Audit, Compensation and Nominating/Corporate Governance Committees comprised entirely of independent directors. The NYSE Corporate Governance Rules also require the Board to make a formal determination each year as to which of its directors are independent. In addition to meeting the minimum standards of independence adopted by the NYSE, no director qualifies as "independent" under the NYSE Corporate Governance Rules unless the Board affirmatively determines that the director has no material relationship with the corporation. The NYSE, however, allows companies to adopt and disclose categorical standards of independence and make general disclosures as to which directors meet those standards.
The Board of Directors has determined that each member of the Audit Committee is "independent" and meets the independence and other requirements of the listing standards of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934.
The Board has also determined that Ms. Nancy E. Cooper is an "audit committee financial expert" under the SEC's rules and that, in its business judgment, Ms. Cooper has accounting and related financial management expertise under the NYSE's listing standards.
Finally, the Board has determined, in its business judgment, that each member of the Audit Committee is financially literate, under the NYSE's listing standards.