Compass Minerals International, Inc.
Shareholder Annual Meeting in a DEF 14A on 01/11/2022   Download
SEC Document
SEC Filing
DEF 14A 1 tm2123875-1_def14a.htm DEF 14A tm2123875-1_def14a - none - 12.5469416s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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Compass Minerals International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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COMPASS MINERALS INTERNATIONAL, INC.
9900 West 109th Street, Suite 100
Overland Park, Kansas 66210
(913) 344-9200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders,
We cordially invite you to attend the 2022 annual meeting of stockholders of Compass Minerals International, Inc. Due to the public health impact of the coronavirus (COVID-19), and to support the safety, health and well-being of our stockholders, employees and other partners, we will be holding the annual meeting via live webcast.
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Thursday, February 24, 2022 12:00 p.m., Central time www.virtualshareholder
meeting.com/CMP2022
Only stockholders of record as of the close of business on December 27, 2021, may vote at the meeting or any postponements or adjournments of the meeting
We look forward to your attendance at our virtual meeting, where you will be able to vote and submit questions. We have worked to offer the same participation opportunities as were provided at our past in-person meetings while making participation available to all stockholders with internet connectivity regardless of their location.
At the meeting, our stockholders will be asked to consider and act upon the following items of business:
Items of Business
1
Elect seven director nominees, each for a one-year term
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2
Approve, on an advisory basis, the compensation of our named executive officers
3
Approve an amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan
4
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022
5
Consider any other business that may properly come before the meeting and any postponement or adjournment of the meeting
We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules again this year. This process reduces the costs of printing and distributing our proxy materials as well as the environmental impact of our annual meeting.
YOUR VOTE IS VERY IMPORTANT.
Please vote regardless of whether or not you plan to attend our annual meeting.
If you would like more information, please see the Questions and Answers section of this Proxy Statement.
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By Order of the Board of Directors,
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Mary L. Frontczak
Chief Legal and Administrative
Officer and Corporate Secretary
January 11, 2022

 
TABLE OF CONTENTS
1 Proxy Statement Summary
15 Governance
15
17
Fiscal 2022 Nominees for Director
22
Board of Directors and Board Committees
30
Corporate Governance
35
Fiscal 2021 Non-Employee Director Compensation
38 Compensation
38
39
Compensation Discussion and Analysis
40
40
I.
45
II.
49
55
IV.
58
V.
61
Compensation Committee Report
62
Executive Compensation Tables
62
64
65
67
68
69
75
77
79
90 Audit Matters
90
91
Report of the Audit Committee
93 Stock Ownership
93
Stock Ownership of Certain Beneficial Owners and Management
95
Delinquent Section 16(a) Reports
96 Questions and Answers about the Annual Meeting
101 Other Matters
101 Additional Filings and Information
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PROXY STATEMENT SUMMARY
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and fiscal year 2021 Annual Report before you vote.
In June 2021, our Board of Directors (“Board of Directors” or “Board”) changed our fiscal year end from December 31 to September 30. As a result, our 2021 fiscal year was the nine-month period from January 1, 2021 to September 30, 2021, which we refer to in this Proxy Statement as “fiscal 2021.” References in this Proxy Statement to “fiscal 2022” refers to the fiscal year beginning October 1, 2021 and ending September 30, 2022, and references to the “Company,” “Compass Minerals,” “we,” “us” and “our” refer to Compass Minerals International, Inc.
2022 Annual Meeting of Stockholders
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Thursday, February 24, 2022
12:00 p.m., Central time

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www.virtualshareholder meeting.com/CMP2022

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Only stockholders of
record as of the close
of business on December 27, 2021 may vote
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Stockholders of record are entitled to one vote
per share of common
stock
VOTING MATTERS AND OUR BOARD’S RECOMMENDATION
Items of Business
Board Vote Recommendation
Page Reference
1
Elect seven director nominees, each for a one-year term
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FOR each Director Nominee
15
2
Approve, on an advisory basis, the compensation of our named executive officers
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FOR
38
3
Approve an amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan
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FOR
79
4
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022
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FOR
90
In addition to these matters, stockholders may be asked to vote on such other business as may properly come before our 2022 annual meeting of stockholders (the “Annual Meeting”).
Governance Overview » SEE PAGE 15
DIRECTOR NOMINEES
Stockholders are being asked to elect the following seven nominees as directors, each having been nominated by our Board of Directors.
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COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 1

Our stockholders expect our Board to:
»
oversee management performance,
»
ensure the long-term interests of our stockholders are being served,
»
monitor risks and adherence to our policies, and
»
perform the duties and responsibilities assigned to our Board under our Bylaws, Corporate Governance Guidelines and the laws of the State of Delaware, our state of incorporation.
To fulfill these responsibilities, our Board is committed to being comprised of directors who bring diverse attributes, backgrounds, viewpoints and perspectives. We believe each of our directors’ qualifications add to the overall performance of our Board. The following table and charts provide an overview of each of our seven director nominees. Additional information about each director’s background and experience can be found in the “Fiscal 2022 Nominees for Director” section of this Proxy Statement.
2 | investors.compassminerals.com

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PROXY STATEMENT SUMMARY
Our Board of Directors―Director Nominees »
Director and Principal Occupation
Age
Director
Since
Independent
Other
Public
Company
Boards
Committee Membership
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Qualifications and Attributes
AUDIT
COMP
EHS&S
NCG
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KEVIN S. CRUTCHFIELD
President and CEO,
Compass Minerals
60
2019
0
»
Business Leader
»
Industry/End User Knowledge
»
International Business
»
Operations/EH&S
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
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ERIC FORD
Retired EVP, Office of the CEO, Peabody Energy Corporation
67
2011
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0
»
Business Leader
»
Industry/End User Knowledge
»
International Business
»
Operations/EH&S
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
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GARETH T. JOYCE
CEO, Proterra Inc
48
2021
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1
»
Business Leader
»
Industry/End User Knowledge
»
International Business
»
Operations/EH&S
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
»
Sustainability/HCM
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JOSEPH E.
REECE [MISSING IMAGE: ico_star-bw.jpg]
Managing Member, SilverBox Capital, LLC and CEO, Helena Capital, LLC
60
2019
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1
»
Business Leader
»
Financial Expert
»
Industry/End User Knowledge
»
International Business
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
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LORI A. WALKER
Retired CFO and SVP, Valspar Corporation
64
2015
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2
»
Business Leader
»
Diversity
»
Financial Expert
»
International Business
»
Risk Management
»
Strategy/M&A
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PAUL S. WILLIAMS
Retired Partner and Managing Director, Major, Lindsey & Africa, LLC
62
2009
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3
»
Business Leader
»
Diversity
»
International Business
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
»
Sustainability/HCM
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AMY J. YODER
President and CEO, Anuvia Plant Nutrients
54
2012
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1
»
Business Leader
»
Diversity
»
Industry/End User Knowledge
»
International Business
»
Risk Management
»
Sales and Marketing
»
Strategy/M&A
»
Sustainability/HCM
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Committee Chair
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Committee Member
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Non-Executive Chairman
of the Board
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Audit Committee financial expert
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 3

DIRECTOR NOMINEE SNAPSHOT
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4 | investors.compassminerals.com

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PROXY STATEMENT SUMMARY
Skills, Experience and Attributes
Kevin S.
Crutchfield
Eric Ford
Gareth T.
Joyce
Joseph E.
Reece
Lori A.
Walker
Paul S.
Williams
Amy J.
Yoder
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Business/Functional Leader
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Financial Expert
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Industry/End User Knowledge
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International Business
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Operations / Environmental, Health & Safety (EH&S)
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Risk Management
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Sales and Marketing
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Strategy/M&A
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Sustainability/Human Capital Management
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Diversity
Black
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White
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Male
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Female
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COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 5

CORPORATE GOVERNANCE HIGHLIGHTS
Our Board of Directors places great value on strong governance controls and regularly evaluates and implements emerging best practices. Set forth below are key highlights of our corporate governance practices that are further discussed beginning on page 30 of this Proxy Statement.
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Our Board annually reviews its size, composition and ability to function effectively and with appropriate expertise and diversity. As a result of this assessment and our Board’s succession planning process, our Board decided to increase its size to add a director with electric vehicle and sustainability experience. In October 2021, our Board appointed Mr. Joyce to the Board.
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In order to ensure Board refreshment, our Board amended our Corporate Governance Guidelines in May 2021 to adopt term limits for directors. All non-employee directors have a term limit of 8 to 12 years, with limited exceptions.
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Our Board amended our bylaws in December 2020 to provide stockholders a proxy access right for director elections.
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Our Board leadership consists of a Non-Executive Chairman of the Board and independent directors serving as all Board committee chairs. Mr. Reece was appointed in May 2021 to serve as our Non-Executive Chairman of the Board.
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All of our directors (except our CEO) are independent with varying degrees of tenure on our Board.
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We value diversity, which is exhibited in the diversity of our directors’ genders, ethnicities, areas of professional expertise, skills and backgrounds.
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Our Board met 4 times in fiscal 2021 and held executive sessions of independent directors at each regularly scheduled Board meeting and Board committee meeting in fiscal 2021. During fiscal 2021, each current director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served (other than Mr. Joyce, who was not a director in fiscal 2021).
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Our Board currently includes three audit committee financial experts and two of our Board nominees are audit committee financial experts.
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Our Board oversees our enterprise risk management process and succession plans for all executive officers.
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Our Board recognizes the environmental, health, safety and sustainability risks that are inherent in our business. The EHS&S Committee of our Board works closely with our management to provide oversight of environmental, health, safety and sustainability matters impacting us to promote a culture that prioritizes safety, environmental stewardship and sustainability. The EHS&S Committee monitors our environmental, health, safety and sustainability performance against our targets and objectives.
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Our anti-hedging policy prohibits all directors, executive officers and employees from engaging in short sales of our securities and from buying, selling or investing in Company-based derivative securities, including entering into any hedging transactions with respect to our securities or engaging in comparable transactions.
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Evaluations for our Board as a whole, each Board committee and individual directors are conducted annually.
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All directors are in compliance with our Stock Ownership Guidelines requiring significant ownership of our common stock.
6 | investors.compassminerals.com

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PROXY STATEMENT SUMMARY
Compensation Overview » SEE PAGE 38
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
We are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”), commonly referred to as a “say-on-pay vote.” Our Board and the Compensation Committee value the opinions expressed by our stockholders and will continue to consider the results of this say-on-pay vote when evaluating our executive compensation program in the future.
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FISCAL 2021 COMPANY PERFORMANCE AND OTHER HIGHLIGHTS
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(1)
From continuing operations only. Reflects nine-month fiscal year.
(2)
Includes cash flows from discontinued operations. Reflects nine-month fiscal year.
As an essential minerals company focused on improved operational performance, leveraging our advantaged assets, innovation and enterprise-wide optimization, we are focused on delivering our full potential for our employees, stockholders, customers and communities.
In early 2020, we outlined three strategic priority areas for our company: building a sustainable culture, delivering on our commitments and conducting a strategic assessment of our advantaged assets and related capabilities. In fiscal 2021, we made significant strides in each of these priority areas, providing a platform we believe is able to generate long-term shareholder value. Financially, the sale of our South America specialty plant nutrition business and North America micronutrient assets in fiscal 2021 allowed for a meaningful reduction in our outstanding debt, enhancing our financial flexibility. Operationally, we continue to implement our long-term Goderich mine plan, with progress made on the new main roadways, which are expected to increase efficiency at the mine. We also continued to build a sustainable culture by ensuring the safety and well-being of our workforce.
In July 2021, we announced the identification of a substantial lithium brine resource at our Ogden, Utah site on the Great Salt Lake that is expected to serve a growing domestic demand for lithium. We currently expect market entry with a battery-grade lithium product by 2025. We also announced in November 2021 a strategic equity investment in Fortress North America, a next-generation fire retardant company with a patent portfolio of fire retardant formulations that have been developed primarily using essential minerals supplied from our Ogden facility.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 7

EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program is designed to promote stockholder interests by aligning our compensation with the realization of our business objectives and stockholder value. Set forth below are key highlights of our executive compensation program that are further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement.
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Our executive officers’ total direct compensation consists of three principal elements — base salary, annual cash incentive bonuses based on Company and shared performance objectives, and long-term equity incentives. Our Compensation Committee regularly reviews each of our NEO’s total direct compensation to ensure compensation is tied to performance, competitive in comparison to our peers and appropriate to attract and retain top talent.
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The performance of our executive officers is essential to achieving our goal of increasing stockholder value. As a result, our executive compensation program has a significant portion of at-risk short-term and long-term compensation components to ensure alignment of executive officer and stockholder interests.
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Our fiscal 2021 targeted fixed compensation for our CEO was 18% of his total compensation package. For our other NEOs, the targeted fixed compensation was 29% of their total direct compensation. Variable compensation, which is comprised of cash incentive bonuses and long-term equity, was targeted for fiscal 2021 to constitute 82% of the total direct compensation of our CEO and 71% of the total direct compensation of our other NEOs.
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Our Management Annual Incentive Program (“MAIP”) is our annual cash incentive bonus program, which rewards our executive officers for achieving stretch targets that emphasize Company-wide performance and includes metrics tied to ESG, safety and human capital management.
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A significant portion of our executive compensation is tied to long-term performance with 100% of our long-term incentive awards denominated and paid in equity rather than cash.
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Our stockholders affirmed their support of our executive compensation program in fiscal 2021 by casting 95.31% of the votes in favor of our NEO compensation.
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As of December 2021, all executive officers are on track to be in compliance with our Stock Ownership Guidelines, which require significant ownership of Compass Minerals common stock.
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Our Compensation Clawback Policy provides for repayment of certain bonus or other incentive-based or equity-based compensation awarded or paid under our incentive plans in the event of a financial restatement due to material noncompliance of the Company, as a result misconduct (which is generally defined as a knowing violation of SEC rules or regulations or Company policy that results in the restatement) that reduces the financial results which were the basis of the incentive compensation.
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Under our 2015 Incentive Award Plan, 2020 Incentive Award Plan and our Corporate Governance Guidelines, stockholder approval is required to reprice any previously granted stock options.
8 | investors.compassminerals.com

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PROXY STATEMENT SUMMARY
Fiscal 2021 Target Compensation Mix »
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Approval of 2020 Incentive Award Plan Amendment » SEE PAGE 79
Stockholders are being asked to approve an amendment to our 2020 Incentive Award Plan (the “2020 Plan”) to, among other things, increase the number of shares we are authorized to issue or award under the 2020 Plan by 750,000 shares.
For a summary of the material features of the 2020 Plan and the amendment to the 2020 Plan, see “Proposal 3 — Approval of First Amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan.”
Auditor Overview » SEE PAGE 90
RATIFICATION OF APPOINTMENT OF AUDITORS
We have engaged Ernst & Young LLP as our independent auditors since 2005. Stockholders are being asked to ratify the selection of Ernst & Young as our independent registered accounting firm for the fiscal year ending September 30, 2022.
Members of our management team and representatives of Ernst & Young are expected to attend the Annual Meeting and be available to respond to questions from stockholders.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 9

 
ABOUT COMPASS MINERALS
   
Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial and agricultural applications. Its plant nutrition business manufactures products that improve the quality and yield of crops, while supporting sustainable agriculture. And its specialty chemical business serves the water treatment industry and other industrial processes. Additionally, the company is pursuing development of a sustainable lithium brine resource to support the North American battery market and is a minority owner of Fortress North America, a next-generation fire retardant company. Compass Minerals operates 15 production and packaging facilities with more than 2,000 employees throughout the U.S., Canada, the U.K. and Brazil. Visit compassminerals.com for more information about the Company and our products.
CORPORATE RESPONSIBILITY
At Compass Minerals, the work we do requires a deep respect for the land, water and broader environment in which we operate. This involves being responsible stewards of the natural resources, energy and other inputs we use to produce and distribute our products to customers around the world. We are strategic with the capital we deploy to positively impact the sustainability of our business. We also prioritize the safety, health and wellbeing of not only our employees, but also the communities in which we live and work.
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10 | investors.compassminerals.com

 
ESG Highlights — 2020 Year-over-Year Progress »
In fiscal 2021, we published our sixth comprehensive ESG report, which included a transparent look at our progress on key ESG issues important to our stakeholders and our long-term sustainability. You can view our full ESG report at www.compassminerals.com. Set forth below are key highlights from our 2020 ESG report, which shows our progress in calendar year 2020 compared to calendar year 2019.
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COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 11

 
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12 | investors.compassminerals.com

 
2022 Annual Meeting
Our Board of Directors is providing you this Proxy Statement in connection with the solicitation of proxies on its behalf for the Annual Meeting. The meeting will take place:
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At the meeting, stockholders will vote on:
Items Of Business
Board Vote
Recommendation
Page
Reference
1
Election of seven director nominees, each for a one-year term
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FOR each
Director Nominee
15
2
Approval, on an advisory basis, of the compensation of our named executive officers
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FOR
38
3
Approve an amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan
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FOR
79
4
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022
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FOR
90
In addition, stockholders will transact any other business that may properly come before the meeting, although we know of no other business to be presented.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 13

 
HOW TO VOTE
Stockholders of Record »
Beneficial Owners »
Have your Notice or proxy card in hand and follow the instructions.
If you are a beneficial owner and your shares are held by a bank, broker or other nominee, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.
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BY TELEPHONE
Dial toll-free, 24/7, 1-800-690-6903
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BY INTERNET
Visit, 24/7, www.proxyvote.com
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BY MAIL
Complete, date and sign your proxy card and send by mail in the enclosed postage paid- envelope
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BY MOBILE DEVICE
Scan the QR code   
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ONLINE DURING THE ANNUAL MEETING
Vote online during the Annual Meeting at www.virtualshareholdermeeting.com/​CMP2022
The deadline to vote by phone or electronically is 11:59 p.m. Eastern Time on February 23, 2022. If you vote by phone or electronically, you do not need to return a proxy card.
By submitting your proxy, you authorize Mary L. Frontczak and Zoe A. Vantzos, both officers of Compass Minerals, to represent you and vote your shares at the meeting in accordance with your instructions. If you do not provide instructions, they will vote your shares consistent with the Board’s recommendations. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.
Our proxy materials include this Proxy Statement, our Fiscal Year 2021 Annual Report to Stockholders (the “Annual Report”), which includes our Transition Report on Form 10-KT for the transition period from January 1, 2021 to September 30, 2021, as well as the proxy card or a voting instruction form. The Annual Report and the information contained on our website do not constitute a part of the proxy solicitation materials and are not incorporated by reference into this Proxy Statement.
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14 | investors.compassminerals.com

GOVERNANCE
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CURRENT NOMINEES
Our Board of Directors currently consists of eight directors.
»
The size of our Board was decreased from nine to eight members in May 2021 after Valdemar L. Fischer was not renominated to the Board, was increased to nine members when Gareth T. Joyce was appointed to our Board in October 2021 and then was decreased to eight members when Richard S. Grant resigned from our Board in November 2021.
»
In May 2021, our Board of Directors amended our Corporate Governance Guidelines to adopt term limits for directors. All non-employee directors have a term limit of 8 to 12 years, with limited exceptions. As a result of this term limit, our Board determined not to renominate Allan R. Rothwell for election to the Board this year. Mr. Rothwell joined our Board in 2006. During his tenure on our Board, Mr. Rothwell served the Company and our stockholders faithfully, and the Board wishes to thank Mr. Rothwell for his service and contributions to Compass Minerals. In connection with this decision, the Board determined to reduce the size of the Board to seven members immediately following the Annual Meeting, and the remaining seven incumbent directors have been renominated for election at the Annual Meeting.
»
Although Mr. Williams has served as a director for approximately 12.5 years, the Board determined that it is in the best interests of the Company and its stockholders to renominate Mr. Williams to the Board for election at the Annual Meeting for a one-year term ending at our 2023 annual meeting. Mr. Williams’ extensive executive management experience and distinctive knowledge of executive compensation and corporate governance matters have proven to be valuable during his service as our Compensation Committee chair. Renominating Mr. Williams makes his skills and experience available to the Company and also ensures continuity on the Board. Currently, the Board does not intend to renominate Mr. Williams for election to the Board at our 2023 annual meeting.
Our Board of Directors recommends seven nominees for election to the Board for one-year terms ending at our next annual meeting of stockholders, or until a successor is duly elected and qualified or his or her earlier death, resignation or removal. On the following pages, we list reasons for nominating each individual.
Except for Mr. Joyce, each nominee was previously elected at a Compass Minerals annual meeting of stockholders. Each nominee has consented to being named in this Proxy Statement and has agreed to serve, if elected. The Board expects all nominees named in this Proxy Statement to be available for election. If a nominee is unable to stand for election, our Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected for any nominee, the proxy holders will vote your shares for the substitute nominee.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 15

VOTE REQUIRED
Each director will be elected by the affirmative vote of a majority of the votes cast at the meeting with respect to that director nominee. This means that each nominee will be elected if the number of votes cast FOR the nominee’s election exceeds the votes cast AGAINST the nominee’s election. Abstentions and broker non-votes will have no effect on the election of any nominee.
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The Board of Directors recommends that you vote FOR the election of each of the seven director nominees.
16 | investors.compassminerals.com

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GOVERNANCE
Fiscal 2022 Nominees for Director
BOARD NOMINEE COMPOSITION
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PRESIDENT AND CEO, COMPASS MINERALS INTERNATIONAL, INC.
COMMITTEES
»
Environmental,
Health, Safety and
Sustainability
KEVIN S. CRUTCHFIELD
Age 60 | Director since 2019
SUMMARY
»
Mr. Crutchfield joined Compass Minerals in 2019 as our President and Chief Executive Officer with more than 30 years of mining experience.
»
Prior to joining Compass Minerals in 2019, Mr. Crutchfield served as CEO and member of the board of directors of Alpha Metallurgical Resources, Inc. (f/k/a Contura Energy, Inc.), a publicly traded, leading coal supplier, since the company’s inception in 2016.
»
Previously, he served as chairman (from 2012 to 2016) and CEO (from 2009 to 2016) of Alpha Natural Resources, Inc., a coal producer. From 2003 to 2009, he held roles of increasing responsibility at Alpha Natural Resources.
»
Prior to Alpha Natural Resources, Mr. Crutchfield spent over 15 years working at El Paso Corporation, a natural gas and energy provider, as well as other coal and gas producers.
PRIOR PUBLIC COMPANY BOARDS
»
Alpha Metallurgical Resources, Inc. (f/k/a Contura Energy, Inc.)
»
Alpha Natural Resources, Inc.
»
Coeur Mining, Inc.
QUALIFICATIONS
Mr. Crutchfield has:
(i)
extensive operating and managerial experience in domestic and international businesses;
(ii)
inclusive leadership and communication skills;
(iii)
commodity risk management expertise;
(iv)
extensive experience in advancing growth strategies, including acquisitions and strategic alliances; and
(v)
broad experience in corporate governance.
Mr. Crutchfield’s leadership and strong strategic focus continue to provide our Board with the insight necessary to strategically plan for the company’s long-term success. He also provides valuable insight into our operations, management and culture, providing an essential link between management and the Board on management’s perspectives.
MR. CRUTCHFIELD’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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International Business
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Risk Management
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Strategy/M&A
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Industry/End User Knowledge
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Operations/EH&S
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Sales and Marketing
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 17

