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:

Compass Minerals International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 9, 201914, 2020

To our Stockholders:

We cordially invite you to attend the 20192020 annual meeting of stockholders of Compass Minerals International, Inc. The meeting will take place at our headquarters, located at 9900 West 109^th Street, Suite 100, Overland Park, Kansas 66210, on Thursday, May 9, 2019,14, 2020, at 9:11:00 a.m. (Central time). Due to the emerging public health impact of the coronavirus outbreak(COVID-19) and to support the health and well-being of our stockholders, employees and other partners, we will be holding the annual meeting via live webcast at www.virtualshareholdermeeting.com/CMP2020. We look forward to your attendance either in person or by proxy.at our virtual meeting, where you will be able to vote and submit questions.

At the meeting, our stockholders will be asked to consider and act upon the following items of business:

Only stockholders of record as of the close of business on March 11, 201916, 2020 may vote at the meeting or any postponements or adjournments of the meeting. We have elected to provide access to our proxy materials over the Internetinternet 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. If you would like more information, please see the Questions and Answers section of this proxy statement.

Your vote is very important. Please vote regardless of whether or not you plan to attend our annual meeting.

By Order of the Board of Directors,

Diana C. TomanMary L. Frontczak

Senior Vice President, General CounselChief Legal and Administrative Officer

and Corporate Secretary

March 26, 201931, 2020

To make it easier for you to review the proxy statement and vote, we offer four options:voting options, which are described in the Questions and Answers section of this proxy statement.

Important Notice Regarding the Availability of Proxy Materials: This Notice of Meeting, this Proxy Statement and our 20182019 Annual Report are available at www.proxyvote.com (with your investor identification16-digit control number) and www.compassminerals.com.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to the “Company,” “Compass Minerals,” “we,” “us” and “our” refer to Compass Minerals International, Inc.

20192020 Annual Meeting of Stockholders

Voting Matters and our Board of Director’s Recommendation

In addition to these matters, stockholders may be asked to vote on such other business as may properly come before our 20192020 annual meeting of stockholders (the “Annual Meeting”).

Director Nominees

Stockholders are being asked to elect Eric Ford, Joseph E. ReeceValdemar L. Fischer, Richard S. Grant and Paul S. WilliamsAmy J. Yoder as directors, who have each been nominated by our Board of Directors (our “Board of Directors” or “Board”).

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 directors, including our three nominees. Additional information about each director’s background and experience can be found in the “2019“2020 Nominees for Director and ContinuingOther Current Directors” section of this Proxy Statement.

i

Our Board of Directors

Qualifications and Attributes:

Business/Functional Leader (9(10 Directors)

Industry Knowledge (4(5 Directors)

Sales and Marketing (8(9 Directors)

Diversity (4 Directors)

International Business (9(10 Directors)

Strategy/M&A (9(10 Directors)

Financial Experts (3 Directors)

Risk Management (8(9 Directors)

Talent Development (2 Directors)

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Board SnapshotSnapshot*

Tenure Age2 Average tenure: 7 years Average age: 62 Independence Women Ethnic Diversity Born Outside of the U.S. 8 independent directors Women 2 women directors 2 women Board committee chairs Ethnic DiversityChairs 1 African American director 1 Latin American director 1 African American Board committee chair Born Outside of the U.S. 3 directors born outside of the U.S. 89% 22% 33%

*  Does not include Mr. D’Antoni, who is retiring at the Annual Meeting.

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 1119 of this Proxy Statement:

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Advisory Approval of Executive Compensation

Stockholders are being asked to approve, on an advisory basis, the compensation of our 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 thissay-on-pay vote when evaluating our executive compensation program in the future.

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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For a summary of the material features of the 2020 Plan, see “Proposal 4—Approval of the 2020 Incentive Award Plan.”

Ratification of Auditors

Stockholders are being asked to ratify the selection of Ernst & Young as our independent registered accounting firm for 2019.2020.

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TABLE OF CONTENTS

COMPASS MINERALS INTERNATIONAL, INC.

