Mosaic names Walter Precourt operations chief for Dec. 1
Precourt's disclosed pay terms include a $710,000 annual salary and a 2027 bonus target equal to 85% of salary earned in 2027.
Rhea-AI Filing Summary
MOSAIC CO said Karen A. Swager plans to retire and will resign as executive vice president of operations effective December 1, 2026; she will serve as a senior advisor until her retirement in the second quarter of 2027. Walter F. Precourt, III was appointed executive vice president of operations effective December 1, 2026. After her transition, Swager will continue receiving her current cash compensation and remain eligible for benefit plans generally available to management-level employees through her remaining employment.
Effective upon Precourt’s first day in the role, the Compensation and Human Resources Committee approved a $710,000 base salary, a 2027 Management Incentive Plan target bonus equal to 85% of salary earned in 2027, and a $1,725,000 long-term incentive award: 40% in restricted stock units and 60% in total shareholder return performance units. It also approved a one-time promotional restricted stock unit award with a $300,000 grant-date fair value.
Positive
- None.
Negative
- None.
Filing Explained
In Walter Precourt’s signed offer, his severance and change-in-control coverage runs through
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Base salary: $710,000 per year
MIP target bonus: 85%
Long-term incentive award: $1,725,000
+4 more
7 metrics
Base salary
$710,000 per year
Precourt's approved base salary
MIP target bonus
85%
Target for plan year 2027, based on base salary earned in 2027
Long-term incentive award
$1,725,000
Award value; 40% in restricted stock units and 60% in total shareholder return performance units
Restricted stock unit portion
40%
Share of the long-term incentive award
Total shareholder return performance unit portion
60%
Share of the long-term incentive award
Promotional RSU award
$300,000 grant-date fair value
One-time award
Promotional RSU vesting schedule
33%, 33%, and 34%
First, second, and third anniversaries of the grant date, respectively
Key Terms
Management Incentive Plan, total shareholder return (TSR) performance units, Restricted Stock Unit, Severance and Change in Control Agreement
4 terms
Management Incentive Plan financial
"target bonus under Mosaic’s Management Incentive Plan"
A management incentive plan is a structured pay program that rewards company executives and senior managers when they meet specific goals, using cash bonuses, stock awards, or options. It matters to investors because it helps align leaders’ actions with shareholder interests—like tying a coach’s bonus to a team’s wins—while influencing retention, risk-taking and potential share dilution, all of which can affect company performance and stock value.
Restricted Stock Unit financial
"one-time Restricted Stock Unit promotional equity award"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Severance and Change in Control Agreement financial
"covered under the Severance and Change in Control Agreement"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is MOS appointing as executive vice president of operations?
Walter F. Precourt, III was appointed executive vice president of operations effective December 1, 2026. Karen A. Swager will resign from that role on the same effective date and continue as a senior advisor until her retirement in the second quarter of 2027.
What compensation terms did MOS approve for Walter Precourt?
Effective upon his first day in the role, the approved terms include a $710,000 base salary and a 2027 target bonus equal to 85% of base salary earned in 2027. The long-term incentive award is valued at $1,725,000, with 40% in restricted stock units and 60% in total shareholder return performance units. A separate one-time promotional RSU award has a $300,000 grant-date fair value.
When does Karen Swager plan to retire from MOS?
Swager plans to retire in the second quarter of 2027. She will resign as executive vice president of operations effective December 1, 2026, and continue as a senior advisor until her retirement.
How does Walter Precourt's $300,000 promotional RSU award vest?
The award vests 33% on the first anniversary of its grant date, 33% on the second anniversary, and the remaining 34% on the third anniversary. The number of RSUs will be determined using the closing stock price on December 1, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2026
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
| DE | 001-32327 | 20-1026454 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 101 East Kennedy Blvd. | 33602 | |||||||
| Suite 2500 | ||||||||
Tampa, | FL | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
| Securities registered pursuant to Section 12(b) of the Act | |||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Common Stock, par value $0.01 per share | MOS | NYSE | |||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||||||||
| ☐ | Emerging growth company | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |||||||||||
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2026, Ms. Karen A. Swager informed The Mosaic Company ("Mosaic") of her intention to retire from Mosaic. In connection with her retirement, Ms. Swager will resign as the Executive Vice President - Operations effective December 1, 2026, and will continue as a Senior Advisor to Mosaic until her retirement in the second quarter of 2027. Ms. Swager will continue to receive her current cash compensation and be eligible to participate in benefit plans generally available to management-level employees after her transition to Senior Advisor through her remaining period of employment with Mosaic.
On September 23, 2026, Mosaic announced that effective December 1, 2026, its Board of Directors ("Board") appointed Mr. Walter F. Precourt, III to the position of Executive Vice President - Operations.