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RETIRED EVP, OFFICE OF THE CEO, PEABODY ENERGY CORPORATION
COMMITTEES
»
Environmental, Health, Safety and Sustainability  [MISSING IMAGE: ico_chair-4c.jpg]
»
Nominating/ Corporate Governance
ERIC FORD
Age 67 |  [MISSING IMAGE: ico_checkforbox-4c.jpg] Independent Director since 2011
SUMMARY
»
Prior to his retirement in 2014, Mr. Ford served as EVP, Office of the Chief Executive Officer of Peabody Energy Corporation, the world’s largest private sector coal company. In this position, Mr. Ford oversaw strategic aspects of the company’s Australia platform, including business direction, operational and commercial strategy, risk management and external stakeholder interaction. Mr. Ford served in various senior executive roles at Peabody from 2007.
»
Prior to joining Peabody, he served as CEO of Anglo Coal Australia Pty Ltd.
QUALIFICATIONS
Mr. Ford has:
(i)
substantial leadership experience in managing and operating underground mining businesses on four continents;
(ii)
extensive expertise in strategic long-term and short-term natural resource planning and optimization;
(iii)
a deep understanding of environmental, health and safety practices and risk management and mitigation; and
(iv)
significant project development and implementation experience.
Mr. Ford brings to our Board and as Chair of the Environmental, Health, Safety and Sustainability Committee demonstrated executive leadership expertise and a keen understanding of the complexity of operating a global mining company.
MR. FORD’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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International Business
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Risk Management
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Strategy/M&A
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Industry/End User Knowledge
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Operations/EH&S
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Sales and Marketing
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CEO, PROTERRA INC
COMMITTEES
»
Environmental, Health, Safety and Sustainability
»
Nominating/ Corporate Governance
GARETH T. JOYCE
Age 48 |  [MISSING IMAGE: ico_checkforbox-4c.jpg] Independent Director since 2021
SUMMARY
»
Mr. Joyce is the Chief Executive Officer of Proterra Inc, an electric vehicle technology company. He served as President of Proterra during 2021 and as its President, Proterra Powered and Energy, from 2020 to 2021.
»
Prior to joining Proterra, he served at Delta Airlines Inc., an international airline, as Chief Sustainability Officer in 2020; Senior Vice President, Airport Customer Service, and President, Delta Cargo, from 2017 to 2020; and President, Delta Cargo, from 2016 to 2017.
»
From 2004 to 2016, Mr. Joyce held roles of increasing responsibility at Daimler AG, an international automobile manufacturer, including as President and Chief Executive Officer, Mercedes-Benz Canada, and Vice President, Customer Service, Mercedes-Benz USA.
OTHER CURRENT PUBLIC COMPANY BOARDS
»
Proterra Inc
QUALIFICATIONS
Mr. Joyce has:
(i)
substantial leadership and operational experience in complex, international businesses, which includes leadership positions based in multiple countries;
(ii)
industry-leading knowledge in the transportation sector, with a focus on electric vehicle battery technology and markets;
(iii)
proven expertise in sustainability; and
(iv)
experience in strategic planning, customer service, sales and general management.
Mr. Joyce’s extensive experience in the transportation sector and focus on electric vehicle battery technology and markets make him a valuable member of our Board. He also provides our Board expertise in sustainability.
MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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International Business
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Risk Management
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Strategy/M&A
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Industry/End User Knowledge
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Operations/EH&S
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Sales and Marketing
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Sustainability/Human Capital Management
18 | investors.compassminerals.com

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GOVERNANCE
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MANAGING MEMBER, SILVERBOX CAPITAL, LLC AND CEO, HELENA CAPITAL, LLC
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Non-Executive Chairman of the Board
COMMITTEES
»
Audit [MISSING IMAGE: ico_finexpert-bw.jpg]
»
Nominating/​Corporate Governance [MISSING IMAGE: ico_chair-4c.jpg]
JOSEPH E. REECE
Age 60 |  [MISSING IMAGE: ico_checkforbox-4c.jpg] Independent Director since 2019
SUMMARY
»
Mr. Reece is currently the Managing Member of SilverBox Capital, LLC and the CEO of Helena Capital, LLC, a merchant bank he founded. He also serves as Executive Chairman of SilverBox Engaged Merger Corp I.
»
He returned to serving as CEO of Helena Capital in 2018 after having served as Executive Vice Chairman and Head of UBS Securities LLC’s Investment Bank for the Americas from 2017 to 2018. He also previously served on the board of directors for UBS Securities LLC.
»
Mr. Reece also served as an employee and acted as a consultant to BDT & Company from October 2019 to November 2021.
»
Prior to these roles, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk.
»
Previously, he served as an attorney for ten years, including at the law firm Skadden, Arps, Slate, Meagher & Flom LLP and at the Securities and Exchange Commission.
»
Mr. Reece has been serving as the Non-Executive Chairman of the Board since May 2021.
OTHER CURRENT PUBLIC COMPANY BOARDS
»
SilverBox Engaged Merger Corp I
PRIOR PUBLIC COMPANY BOARDS
»
Atlas Technical Consultants, Inc.
»
CST Brands, Inc.
»
Del Frisco’s Restaurant Group, Inc.
»
LSB Industries, Inc.
»
RumbleOn, Inc.
QUALIFICATIONS
Mr. Reece has:
(i)
demonstrated executive leadership with global investment banking firms;
(ii)
extensive capital markets experience;
(iii)
substantial mergers, acquisition and investment experience, including in the mining and natural resources sectors; and
(iv)
a strong understanding of corporate governance and securities laws.
Mr. Reece’s extensive leadership experience in investment banking combined with his proven expertise in capital markets, strategy and mergers and acquisitions make him a valuable member of our Board and effective leader as Non-Executive Chairman of the Board.
MR. REECE’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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Industry/End User Knowledge
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Risk Management
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Strategy/M&A
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Financial Expert
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International Business
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Sales and Marketing
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 19

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RETIRED CFO AND SVP, THE VALSPAR CORPORATION
COMMITTEES
»
Audit [MISSING IMAGE: ico_chair-4c.jpg][MISSING IMAGE: ico_finexpert-bw.jpg]
»
Compensation
LORI A. WALKER
Age 64 |  [MISSING IMAGE: ico_checkforbox-4c.jpg]Independent Director since 2015
SUMMARY
»
Ms. Walker served as CFO and SVP of The Valspar Corporation, a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. Before this position, Ms. Walker served as Valspar’s VP, Controller and Treasurer from 2004 to 2008, and as VP and Controller from 2001 to 2004.
»
Prior to joining Valspar, Ms. Walker worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in progressively increasing roles of responsibility, including as Director of Global Financial Risk Management.
»
Ms. Walker currently serves on the board of directors of Southwire Company, LLC, a private company.
OTHER CURRENT PUBLIC COMPANY BOARDS
»
Constellium N.V.
»
Hayward Holdings, Inc.
QUALIFICATIONS
Ms. Walker has:
(i)
extensive experience as a financial executive with broad knowledge of financial controls and systems;
(ii)
strategic planning expertise;
(iii)
a strong background in mergers, acquisitions, divestitures and strategic alliances; and
(iv)
active service as audit committee chair of a public company and a private company.
Ms. Walker’s extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems and risk management and understanding of IT infrastructure have made her a valuable member of our Board and Chair of the Audit Committee.
MS. WALKER’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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Financial Expert
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Risk Management
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Diversity
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International Business
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Strategy/M&A
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RETIRED PARTNER AND MANAGING DIRECTOR, MAJOR, LINDSEY & AFRICA, LLC
COMMITTEES
»
Compensation[MISSING IMAGE: ico_chair-4c.jpg]
»
Nominating/ Corporate Governance
PAUL S. WILLIAMS
Age 62  |  [MISSING IMAGE: ico_checkforbox-4c.jpg]Independent Director since 2009
SUMMARY
»
Prior to his retirement in 2018, Mr. Williams served as a Partner and Managing Director of Major, Lindsey & Africa, LLC, an executive recruiting firm, where he conducted searches for board members, CEOs and senior legal executives from 2005 to 2018. He also served as Director of Global Diversity Search, assisting legal organizations in enhancing their diversity.
»
From 2001 through 2005, Mr. Williams served as EVP, CLO & Corporate Secretary of Cardinal Health, Inc., a provider of products and services to healthcare providers and manufacturers.
»
Mr. Williams is a well-respected leader in the area of diversity, frequently speaking on diversity-related issues. He is also the immediate past President of the Chicago Chapter of the National Association of Corporate Directors.
»
Mr. Williams also serves on the board of directors of a large cluster of funds in the American Funds mutual fund family (part of the privately-held Capital Group).
OTHER CURRENT PUBLIC COMPANY BOARDS
»
Air Transport Services Group, Inc.
»
Public Storage
»
Romeo Power, Inc.
PRIOR PUBLIC COMPANY BOARDS
»
Bob Evans Farms, Inc.
»
Essendant, Inc. (f/k/a United Stationers Inc.)
»
State Auto Financial Corporation
QUALIFICATIONS
Mr. Williams has:
(i)
comprehensive legal and regulatory executive management experience in large, publicly traded international companies, including risk management experience;
(ii)
a strong background in human resources and talent development as well as compensation practices;
(iii)
significant expertise in strategic alliances, mergers and acquisitions; and
(iv)
substantial diversity and inclusion leadership skills.
Mr. Williams’ extensive legal and executive management experience and distinctive knowledge of executive compensation and corporate governance matters have proven to be valuable to our Board and in his position as Chair of the Compensation Committee.
MR. WILLIAMS’ QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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International Business
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Sales and Marketing
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Sustainability/Human Capital Management
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Diversity
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Risk Management
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Strategy/M&A
20 | investors.compassminerals.com

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GOVERNANCE
[MISSING IMAGE: ph_amyjyoder-bw.jpg]
PRESIDENT AND CEO,
ANUVIA PLANT NUTRIENTS
COMMITTEES
»
Audit
»
Compensation
AMY J. YODER
Age 54 |  [MISSING IMAGE: ico_checkforbox-4c.jpg] Independent Director since 2012
SUMMARY
»
Ms. Yoder is the President and CEO of Anuvia Plant Nutrients, an enhanced efficiency fertilizer company.
»
Prior to joining Anuvia in 2015, she served as CEO and President of Arysta LifeScience North America, LLC, a division of the world’s largest privately held crop protection and life science company from 2010 to 2015.
»
Prior to joining Arysta, Ms. Yoder’s experience included positions as a senior advisor to Atlas Advisors, LLC; president of the United Industries division of Spectrum Brands, Inc.; vice president and general manager for Biolab of Chemtura, Inc.; vice president of the turf and specialty division of Nufarm Ltd.; president of the UAP  Timberland division of United Agri Products; and North American brand manager and national sales manager at Monsanto.
OTHER CURRENT PUBLIC COMPANY BOARDS
»
Arcadia Biosciences, Inc.
QUALIFICATIONS
Ms. Yoder has:
(i)
Substantial executive experience in the agrichemical industry;
(ii)
strong leadership and communication skills;
(iii)
expansive sales and marketing background; and
(iv)
broad experience in strategic planning and sustainability.
Her expertise in the agrichemical industry and distribution channels have made her a valuable member of our Board.
MS. YODER’S QUALIFICATIONS AND ATTRIBUTES
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Business/Functional Leader
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Industry/End User Knowledge
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Risk Management
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Strategy/M&A
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Diversity
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International Business
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Sales and Marketing
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Sustainability/Human Capital Management
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 21

Board of Directors and Board Committees
ROLE OF THE BOARD OF DIRECTORS
Our Board is elected by our stockholders to oversee our management, to help ensure we meet our responsibilities to our stockholders and to build long-term growth in stockholder value. Beyond its general oversight of management, our Board performs a number of critical roles in:
»
our strategic planning process,
»
our enterprise risk management processes,
»
selecting the CEO, and
»
executive officer succession planning.
During fiscal 2021, our Board and Board committees also reviewed and discussed with management the impact of COVID-19 on the Company, its employees and its business results, as well as management’s responses to COVID-19, including management’s strategies, initiatives and efforts to mitigate the impact of COVID-19 on the Company, its employees and its business results.
Our Board has adopted Corporate Governance Guidelines, which are available on our website at www.compassminerals.com.
BOARD LEADERSHIP
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JOSEPH E. REECE
Independent
Non-Executive Chairman
of the Board
since May 18, 2021
Our Board is led by a Non-Executive Chairman of the Board, who is an independent director. Mr. Reece has been serving as our Non-Executive Chairman of the Board since May 18, 2021 and has been a member of our Board since March 6, 2019. The Board named Mr. Grant as Chairman Emeritus on May 18, 2021 to ensure a smooth transition of the Chairman of the Board duties to Mr. Reece. Mr. Grant served as Chairman Emeritus until his resignation from the Board in November 2021, as Non-Executive Chairman of the Board from May 2019 to May 2021, as Chairman of the Board from November 2018 to May 2019 and as the Lead Independent Director from 2005 until 2018, except during his service as Interim CEO from December 2012 to January 2013.
Under our Corporate Governance Guidelines, the Non-Executive Chairman of the Board’s duties and responsibilities include:
»
Acting as an adviser to the CEO;
»
Establishing Board meeting agendas and the appropriate schedule of Board meetings, in consultation with the CEO and considering agenda items suggested by independent and non-employee directors;
»
Directing that specific materials be included in Board materials delivered in advance of Board meetings and working with Board committees to assess the quality, quantity and timeliness of the flow of information from our management to the Board;
»
Presiding at all Board and stockholder meetings;
»
Developing and establishing the agenda for, and presiding at, executive sessions of the Board’s independent and non-employee directors;
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GOVERNANCE
»
Acting as principal liaison between the independent directors and the CEO;
»
Working with the Nominating/Corporate Governance Committee (the “Governance Committee”) to recommend to the Board the membership of the Board committees and Board committee chairs;
»
Leading the annual evaluation of the CEO (in conjunction with the Compensation Committee, which has sole authority to determine the CEO’s compensation), the Board, the Board committees and individual directors;
»
Calling meetings of the independent and non-employee directors;
»
Being available to advise the Committee chairs in fulfilling their designated roles and responsibilities; and
»
Being the external spokesperson for the Board and available for communication with stockholders, upon reasonable request.
Our Board regularly considers whether our leadership structure is appropriate and has concluded that its current leadership structure, which separates the Chairman and CEO roles, is appropriate at this time given our specific circumstances. In particular, this structure clarifies the individual roles and responsibilities of the CEO and Chairman, streamlines decision making and enhances accountability. Mr. Reece has in-depth knowledge of the issues, challenges and opportunities facing us, expertise in capital markets and strategy and proven leadership capabilities. As a result, our Board believes that he has all of the qualities necessary to be an effective leader as Non-Executive Chairman of the Board. The Board believes the current structure appropriately allows full discussion of significant issues, supported by input from our management and independent directors.
Our Corporate Governance Guidelines include a succession plan for our Non-Executive Chairman of the Board. As specified in these Guidelines, in the event our Non-Executive Chairman of the Board is unable to serve in this capacity, the most tenured independent director would serve as the Non-Executive Chairman of the Board until the Board members select a new Non-Executive Chairman of the Board.
DIRECTOR INDEPENDENCE
Our Board evaluates the independence of its members at least annually and at other appropriate times when a change in circumstances could potentially impact the independence of a director (for example, if a director changes employment). In making independence determinations, our Board applies the independence requirements of the New York Stock Exchange (“NYSE”). Under NYSE rules, a director is independent if the director does not have a disqualifying relationship, as described in NYSE rules, and our Board affirmatively determines that the director has no material relationship with us, either directly or as an officer, stockholder or partner of an organization that has a relationship with us.
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As a result of its independence evaluation, our Board determined that each of our current directors, other than Mr. Crutchfield, is an independent director. Mr. Crutchfield is not an independent director because of his position as CEO.
BOARD AND COMMITTEE MEETINGS, EXECUTIVE SESSIONS
AND ATTENDANCE
Our Board is active and engaged. Board agendas are set in advance by the Non-Executive Chairman of the Board to ensure appropriate topics are covered and there is sufficient time for discussion. Directors are provided comprehensive materials in advance of Board and Board committee meetings and are expected to review these materials in advance of meetings to ensure our meetings are focused on active discussions instead of lengthy presentations.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 23

Our Board meets regularly throughout the year and held four meetings in fiscal 2021. At each regularly scheduled meeting, our independent directors held executive sessions, without the CEO or other Company employees present. Under our Corporate Governance Guidelines, our Board is required to hold at least four executive sessions per year with independent and non-employee directors, without the CEO or other Company employees present. The Non-Executive Chairman of the Board is responsible for coordinating, developing the agenda and presiding at these executive sessions.
During fiscal 2021, each then-current director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served during the period he or she was on the Board or Board committee. Under our Corporate Governance Guidelines, directors are expected to attend each annual meeting of stockholders and all of our current directors attended our May 2021 annual meeting of stockholders (other than Mr. Joyce, who was not a director in May 2021).
The membership of each standing Board committee as of the date of this Proxy Statement and the number of fiscal 2021 meetings of the Board and each standing Board committee are shown in the following table.
Directors
Independent
Committee Memberships
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Audit
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Compensation
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EHS&S
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Nominating/
Corporate
Governance
Kevin S. Crutchfield
[MISSING IMAGE: ico_member-bw.jpg]
Eric Ford
[MISSING IMAGE: ico_checkfor-4c.jpg]
[MISSING IMAGE: ico_chair-4c.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Gareth T. Joyce
[MISSING IMAGE: ico_checkfor-4c.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Joseph E. Reece[MISSING IMAGE: ico_star-bw.jpg]
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[MISSING IMAGE: ico_member-bw.jpg]
[MISSING IMAGE: ico_finexpert-bw.jpg]
[MISSING IMAGE: ico_chair-4c.jpg]
Allan R. Rothwell
[MISSING IMAGE: ico_checkfor-4c.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
[MISSING IMAGE: ico_finexpert-bw.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Lori A. Walker
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[MISSING IMAGE: ico_chair-4c.jpg]
[MISSING IMAGE: ico_finexpert-bw.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Paul S. Williams
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[MISSING IMAGE: ico_chair-4c.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Amy J. Yoder
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[MISSING IMAGE: ico_member-bw.jpg]
[MISSING IMAGE: ico_member-bw.jpg]
Fiscal 2021 Meetings       Board―4
9
5
3
3
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Committee Chair
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Committee Member
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Non-Executive Chairman of the Board
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Audit Committee financial expert
BOARD COMMITTEES
Our Board has four standing committees:
»
the Audit Committee,
»
the Compensation Committee,
»
the Governance Committee, and
»
the EHS&S Committee.
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Each Board committee operates under a written charter adopted by our Board, which is available on the Investor Relations section of our website at www.compassminerals.com.
Each Board committee has the authority to retain advisors, at our expense, to assist the committee in performing its functions. At each regularly scheduled Board and Board committee meeting, our independent directors held executive sessions, without the CEO or other Company employees present.
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GOVERNANCE
Following is a description of each standing Board committee as of the date of this Proxy Statement.
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MEMBERS
»
Lori A. Walker  [MISSING IMAGE: ico_chair-4c.jpg][MISSING IMAGE: ico_finexpert-bw.jpg]
»
Joseph E. Reece  [MISSING IMAGE: ico_finexpert-bw.jpg]
»
Allan R. Rothwell  [MISSING IMAGE: ico_finexpert-bw.jpg]
»
Amy J. Yoder
[MISSING IMAGE: ico_auditcomm-4c.jpg]
AUDIT COMMITTEE
Meetings in Fiscal 2021: 9
each with an executive session
[MISSING IMAGE: ico_checkfor-4c.jpg]ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The Audit Committee:
»
assists our Board with its:

oversight responsibilities regarding the integrity of our financial statements,

the adequacy and effectiveness of our accounting and financial controls, and

the performance of our internal audit function and independent auditor
»
oversees our compliance with:

legal and regulatory requirements,

our enterprise risk management process,

cybersecurity, and

compliance with our Code of Ethics and Business Conduct.
The Audit Committee’s functions are further described under “Report of the Audit Committee.”
QUALIFICATIONS
»
Our Board has determined that each member of the Audit Committee is independent under NYSE and SEC rules and is financially literate, knowledgeable and qualified to review financial statements.
»
Our Board also determined that Mr. Reece, Mr. Rothwell and Ms. Walker are each an “audit committee financial expert,” as defined by SEC rules.
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MEMBERS
»
Paul S. Williams[MISSING IMAGE: ico_chair-4c.jpg]
»
Lori A. Walker
»
Amy J. Yoder
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COMPENSATION COMMITTEE
Meetings in Fiscal 2021: 5
each with an executive session
[MISSING IMAGE: ico_checkfor-4c.jpg] ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The Compensation Committee:
»
reviews and approves (or makes recommendations to the Board):

the compensation for our executive officers (including our CEO),

our incentive compensation and equity-based compensation plans that are subject to Board approval and administers all of our equity-based compensation plans, and

our Board’s compensation
»
oversees:

the application of our compensation clawback policy,

our stock ownership guidelines,

risks related to our compensation policies and practices,

our talent management and human capital management strategies, including recruitment, development, promotion and retention, and

our policies and practices promoting diversity and inclusion.
The Compensation Committee’s functions are further described under “Compensation Discussion and Analysis.”
The Compensation Committee Report is on page 61.
QUALIFICATIONS
»
Our Board has determined that each member of the Compensation Committee is independent under NYSE and SEC rules.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 25

[MISSING IMAGE: ph_joeereece-bw.jpg]
MEMBERS
»
Joseph E. Reece[MISSING IMAGE: ico_chair-4c.jpg]
»
Eric Ford
»
Gareth T. Joyce
»
Paul S. Williams
[MISSING IMAGE: ico_nominatingcomm-4c.jpg]
NOMINATING/CORPORATE
GOVERNANCE COMMITTEE
Meetings in Fiscal 2021: 3
each with an executive session
[MISSING IMAGE: ico_checkfor-4c.jpg]ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The Nominating/Corporate Governance Committee is responsible for:
»
considering, assessing and making recommendations concerning director nominees,
»
reviewing the size, structure and composition of our Board and Board committees,
»
conducting the annual review of the Non-Executive Chairman of the Board,
»
overseeing our corporate governance, and
»
reviewing and approving any related party transactions.
The Governance Committee’s functions are further described under “―Director Selection Process and Qualifications” and “―Procedures for Nominations of Director Candidates by Stockholders.”
QUALIFICATIONS
»
Our Board has determined that each member of the Nominating/ Corporate Governance Committee is independent under NYSE rules.
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MEMBERS
»
Eric Ford[MISSING IMAGE: ico_chair-4c.jpg]
»
Kevin S. Crutchfield
»
Gareth T. Joyce
»
Allan R. Rothwell
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ENVIRONMENTAL, HEALTH, SAFETY
AND SUSTAINABILITY COMMITTEE
Meetings in Fiscal 2021: 3
each with an executive session
       