Effective upon Mr. Precourt's first date of employment with Mosaic as the Executive Vice President - Operations, the Compensation and Human Resources Committee ("CHR Committee") of the Board approved (i) a base salary of $710,000; (ii) a target bonus under Mosaic’s Management Incentive Plan ("MIP") for 2027 equal to 85% of his base salary earned in 2027; and (iii) a long-term incentive award under Mosaic's 2023 Stock and Incentive Plan valued at $1,725,000 on the date of grant (based on the closing price of Mosaic's common stock on the New York Stock Exchange on Mr. Precourt's first date of employment with Mosaic as the Executive Vice President - Operations) of which 40% of the value will be granted in the form of restricted stock units and the remaining 60% will be granted in the form of total shareholder return (TSR) performance units. The CHR Committee also approved a one-time Restricted Stock Unit promotional equity award with a grant-date fair value of $300,000 for which Mr. Precourt will be eligible to receive 33% on the first anniversary of the grant date, 33% vesting on the second anniversary, and the remaining 34% vesting on the third anniversary. The CHR Committee also approved the continuation of the executive severance and change in control agreement for Mr. Precourt in the form previously approved by the CHR Committee for executive officers other than Mosaic's Chief Executive Officer.
Mr. Precourt, age 62, was named Senior Vice President and Chief Administrative Officer effective November 1, 2023. In this role, Mr. Precourt had responsibility for the company’s Human Resources, Public Affairs, Procurement and Shared Services teams. Mr. Precourt has held several leadership positions since joining Mosaic in 2009, including Senior Vice President—Strategy and Growth, Senior Vice President—Phosphates, Senior Vice President—Potash Operations, and leading the Environment, Health and Safety organization. Prior to joining Mosaic, Mr. Precourt led Holcim (U.S.) safety transformation, later becoming its Vice President of Environment and Government Affairs. Mr. Precourt started his career at The Dow Chemical Company where he served in a variety of roles in Operations, Technology, Capital Project Management, and Environmental, Health and Safety. Mr. Precourt earned his Bachelor of Science in Civil Engineering from Worcester Polytechnic Institute, his Master of Science in Environmental and Water Resources Engineering from Vanderbilt University, and his MBA from the University of North Carolina-Chapel Hill.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Offer Letter to Walter F. Precourt, III | |||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MOSAIC COMPANY | |||||||||||||||||||||||
| Date: September 24, 2026 | By: | /s/ Philip E. Bauer | |||||||||||||||||||||
| Name: | Philip E. Bauer | ||||||||||||||||||||||
| Title: | Senior Vice President, General Counsel | ||||||||||||||||||||||
| and Corporate Secretary | |||||||||||||||||||||||
Exhibit 99.1
 | The Mosaic Company 101 E. Kennedy Blvd., Suite 2500 Tampa, FL 33602 www.mosaicco.com | |||||||
September 15, 2026
Walt Precourt CONFIDENTIAL
Dear Walt,
I am pleased to offer you the role of Executive Vice President, Operations with Mosaic, effective December 1, 2026.
Base Compensation Your base compensation will be paid at an annual rate of USD 710,000. Future increases will be based on your performance against agreed upon goals and Mosaic's merit pay policies.
Short-Term Incentive Compensation You are eligible to participate in Mosaic’s Management Incentive Plan (MIP) at a target bonus opportunity of 85%, starting for plan year 2027. The MIP is an annual plan that has the potential to pay out an award based on Company, Business Unit, and Individual Performance during the fiscal year and is subject to the approval of Mosaic’s Board of Directors. The incentive award payment for the year in which you are eligible to participate will be processed in the first quarter of the following year and is subject to the rules of the incentive plan.
Long-Term Incentive In March 2027, you will be eligible to participate in Mosaic’s long-term incentive program, with a target of your new position set at USD 1,725,000. Awards under the equity compensation program are subject to the approval of Mosaic’s Board of Directors (Board) and are made on an annual basis, in accordance with the provisions set forth in Mosaic’s stock plan and the respective award agreements.
Promotional Equity Award You will receive a one-time Restricted Stock Unit (RSU) award with a grant-date fair value of USD 300,000. The number of RSUs awarded will be determined based on the closing stock price on December 1, 2026. The award will vest over three years, with 33% vesting on the first anniversary of the grant date, 33% vesting on the second anniversary, and the remaining 34% vesting on the third anniversary.
Severance and Change in Control Agreement You will continue to be covered under the Severance and Change in Control Agreement, with coverage extending through March 31, 2029. The agreement outlines the terms and conditions under which you may be entitled to receive certain benefits in the event your employment is terminated.
Executive Benefits You will continue to be eligible and participate in executive life, disability, financial planning and physical exam benefits, subject to the written terms and conditions of these policies and plans, as they may be modified in the future.
Congratulations on Your Offer We realize that this is a very important decision for you, and we are committed to providing as much guidance and support as you need while you consider the offer. In order to accept this offer, you must sign below and return this letter to me.
Sincerely,
/s/ Bruce M. Bodine
Bruce M Bodine
President and Chief Executive Officer (“CEO”)
ACCEPTED:
/s/ Walter Precourt________________________ _September 15, 2026________________
Walter Precourt Date