PRIMARY RESPONSIBILITIES
The EHS&S Committee is responsible for:
»
oversight related to environmental, health, safety and sustainability, including our objectives, policies, procedures and performance,
»
overseeing our risks and risk management,
»
overseeing our compliance with applicable laws, and
»
reviewing of our sustainability efforts and reporting as well as our efforts to advance our progress on sustainability.
The EHS&S Committee’s functions are further described under “―Board Role in Risk Oversight” and “―Corporate Governance―Corporate Responsibility.”
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GOVERNANCE
BOARD ROLE IN RISK OVERSIGHT
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COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 27

COMPENSATION POLICIES AND PRACTICES RELATED TO RISK MANAGEMENT
The Compensation Committee reviewed our compensation policies and practices for employees and determined that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. This review and risk assessment included an inventory of incentive plans and programs and considered factors such as the number of participants, performance metrics, maximum payments and risk mitigation features. In addition, the Compensation Committee, with the assistance of its independent compensation consultant, assesses and considers potential risks when reviewing and approving our compensation policies and practices.
Our executive compensation program, described in detail in “Compensation Discussion and Analysis,” has risk mitigation features, including:
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Balanced mix of pay components, biased toward variable pay components and a market competitive cash component.
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Long-term equity-based compensation vesting over three years (other than grants to new hires).
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Annual bonus payments to executive officers are capped at 200% of the target payment, subject to performance factors based on Company-wide and shared performance objectives.
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Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are subject to Company-wide financial metrics, which apply equally to all recipients (other than grants to new hires), to encourage a unified and responsible approach to achieving financial and strategic goals. PSUs have overlapping three-year performance periods, which emphasizes long-term, sustained performance. Payout of PSUs is capped at 150%, 200% or 300% of target, depending on the award.
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Enhanced compensation recoupment or “clawback” policy, which subjects employees, including executive officers, to a policy that allows the Compensation Committee to recover all or any portion of certain bonuses, equity or other incentive compensation in the event of a restatement due to material noncompliance of the Company, as a result misconduct (which is generally defined as a knowing violation of SEC rules or regulations or Company policy that results in the restatement) that reduces the financial results which were the basis of the incentive compensation.
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Stock Ownership Guidelines that help align executive officer and stockholder interests and reduce excessive short-term risk taking at the expense of long-term results. In addition, under these Guidelines executive officers are required to attain and maintain significant stock ownership, which increases the effectiveness of our clawback policy.
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Prohibition on repricing stock options without stockholder approval.
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Anti-hedging and anti-pledging policy that applies to all directors, executive officers and employees.
MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS, DIRECTOR RESIGNATION POLICY AND DIRECTOR TERM LIMITS
Under our Bylaws, in an uncontested election of directors (i.e., one where the number of director nominees does not exceed the number of directors to be elected), each director will be elected by a majority of the votes cast. This means the number of votes cast FOR a nominee’s election must exceed the number of votes cast AGAINST the nominee’s election. In a contested election of directors (i.e., one where the number of director nominees exceeds the number of directors to be elected), each director will be elected by a plurality vote. This means the nominees receiving the highest number of votes cast FOR will be elected even if a nominee receives less than a majority of the votes cast.
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GOVERNANCE
Under our Corporate Governance Guidelines, in an uncontested election of directors, any director nominee who receives a greater number of AGAINST votes than FOR votes, must promptly tender his or her resignation to our Board. The Governance Committee and our Board would then consider whether to accept or reject the tendered resignation and take appropriate action in accordance with our Corporate Governance Guidelines.
In May 2021, our Board of Directors amended our Corporate Governance Guidelines to adopt term limits for directors. All non-employee directors have a term limit of 8 to 12 years, with limited exceptions. As a result of this term limit, our Board determined not to renominate Mr. Rothwell for election to the Board this year.
SERVICE ON OTHER BOARDS OF DIRECTORS
Service by our Board members on the boards of directors of other companies provides valuable governance and leadership experience that ultimately benefits us. However, this service may require a commitment of significant time and attention. As a result, under our Corporate Governance Guidelines, non-employee directors may sit on no more than five boards of directors of for-profit companies (including our Board), without the approval of our Board. Our CEO must obtain the approval of our Board before serving on a board of directors of any for-profit company. Currently, none of our non-employee directors sit on more than five board of directors of for-profit companies (including our Board), and our CEO does not sit on the board of directors of any for-profit company, other than our Board.
In addition, no member of our Audit Committee may simultaneously serve on the audit committee of more than two other public companies, unless our Board determines that this simultaneous service would not impair the ability of such member to effectively serve on our Audit Committee and this determination is disclosed in our Proxy Statement. Currently, no member of our Audit Committee serves on the audit committee of more than two other public companies.
BOARD EVALUATION PROCESS
Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Our Corporate Governance Guidelines require annual evaluations of the performance of the Board, Board committees and individual directors, including the Non-Executive Chairman of the Board and the CEO. As part of the annual evaluation process, directors are able to provide confidential feedback on the performance of other directors and the effectiveness of the Board and each Board committee, as well as compliance of each Board committee with its charter. The evaluations are reviewed each year and are modified as appropriate to ensure the evaluations focus on director contributions and performance in light of our business and strategies.
Our Board and each Board committee reviews its evaluation results and performance and implements changes based on these evaluation results. Our Board and our Governance Committee also reviews the evaluation results and performance of individual directors, including our Non-Executive Chairman of the Board, and results are used by our Governance Committee in its review of potential nominees for election as a director. In addition, each director receives individual feedback based on the evaluation results. The evaluation results for each director are shared with the Governance Committee and used in its review of potential nominees for election as a director.
SUCCESSION PLANNING
Each year, our Board works with our management to review succession and development plans for the CEO and all other executive officers. At least once per year, our CEO discusses Company leadership and talent development with our Board. Our Board members become familiar with potential successors for our executive officers and other key leaders through various means, including presentations to the Board and informal meetings. In addition, succession planning and talent development discussions are embedded in our leadership and performance management processes. We develop our talent capability through job rotations and experiences, new tools, training and hiring
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 29

outside talent with a diversity of backgrounds and skills. Our management has developed and maintains an emergency succession plan for key positions, including the CEO and other executive officers, that is reviewed at least annually with our Board.
Corporate Governance
Compass Minerals’ corporate governance materials are posted on our website, investors.compassminerals.com/​investors-relations/corporate-governance/policies.
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CODE OF ETHICS AND BUSINESS CONDUCT
We have adopted a Code of Ethics and Business Conduct (our “Code of Ethics”) for our directors, officers and employees. Our Code of Ethics is reviewed each year for appropriate updates and directors, officers and salaried employees are asked to annually certify their understanding and compliance with our Code of Ethics. Our Code of Ethics, which is grounded in our Core Values, is made available to our employees in English, Brazilian Portuguese and Canadian French and is available on our website at www.compassminerals.com.
Only our Board or a designated Board committee may grant waivers of our Code of Ethics for our directors and executive officers. We intend to disclose any changes in, or waivers from, our Code of Ethics by posting such information on www.compassminerals.com or by filing a Current Report on Form 8-K, in each case if such disclosure is required by SEC or NYSE rules. No waivers of our Code of Ethics were granted to directors or officers in fiscal 2021.
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GOVERNANCE
CORPORATE RESPONSIBILITY
We have a clear vision of our Core Purpose. Through the essential minerals we mine and harvest, and the products we produce, we help keep people safe, feed the world and enrich lives, every day. We are committed to our stockholders, customers, employees and communities and to ensuring safety throughout our operations, building a sustainable company, being responsible stewards of the resources we manage and minimizing or mitigating our environmental impact where possible.
We seek to fulfill these commitments with an eye not just to today’s profitability but also to the long-term sustainability of our company. Sustainability for Compass Minerals requires pursuing strategies that achieve sustainable and profitable growth to drive strong financial results and returns for our stockholders. It also means pursuing our goals with transparency and accountability. These concepts form the four points of our sustainability compass: safety, growth, stewardship and transparency.
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As we build our Company, serve our customers, innovate and bring new products to market, we always keep this compass in mind. Our Board reviews our ESG reporting, targets and goals, as well as our progress toward achieving them, at least once a year, with the EHS&S Committee focused on environmental, health, safety and sustainability matters, the Compensation Committee focused on social and diversity matters, and the Governance Committee focused on corporate governance matters. Our Board also considers risks and opportunities regarding ESG and sustainability matters, as more fully described under “—Board of Directors and Board Committees—Board Role in Risk Oversight.”
In addition, our pay-for-performance philosophy motivates our executive officers to operate our business in a profitable and sustainable manner. Our MAIP (our annual cash bonus program) includes total case incident rate (which measures our safety performance) as a performance metric applicable to all executive officers, to further increase the Company’s focus on safety outcomes and human capital. In addition, the shared performance goals in our MAIP include ESG, as well as diversity, belonging, inclusion and equity (DBIE) focused goals. We believe these measures will help maintain a strong safety culture while creating a workplace where our employees can bring their authentic self to work, where they feel safe, where they know they are valued and heard, where they can thrive and grow professionally, and where they can take pride in their work and in our Company.
Our 2020 ESG report structure and disclosure align with leading sustainability reporting frameworks, including the Global Reporting Initiative (“GRI”) Standards and the Sustainability Accounting Standards Board (“SASB"). We have additionally looked to the Task Force on Climate-related Financial Disclosures (“TCFD”) and U.N. Sustainable Development Goals (“SDGs”) to help inform our ESG reporting.
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Additional information about our ESG areas of focus, including our sustainability targets and goals, is located in our 2020 ESG Report at www.compassminerals.com.
ANTI-HEDGING AND PLEDGING POLICY
All directors, executive officers and employees are prohibited from engaging in short sales of our securities and from buying, selling or investing in Company-based derivative securities, including entering into any hedging transactions with respect to our securities or engaging in comparable transactions. Directors and executive officers are also prohibited from pledging any Company securities (i.e., using our common stock as collateral for a loan or to trade shares on margin).
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 31

STOCK OWNERSHIP GUIDELINES
Our Compensation Committee has adopted a policy requiring each director and member of our senior management to obtain and maintain ownership in our common stock (or its equivalent) at specified levels. For purposes of the Stock Ownership Guidelines, restricted stock units, earned performance stock units and deferred stock units count toward the ownership achievement. The ownership requirements are summarized in the following table.
Position
Stock Ownership Requirement
Compliance Period
Non-employee directors
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[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
5x annual cash retainer
5 years from joining the Board
CEO
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
[MISSING IMAGE: ico_compasmineral-4c.jpg]
5x base pay
5 years from appointment
Other executive officers
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2x base pay
5 years from appointment
As of December 2021, all directors and executive officers have met their requirements under the Stock Ownership Guidelines, or were still within their five-year window to achieve compliance.
DIRECTOR SELECTION PROCESS AND QUALIFICATIONS
The Governance Committee is responsible for reviewing the composition of our Board and recommending to our Board director candidates for nomination and election at the annual stockholder meeting and to fill Board vacancies.
The Governance Committee annually reviews with the Board the size and composition of our Board, focusing on the interplay of each director’s and director nominee’s experience, qualifications, attributes and skills with the Board as a whole and the Company’s needs. In making its recommendations to our Board regarding the composition of our Board and the nomination of director candidates, the Governance Committee considers the qualifications of individual director candidates applying the Board membership criteria described below.
While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, our Board believes that diversity is an important attribute of a well-functioning board and our Governance Committee should consider diversity in the director identification and nomination process. Our Corporate Governance Guidelines provide that our Governance Committee and our Board should seek to achieve a mix of directors that represents a diversity of attributes, background, experiences (including experience with businesses and other organizations of a comparable complexity), perspectives and skills, including with respect to differences in customs, culture, international background, thought, generational views, race, gender and specialized professional experience. Our Board also considers diversity when selecting directors for Board leadership positions.
In addition, our Corporate Governance Guidelines set forth the following minimum qualifications for a director:
(i)
personal integrity,
(ii)
a degree from an accredited college or university or equivalent professional experience,
(iii)
five years’ successful experience in a senior responsible position,
(iv)
good communication skills,
(v)
practical, mature business judgment,
(vi)
experience in analyzing corporate financial statements,
(vii)
experience and effectiveness working closely with a team of senior professionals,
(viii)
available time to dedicate to the position,
(ix)
the absence of conflicts of interest, and
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GOVERNANCE
(x)
an understanding of organizational structure and accountability, delegation of authority, compensation practices, and the dynamics of competitive businesses.
Furthermore, any director nominee nominated pursuant to the proxy access provision of our Bylaws must meet the qualification requirements of such provisions, which includes: being independent pursuant to our Corporate Governance Guidelines and otherwise qualify as independent under the rules of the New York Stock Exchange, being a “non-employee director” for the purposes of Rule 16b-3 of the Exchange Act, being an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code, and not being subject to disqualifying events under Rule 506 of Regulation D.
If a vacancy arises or our Board decides to expand its membership, the Governance Committee, with the involvement of the Non-Executive Chairman of the Board and the CEO, will seek recommendations of potential candidates from incumbent directors, our stockholders, our management, third-party search firms and other sources. The Governance Committee will then evaluate each potential candidate on the basis of the qualifications, skills and attributes set forth in our Corporate Governance Guidelines. The Governance Committee seeks to identify and recruit the best available candidates and will evaluate qualified stockholder candidates on the same basis as those submitted by other sources.
Our Board also actively monitors the tenure and expected service of each Board member, considering our Corporate Governance Guidelines, including the director term limit incorporated into these Guidelines.
At the Governance Committee’s direction, we retained an independent third-party search firm to assist us in the process of identifying a new Board member with significant lithium and electric vehicle experience coupled with the highest standards of personal and professional integrity. A search committee appointed by our Board interviewed several candidates submitted by the third-party search firm. Based upon Mr. Joyce’s qualifications and independence, the search committee recommended to the Governance Committee that our Board be expanded to nine members and appoint Mr. Joyce as a director. Our Board appointed Mr. Joyce as a director on October 12, 2021, and he has been nominated to stand for election at the Annual Meeting.
PROCEDURES FOR NOMINATIONS OF DIRECTOR CANDIDATES BY STOCKHOLDERS
The Governance Committee will consider director candidates submitted by our stockholders using the same criteria described above under “Director Selection Process and Criteria.” Our Bylaws also allow our stockholders to nominate candidates for election as a director by following the procedures and delivering the information required by our Bylaws to:
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Compass Minerals International, Inc.
Attention: Secretary
9900 West 109th Street, Suite 100
Overland Park, Kansas 66210
Stockholders who wish to nominate candidates for election at our 2023 annual meeting of stockholders must deliver a stockholder’s notice within the applicable time frame specified under “Additional Filings and Information—​Stockholder Proposals and Nominations for 2023 Annual Meeting.”
Our Bylaws also permit stockholders to propose additional matters for consideration at our annual meetings of stockholders by following the procedures and delivering the information required by our Bylaws. For more information, see “Additional Filings and Information—Stockholder Proposals and Nominations for 2023 Annual Meeting.”
In December 2020, our Board amended and restated our Bylaws to provide a proxy access right for stockholders, pursuant to which a stockholder, or a group of up to 20 stockholders, owning at least three percent of outstanding shares of our common stock continuously for at least three years, may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of  (a) two director nominees or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in our Bylaws.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 33

REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS
Our Board has adopted a written policy and procedures for review, approval and monitoring of transactions involving us and “related persons” ​(directors, director nominees, executive officers, their immediate family members and stockholders owning 5% or greater of our outstanding stock). The policy covers any related-person transaction that meets the minimum threshold for disclosure in our Proxy Statement under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).
Under the Board’s policy and procedures, the Governance Committee will review the material facts of all proposed related-party transactions. In determining whether to approve or ratify a related-party transaction, the Governance Committee will take into account, among other factors it deems appropriate, whether the related-party transaction is on terms no less favorable to us than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
In fiscal 2021, there were no transactions involving us and related persons that required disclosure in this Proxy Statement.
COMMUNICATIONS WITH OUR BOARD OF DIRECTORS
Stockholders or others who wish to communicate with our Board or any individual director should direct their comments to:
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Compass Minerals International, Inc.
Attention: Secretary
9900 West 109th Street, Suite 100
Overland Park, Kansas 66210
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AskTheBoard@compassminerals.com
The Company’s Secretary will forward any communications (excluding routine advertisements, business solicitations and communications that the Secretary deems to be a security risk or harassment) to each member of our Board or, if applicable, to the individual directors named in the correspondence. If the correspondence is directed exclusively for the independent directors or to one or more non-management directors, then the communication will be delivered to the Non-Executive Chairman of the Board or the non-management directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2021, Mr. Williams (chair), Mr. Fischer, Mr. Grant, Ms. Walker and Ms. Yoder served on the Compensation Committee. No person who served as a member of the Compensation Committee during fiscal 2021 was a current or former officer or employee of the Company (other than Mr. Grant who previously served as our Interim Chief Executive Officer), or engaged in certain transactions with us required to be disclosed as “related person transactions” under SEC regulations. There were no compensation committee “interlocks” during fiscal 2021, which generally means that none of our executive officers served as a director or member of the compensation committee of another entity, one of whose executive officers served as a member of our Board or as a member of the Compensation Committee.
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GOVERNANCE
Fiscal 2021 Non-Employee Director Compensation
PHILOSOPHY AND OBJECTIVES
Our non-employee director compensation program is designed to attract and retain well-qualified directors with appropriate skill sets to meet our evolving needs. Our Board considers and determines non-employee director compensation each year, taking into account recommendations from the Compensation Committee and its independent compensation consultant. The Compensation Committee formulates its recommendation to our Board based on its review and analysis of the compensation consultant’s report on director compensation practices for a specific group of peer companies, which our Board also reviews when making determinations regarding director compensation. A discussion of our peer group can be found under “Compensation Discussion—Executive Compensation Framework and Governance—Executive Compensation Program Summary—Peer Groups and Benchmarking.”
FISCAL 2021 COMPENSATION
Non-employee directors had the opportunity to receive the following compensation in fiscal 2021:
»
Cash compensation, paid in quarterly installments, consisting of a:
(i)
$75,000 annual retainer,
(ii)
annual Board committee chair and member retainer, and
(iii)
supplemental $65,000 annual retainer for our Non-Executive Chairman of the Board and $33,000 annual retainer for our Chairman Emeritus.
»
Equity compensation, paid once per year, with an annual value of  $115,000 for all directors, as well as a supplemental Non-Executive Chairman of the Board equity award with an annual value of  $55,000 as well as Chairman Emeritus equity award with an award value of  $27,000.
»
Other compensation, as described under “—Other Compensation.”
The amount of non-employee director compensation for fiscal 2021 remained the same as 2020 compensation, other than an increase in the annual value of the equity compensation for each non-employee director from $105,000 to $115,000 and compensation for the Chairman Emeritus position.
Non-employee director compensation is prorated based on the relevant dates of service and is paid pursuant to our Non-Employee Director Compensation Policy. Mr. Crutchfield, our CEO and Board member, does not receive any additional compensation for serving as a director.
Cash Compensation »
In addition to the annual Board retainer and supplemental retainers for the our Non-Executive Chairman of the Board and Chairman Emeritus, non-employee directors receive retainers for serving as Board committee chairs or members. The following table summarizes the annual retainers paid for fiscal 2021 service on Board committees.
Fiscal 2021 Retainers
Board Committee Service
Chair
($)
Member
($)
Audit
22,500
10,000
Compensation
15,000
7,500
Environmental, Health, Safety and Sustainability
12,500
5,000
Nominating/Corporate Governance
12,500
5,000
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 35

Equity Compensation »
Non-employee directors receive an equity award with an annual value of  $115,000, either in shares of our common stock, RSUs or, at the director’s election, in deferred stock units (“DSUs”). In addition, the Non-Executive Chairman of the Board receives an equity award with an annual value of  $55,000 and the Chairman Emeritus receives an equity award with an award value of  $27,000. Equity awards are generally granted once per year upon election at each annual meeting of stockholders, and vest on the earlier of the Company’s next annual meeting (as long as the annual meeting is as least 50 weeks after the grant date) or the one-year anniversary of the grant date (other than the Chairman Emeritus equity award, which vested upon Mr. Grant’s resignation from the Board in November 2021). Dividend equivalents are paid on the DSUs and RSUs when dividends are declared.
Other Compensation and Deferral of Compensation »
In fiscal 2021, each non-employee director had the opportunity to direct up to $5,000 to a charitable organization that fits within Compass Minerals’ charitable giving guidelines, which support causes and initiatives that align with the Company’s Core Purpose.
In addition, the Company entered into a consulting agreement with Valdemar L. Fischer for the period from the May 2021 annual meeting until the sale of the Company’s South America chemicals and specialty plant nutrition businesses. He receives an annual fee of  $75,000 during the consulting period.
Non-employee directors may elect to defer all or a portion of their cash and equity compensation. Any cash compensation that is deferred is converted into DSUs. As dividends are paid on our common stock, DSUs accrue dividends in the form of additional DSUs, which have a value equivalent to our common stock and vest immediately on grant. Accumulated DSUs are distributed in the form of our common stock at the time the director ceases to be a member of our Board or such other dates elected by the director.
The following table summarizes the total compensation paid to or earned by non-employee directors during fiscal 2021.
FISCAL 2021 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
Name
Fees Earned or Paid in Cash(1)
($)
Stock Awards(2)
($)
All Other
Compensation(3)
($)
Total
($)
Valdemar L. Fischer(4)
35,323
30,954
66,277
Eric Ford
69,375
115,000
5,000
189,375
Richard S. Grant
106,345
142,000
5,000
253,345
Joseph E. Reece
94,190
170,000
5,000
269,190
Allan R. Rothwell
67,500
115,000
5,000
187,500
Lori A. Walker
78,750
115,000
5,000
198,750
Paul S. Williams
71,250
115,000
5,000
191,250
Amy J. Yoder
70,330
115,000
5,000
190,330
(1)
Includes cash compensation deferred in the form of DSUs. Amounts paid with respect to fiscal 2021 were lower than the annual retainer amounts due to the nine-month fiscal year.
(2)
Represents equity compensation paid in the form of shares of our common stock, RSUs and DSUs. The amounts represent the grant date fair value recognized in accordance with FASB ASC Topic 718. The number of shares of common stock, RSUs and DSUs granted was based on the market value of our common stock on each grant date. The amounts include DSUs and RSUs that will vest on May 18, 2022 (1,639 RSUs for Mr. Ford, 2,423 DSUs for Mr. Reece, 1,639 DSUs for Ms. Walker, 1,639 DSUs for Mr. Williams, and 1,639 RSUs for Ms. Yoder). For Mr. Grant, the amount includes 1,016 DSUs that vested and 1,008 DSUs that were forfeited in November 2021 upon Mr. Grant’s resignation from the Board. For Mr. Rothwell, the amount includes 1,271 RSUs that will vest and 368 RSUs that will be forfeited on February 24, 2022 (the date of the Annual Meeting).
(3)
For Mr. Fischer, reflects amounts paid under his consulting agreement. For directors other than Mr. Fischer, amounts
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GOVERNANCE
reflect the Company’s contributions to charitable organizations designated by the director. For more information, see “―Other Compensation and Deferral of Compensation.”
(4)
Prorated based on Board service ending on May 17, 2021.
FISCAL 2022 COMPENSATION
Following a review by the Compensation Committee of the independent compensation consultant’s report on director compensation practices of our peer companies, our Compensation Committee and Board approved an increase the cash retainer to $85,000 and annual value of the equity award to $120,000 for non-employee director compensation effective January 1, 2022. In addition, the equity award to be granted upon non-employee directors’ election at the Annual Meeting will be prorated by 75% of the full annual value as a result of the nine-month 2021 fiscal year for all directors other than Mr. Joyce, who joined the Board in October 2021. The remainder of the non-employee director compensation for fiscal 2022 remains unchanged.
Upon his joining the Board in October 2021, our Compensation Committee and Board approved an equity grant of Mr. Joyce of  $115,000, prorated for the portion of the fiscal year between his appointment and the Annual Meeting.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 37

COMPENSATION
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Our stockholders are being asked to cast an advisory, non-binding vote to approve the compensation of our NEOs, commonly referred to as a “say-on-pay vote.” Our Board and the Compensation Committee, which administers our executive compensation program, value the opinions expressed by our stockholders and will continue to consider the outcome of these votes in making its decisions on executive compensation.
Our executive compensation program is designed to promote stockholder interests by aligning our compensation with the realization of our business objectives and stockholder value. Our Board believes our executive compensation program uses appropriate structures and sound pay practices that are effective in achieving our core objectives. We encourage stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes our executive compensation program in detail and decisions made by the Compensation Committee for fiscal 2021.
Our Board recommends that you vote in favor of the following advisory resolution:
“RESOLVED, that Compass Minerals International, Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis and “Executive Compensation Tables” sections of the Company’s Proxy Statement).”
VOTE REQUIRED
Approval of an advisory resolution to approve the compensation of our NEOs requires the affirmative vote of the holders of a majority of the shares of common stock present and entitled to vote at the Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal. As an advisory vote, the outcome of the vote on this proposal will not be binding upon us, our Board or the Compensation Committee.
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The Board of Directors recommends that you vote FOR the advisory approval of the compensation of our named executive officers.
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COMPENSATION
COMPENSATION CONTENTS
39 Compensation Discussion and Analysis
40
Fiscal 2021 Named Executive Officers
40
40
41
41
42
42
44
45
46
47
48
49
49
50
53
55
55
58
58
58
58
59
59
60
60
60
61 Compensation Committee Report
62 Executive Compensation Tables
62
Fiscal 2021 Summary Compensation Table
64
Fiscal 2021 Grants of Plan-Based Awards
65
Outstanding Equity Awards at Fiscal 2021 Year-End
67
Option Exercises and Stock Vested during Fiscal 2021
68
Non-Qualified Deferred Compensation for Fiscal 2021
69
Termination of Employment and Change in Control Benefits
75
Fiscal 2021 Potential Payments Upon Change in Control and Other Events
77
CEO Pay Ratio
Compensation Discussion and Analysis
This section describes the material components and objectives of our executive compensation program for our NEOs, explaining how and why our Compensation Committee arrived at specific compensation practices and decisions for fiscal 2021 NEO compensation. For fiscal 2021, the NEOs whose compensation will be discussed in this section and their titles as of the date of this Proxy Statement are the following individuals.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 39

FISCAL 2021 NAMED EXECUTIVE OFFICERS
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KEVIN S. CRUTCHFIELD
JAMES D. STANDEN
MARY L. FRONTCZAK
GEORGE J. SCHULLER, JR.
President and
Chief Executive
Officer
Chief Commercial
Officer (served
as Chief Financial
Officer until
December 1, 2021)
Chief Legal and
Administrative
Officer and
Corporate Secretary
Chief Operations
Officer
FORMER EXECUTIVE OFFICER
S. BRADLEY GRIFFITH
Former Chief Commercial
Officer (served until
October 27, 2021)
I.
EXECUTIVE SUMMARY
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Fiscal 2021 Company Performance and Other Highlights »
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(1)
From continuing operations only. Reflects nine-month fiscal year.
(2)
Includes cash flows from discontinued operations. Reflects nine-month fiscal year.
As an essential minerals company focused on improved operational performance, leveraging our advantaged assets, innovation and enterprise-wide optimization, we are focused on delivering our full potential for our employees, stockholders, customers and communities.
In early 2020, we outlined three strategic priority areas for our company: building a sustainable culture, delivering on our commitments and conducting a strategic assessment of our advantaged assets and related capabilities. In fiscal 2021, we made significant strides in each of these priority areas, providing a platform we believe is able to generate long-term shareholder value. Financially, the sale of our South America specialty plant nutrition business and North America micronutrient assets in fiscal 2021 allowed for a meaningful reduction in our outstanding debt,
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COMPENSATION
enhancing our financial flexibility. Operationally, we continue to implement our long-term Goderich mine plan, with progress made on the new main roadways, which are expected to increase efficiency at the mine. We also continued to build a sustainable culture by ensuring the safety and well-being of our workforce.
In fiscal 2021, on a continuing operations basis, we achieved the following financial results.
»
Generated fiscal 2021 revenue of  $837 million, an increase of 20% versus the comparable 2020 period, and operating earnings of  $79 million, an increase of 5% versus the comparable 2020 period.
»
Salt segment revenue of  $671 million, representing an increase of 22% versus the comparable 2020 period. Salt segment operating earnings were $133 million, which was an increase of 14% versus the comparable 2020 period.
»
Plant Nutrition segment revenue of  $157 million, an increase of 14% versus the comparable 2020 period, and operating earnings of  $6 million, a reduction of 51% from the comparable 2020 period.
In addition, in July 2021, we announced the identification of a substantial lithium brine resource at our Ogden, Utah site on the Great Salt Lake that is expected to serve a growing domestic demand for lithium. We currently expect market entry with a battery-grade lithium product by 2025. We also announced in November 2021 a strategic equity investment in Fortress North America, a next-generation fire retardant company with a patent portfolio of fire retardant formulations that have been developed primarily using essential minerals supplied from our Ogden facility.
Leadership Changes »
Lorin Crenshaw joined as Chief Financial Officer on December 1, 2021. We entered into an offer letter with Mr. Crenshaw (as amended, the “Crenshaw Offer Letter”), which is described in more detail at “—Executive Compensation Decisions for Fiscal 2022—Offer Letter for Mr. Crenshaw.” Mr. Standen was appointed as Chief Commercial Officer on December 1, 2021, having previously served as Chief Financial Officer. Mr. Griffith (who had been serving as Chief Commercial Officer) departed the Company on October 27, 2021. Mr. Griffith was entitled to severance payments under our Executive Severance Plan, and we entered into agreements with Mr. Griffith that provided for separation payments and other benefits, as described in more detail under “Termination of Employment and Change-in-Control Benefits—Agreement with Mr. Griffith, Our Former Chief Commercial Officer.”
Setting Executive Compensation »
The performance of our executive officers is essential to achieving our goal of increasing stockholder value. To align executive officer interests with those of stockholders and to motivate and reward individual initiatives and effort, a significant portion of our NEOs’ compensation is at-risk and performance-based, with metrics aligned to the Company’s financial results and business strategy, with a clear connection to the NEO’s individual performance and the performance of our senior management team as a whole. Our executive compensation program is intended to offer an opportunity for gain in the event of successful performance against established criteria, balanced with the prospect of reduced compensation in the absence of success.
As we do every year, we ensured our compensation philosophy and compensation policies are aligned with the Company’s objectives. We have made the following changes and took the following actions with respect to our fiscal 2021 executive compensation program.
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 41

Compensation Element
Changes to fiscal 2021 Executive Compensation Program
1
Base Salaries
(effective March 1, 2021)
No increases were made to NEO base salaries for fiscal 2021, other than for Ms. Frontczak whose base salary increased by 6.7%.
2
Management Annual Incentive Program (MAIP)
As a result of the change in fiscal year end, MAIP bonuses for fiscal 2021 were paid in December 2021, were prorated to reflect the nine-month fiscal year and were based on performance over the nine-month performance period.
No changes were made to the fiscal 2021 MAIP target percentages for NEOs. In addition, in alignment with peer group practices, the Compensation Committee recalibrated the payout scales for the performance factors so that the maximum payout is 200% for each performance factor and also eliminated the requirement that the Company must achieve at least 75% of the pre-established Adjusted EBITDA target for any MAIP bonus payments to be made.
3
Long-Term Incentive Compensation
No changes were made to the 2021 target grant value percentages of annual equity awards, other than for Ms. Frontczak.
Adjusted EBITDA Growth PSUs were awarded in January 2021 instead of rTSR PSUs. In addition, RSUs transitioned to three-year ratable vesting.
Fiscal 2021 Key Compensation Elements »
The key elements of our executive compensation program did not change in fiscal 2021. These elements are described in detail under “— Executive Compensation Decisions for Fiscal 2021” and are summarized below.
Compensation Element
Purpose
1
Base Salaries
We believe that our base salary is competitive and appropriate to attract and retain top talent. Base salary is earned in return for the day-to-day job performed as well as the NEO’s scope of responsibilities.
2
Management Annual Incentive Program (MAIP)
The MAIP is our annual cash bonus program and is a variable performance-based element of executive compensation that rewards our NEOs for individual and overall Company performance results achieved in the most recently completed year.
3
Long-Term Incentive Compensation
The third element of executive compensation consists of a mix of long-term incentive compensation awards. These awards generally take the form of RSUs and PSUs to align management with long-term stockholder interests and provide an appropriate balance of pay at risk and retention. We believe this mix of equity incentives motivates and rewards our NEOs for sustaining longer-term financial and operational performance that aligns with executive officer and investor goals to increase stockholder value.
Total direct compensation, which includes base salary, MAIP bonus payments and equity awards for our NEOs, is targeted to be near median levels for our selected market group, to provide a competitive compensation opportunity and to attract and retain executive talent. Our market group is comprised of a blend of our peer group companies and market data from reputable survey sources. In any given year or for any given NEO, some elements may be above or below median.
Linking Compensation to Performance »
Our Compensation Committee designs our executive compensation program to appropriately align pay and performance, with a significant portion of executive compensation being at risk and performance-based. In addition, our Compensation Committee believes that executive officer compensation should be more heavily weighted toward variable compensation than the compensation of other employees. The rationale is that executive officer performance is more likely to have a strong and direct impact on strategic and financial goals likely to affect stockholder value. Our pay mix and design reflect these beliefs.
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COMPENSATION
The following charts illustrate the fiscal 2021 total direct compensation mix at target for Mr. Crutchfield and the average of our other NEOs. Total direct compensation mix at target is comprised of:
(i)
base salary as of September 30, 2021,
(ii)
fiscal 2021 MAIP bonus payment opportunity at target (with no proration for the fiscal year change), and
(iii)
target grant value of fiscal 2021 equity awards (our long-term incentive compensation).
A large percentage of total direct compensation is at risk because all of our MAIP bonus payments and equity awards are variable, performance-based compensation.
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COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 43

2021 “Say-On-Pay” Vote, Stockholder Engagement Process and Input from Stockholders »
The results of the annual stockholder say-on-pay vote help inform the Compensation Committee on the views of stockholders, and the Compensation Committee considers the results of the say-on-pay vote and stockholder feedback when designing and making decisions regarding our executive compensation program.
At our 2021 annual meeting of stockholders, our say-on-pay proposal received support from approximately 95.31% of the votes cast on the proposal.
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Stockholder Engagement Process.   Following our 2020 annual meeting of stockholders, we proactively reached out to our largest stockholders in January 2021, representing over 60% of our outstanding shares of common stock, to solicit their feedback regarding executive compensation (including changes to our 2021 long-term executive compensation which were announced in early January 2021), corporate governance and ESG matters. Ultimately, several of our largest stockholders, representing over 10% of our outstanding shares of our common stock, accepted our engagement request and Mr. Williams, chair of our Compensation Committee, participated in meetings with these stockholders, along with Mr. Standen and Ms. Frontczak. Several other stockholders, representing over 25% of our outstanding shares of our common stock, declined our request for a meeting, noting that there were no concerns or need for any additional discussion. In these meetings, stockholders acknowledged the one-time nature of certain executive compensation payments in 2019 and we received positive feedback on the design and structure of our executive compensation programs.
The Company also routinely engages through regular outreach to stockholders on a variety of topics, including ESG matters, through in person and virtual non-deal roadshows along with conference participation. We maintain meaningful dialogue with a broad range of stockholders, including large institutional investors, small to mid-sized institutions, pension funds and individual investors.
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COMPENSATION
II.
EXECUTIVE COMPENSATION FRAMEWORK AND GOVERNANCE
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This commitment leads to compensation programs that are designed to:
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Provide employees with an attractive, market competitive pay opportunity that delivers an appropriate balance of  “at risk” incentive-based pay and cash compensation.
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Foster a pay-for-performance culture motivating employees to achieve exceptional levels of performance.
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Drive an environment of accountability, teamwork and cross-functional collaboration.
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Utilize a framework that is simple to understand, provides flexibility to grow and attract the talent Compass Minerals needs to be successful, and is linked to measurable benchmarks and our business.
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»
Be consistent with our long-term business strategy.
»
Focus on the efficient use of resources.
»
Motivate participants to overcome challenges.
»
Strive for continuous improvement that can be adapted for the changing markets and environments in which we operate.
To achieve these compensation objectives, our executive officer compensation program is based on the following principles.
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Be competitive and encourage continued service. Our executive officer compensation program’s design and levels are set considering the practices of similar companies with which we compete for talent. All of our equity awards are subject to vesting schedules, which provide an incentive for continued employment. Further, our executive officers’ target total direct compensation opportunity is generally aligned with the median of total executive officer compensation programs of our peer group. Actual total compensation earned by each NEO will be above or below the median of our peer group, depending on our performance, the individual experience and performance of each executive officer and other Compensation Committee considerations.
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Foster a pay-for-performance culture. Base pay, MAIP awards and long-term incentive compensation awards are based on an individual’s job (role and level), experience and performance compared against specified financial, operational and strategic business goals (as appropriate to the individual’s position). Also considered are Company performance, the desired pay relationships among executive officers and market practices.
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Drive results through accountability, teamwork and collaboration. Our executive officer compensation program emphasizes variable, incentive award opportunities, which are payable if specified goals are achieved or our stock delivers strong total return to stockholders. We provide NEOs annual cash and long-term equity incentive opportunities for which payout results depend on our performance and are designed to represent the majority of each NEO’s total compensation.
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Align interests with stockholders. Long-term equity awards are generally granted in the form of RSUs and PSUs. NEOs are required to obtain and maintain a minimum level of stock ownership within five years of appointment to encourage them to align their financial interest with those of our stockholders. See “Proposal 1—Election of Directors—Corporate Governance—Stock Ownership Guidelines” for more information about our stock ownership guidelines.
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Improve safety. Our MAIP includes total case incident rate (which measures our safety performance) as a performance metric applicable to all executive officers.
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Utilize a framework that is simple to understand and linked to cost effectiveness. Our MAIP and long-term incentive compensation programs are based on our financial performance and are not guaranteed. MAIP and PSU awards are earned as
specified goals are achieved, subject to thresholds, and contain a maximum limit for each employee. RSUs are also earned as specified goals are achieved.
Executive Compensation Practices »
The Compensation Committee regularly discusses practices and corporate governance developments relating to executive officer compensation. The table below highlights our key executive compensation practices including the practices we have implemented because they support our desire to appropriately impact performance results and align with long-term stockholder interests, and practices we have not implemented because we do not believe they would serve our stockholders’ long-term interests. Further discussion on certain of these practices can be found in “—Other Compensation Policies and Practices.”
EXECUTIVE COMPENSATON PRACTICES
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We engage independent consultants to assist the Compensation Committee
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Our Compensation Committee does not allow its compensation consulting firms to provide any other services to us
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We have no undue risk embedded in the compensation programs
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We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on us
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We employ clear corporate governance policies
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We expressly prohibit the repricing of stock options, cash buyouts for underwater stock options, hedging, pledging and the use of margin accounts related to our stock
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We have robust stock ownership guidelines and retention requirements
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We do not pay dividends on outstanding, unvested PSUs
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Our compensation programs have appropriate levels of pay at risk
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We do not guarantee bonus payments except for new hire bonus awards
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We have clear and transparent direct compensation elements
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We do not have active defined benefit retirement plans or individual supplemental executive retirement plans (“SERPs”) covering our NEOs
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We utilize an appropriate peer group
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We do not rely solely on peer group data when making pay decisions
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We offer limited perquisites specific to the NEOs
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We do not provide significant additional benefits to executive officers that differ from those provided to all other employees
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Generally, there are no employment agreements
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We do not have employment agreements with executive officers, other than with our CEO
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We have double-trigger change in control agreements
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We do not provide excise tax gross-ups
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We consider and value input from our stockholders
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We do not implement policies or practices which are counter to good governance
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COMPENSATION
Executive Compensation Program Summary »
Direct Compensation Elements. We provide three elements in our executive compensation program to balance short-term rewards and long-term alignment with corporate strategy, stockholder interests and executive retention: base pay, MAIP and long-term incentive compensation in the form of equity grants. The following table summarizes the three primary compensation tools we use to attract, reward, align and retain our executive officers.
Compensation
Element
Form
Vesting and
Performance Period
How Size is Determined
Purpose and Key Features
FIXED
1
Base Salary
»
Cash
»
Ongoing
»
Competitive market data
»
Scope of responsibilities
»
Experience and knowledge
»
Internal equity
»
Individual performance
»
Provides a fixed competitive level of cash compensation for services rendered
»
Recognize job responsibilities
»
Merit and market-related adjustments are not guaranteed each year
PERFORMANCE-BASED, VARIABLE
2
Management Annual Incentive Program (MAIP)
»
Cash
»
1-year performance period (however, due to the fiscal year change, the fiscal 2021 performance period was 9 months)
»
Award opportunities set as a percent of base pay based on competitive data
»
Award payouts based on Company financial performance and shared performance goals during the 9-month performance period
»
Motivates and rewards for achievement of near-term priorities, consistent with our annual operating plan
»
Awards are paid to the extent that goals are achieved
»
The maximum payout is capped at 200% of target
3
Long-Term Incentives
»
Equity

40% RSUs

60% EBITDA Growth PSUs
»
Award opportunities set as a percent of base pay based on competitive data
»
Motivates and rewards for achievement of long-term goals and Adjusted EBITDA growth, which aligns with stockholder interests
»
Promotes retention
»
Allows executive officers to accumulate a meaningful stake in our stock over time
»
Vesting and earning over time encourages a focus on earnings sustainability while driving retention
»
RSUs
»
Vests one-third per year after grant
»
1-year EBITDA performance hurdle
»
Value at vesting is based on stock price and receipt is contingent on satisfaction of a financial performance hurdle for the initial grant year
»
EBITDA Growth PSUs
»
100% vested 3 years after grant based on 3-year performance period
»
Value at vesting is based on stock price. 0-300% of target number earned based on achievement of pre-established Adjusted EBITDA growth targets
COMPASS MINERALS INTERNATIONAL, INC.2022 PROXY STATEMENT | 47

We also have the following executive compensation elements:
Compensation
Element
Purpose and Key Features
4
Perquisites and Benefits
»
In order to attract and retain high-performing executives, we provide additional compensation elements consistent with our compensation philosophy and current market practice.
»
We offer all employees, including the NEOs, a competitive package of traditional benefits that provides health, dental, vision, life insurance, and short-term and long-term disability coverage. In addition, we provide identity theft monitoring services. These programs aim to provide a measure of security and encourage the health and well-being of employees.
»
We provide NEOs supplemental disability income in the event of total disability and access to an annual executive physical.
5
Savings Plan
»
Each of our NEOs, along with other U.S.-based employees, participates in the Savings Plan, with the Company contributing to two components of the Savings Plan, as described below. If an NEO has reached the IRS annual limit on contributions under the Savings Plan, we make the Company contributions to the Compass Minerals International, Inc. Restoration Plan (the “Restoration Plan”) instead of the Savings Plan.

401(k) plan Company matching contribution. NEOs may contribute up to 75% of their base pay into a 401(k) account, subject to IRS annual limits on contributions. We provided a matching contribution of up to 6% of qualified cash compensation (comprised of base salary and MAIP bonus payments paid during the year) for participants contributing a portion of their qualified cash compensation to their 401(k) account.

Company profit-sharing contribution. We may make a discretionary profit-sharing contribution to each NEO’s 401(k) account as a percentage of qualified cash compensation based on Company performance, as determined by the Compensation Committee. Any Company profit sharing contributions for 2021 will be determined by the Compensation Committee after the end of calendar year 2021.
6
Restoration Plan
»
NEOs and other key U.S.-based employees may defer receipt of up to 50% of their base salary and 100% of their annual cash bonus under the Restoration Plan, which allows participants to save for retirement in a tax-effective way at a minimal cost to us. The Restoration Plan is described in more detail following the Non-Qualified Deferred Compensation for Fiscal 2021 table.
Peer Groups and Benchmarking »
The Compensation Committee, with assistance from its independent compensation consultant, annually reviews specific criteria and recommendations regarding companies to add to or remove from our peer group. FW Cook, at the direction of our Compensation Committee, utilized objective business and financial criteria to select for our fiscal 2021 peer group publicly-traded companies in comparable industries with comparable pay models, revenues and company market capitalization values.
Based on FW Cook’s analysis and recommendations, the Compensation Committee approved in August 2020 the following list of companies for our fiscal 2021 peer group. In addition, in May 2021, the Compensation Committee, with the assistance of FW Cook, determined to make no further modifications to our fiscal 2022 peer group. At the time of review, all peer group companies were publicly-traded, stand-alone companies of appropriate size and within relevant industries that the Compensation Committee believed compete with us in labor markets and follow similar pay models, and had U.S.-based executives and executive compensation programs, which appear to conform to typical U.S. practices. In addition, our market capitalization and revenue approximated the median of the peer group at the time of review. All are U.S.-based and traded on NYSE or Nasdaq.
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COMPENSATION
Fiscal 2021 and Fiscal 2022 Peer Group Companies
»
Albermarle Corporation
»
Ferro Corporation
»
Sensient Technologies Corporation
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Alpha Metallurgical Resources, Inc. *
»
H.B. Fuller Company
»
Summit Materials Inc.
»
Arch Coal Inc.
»
Hecla Mining Company
»
Tronox Limited
»
Balchem Corporation
»
Innospec Inc.
»
U.S. Concrete, Inc.
»
Cleveland-Cliffs Inc.
»
Minerals Technologies Inc.
»
U.S. Silica Holdings, Inc.