9900 West 109^th Street, Suite 100

Overland Park, Kansas 66210

(913)344-9200

20192020 PROXY STATEMENT

Compass Minerals is a leading provider of essential minerals thatfocused on safely delivering where and when it matters to help solve nature’s challenges includingfor customers and communities. Our salt forproducts help keep roadways safe during winter roadway safetyweather and are used in numerous other consumer, industrial and agricultural uses; specialtyapplications. Our plant nutrition mineralsbusiness manufactures an innovative and diverse portfolio of products that improve the quality and yield of crops; andcrops, while supporting sustainable agriculture. Additionally, our specialty chemicals forchemical business serves the water treatment industry and other industrial processes. As of December 31, 2018,2019, we operated 22operate 21 production and packaging facilities with more than 3,000 personnel throughout the U.S., Canada, Brazil and the U.K, including:

We provideOur salt business provides highway deicing salt and other salt products to customers in the United States, CanadaNorth America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation and other salt-based products for consumer, agricultural and industrial applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England. Our plant nutrition business produces and markets specialty plant nutrition products worldwide to distributors and retailers of

crop inputs, as well as growers. Our principal plant nutrition product in our Plant Nutrition North America segment is SOP. In October 2016,SOP, which we significantly expandedmarket under the trade name Protassium+. We also sell various premium specialty plant nutrient products under our plant nutrition business with the acquisition of Produquímica Indústria e Comércio S.A. (“Produquímica,” which is now known as Compass Minerals América do Sul Indústria e Comércio S.A.), whichWolf Trax and other brands. Our Plant Nutrition South America segment operates two primary businesses in Brazil – Brazil—agricultural productivity, which manufactures and distributes a broad offering of specialty plant nutrition solution-based products, and chemical solutions, which manufactures and markets specialty chemicals, primarily for the chemical and industrial marketswater treatment industry and for use in the water treatment industry. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.industrial processes.

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 via live webcast at our headquarters, 9900 West 109^th Street, Suite 100, Overland Park, Kansas 66210www.virtualshareholdermeeting.com/CMP2020 on Thursday, May 9, 201914, 2020 at 9:11:00 a.m. localCentral time. At the meeting, stockholders will vote on approval of amendments to our Certificate of Incorporation to declassify our Board of Directors, the election of three directors, advisory approval of the compensation of our NEOs, approval of the Compass Minerals International, Inc. 2020 Incentive Award Plan and ratification of the appointment of Ernst & Young as our independent registered accounting firm for 2019.2020. 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.

By submitting your proxy, you authorize Diana C. TomanMary 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. Please note that if you are a beneficial owner of shares, you must obtain a legal proxy from the record holder and bring it to the meeting in order to vote in person.

Our proxy materials include this Proxy Statement, our 20182019 Annual Report to Stockholders (the “Annual Report”), which includes our Annual Report onForm 10-K for the fiscal year ended December 31, 2018,2019, 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.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to consider and act upon the following proposals:

Members of our management team and representatives of Ernst & Young are expected to be present atattend the Annual Meeting and be available to respond to questions from stockholders.

Why did I receive aone-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice of Internet Availability. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to view our proxy materials for the Annual Meeting on the internet and how to instruct us to send future proxy materials, including the Notice of Internet Availability, to you electronically by email. Our proxy materials are also available on our website at www.compassminerals.com.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares by voting by telephone or internet with respect to each Notice of Internet Availability you receive, or by completing and returning each proxy card you receive.

How can I request and receive a paper or email copy of the proxy materials?

You may request and receive a paper or email copy of the proxy materials at no cost at www.proxyvote.com, by telephone at1-800-579-1639, or by email at sendmaterial@proxyvote.com. In each case, you will need your16-digit investor identificationcontrol number from theincluded on your Notice of Internet Availability to request the materials.

Who is entitled to vote?

The record date for the meeting was March 11, 2019.16, 2020. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. Each outstanding share of common stock is entitled to one vote for all matters before the meeting. At the close of business on the record date, there were 33,873,83633,892,068 shares of our common stock outstanding.

Am I entitled to vote if my shares are held in “street name”?

If your shares are held by a bank or brokerage firm, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, the Notice of Internet Availability is being forwarded to you by your bank or

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, a majority vote of the stockholders who are represented at the meeting may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken and no other notice will be given unless the adjourned meeting is more than 30 days later or a new record date is fixed.

What if I do not return my proxy and do not attend the Annual Meeting?

If you are a record holder (that is, your shares are registered in your own name with our transfer agent) and you do not vote your shares, your shares will not be voted at the Annual Meeting.

If you hold your shares in “street name,” and you do not give your bank, broker, or other holder of record specific voting instructions for your shares at the Annual Meeting, your record holder can vote your shares on the ratification of the independent registered accounting firm (Proposal No. 3)5). However, your record holder cannot vote your shares without your specific instructions on the election of directors (Proposal No. 1) or the advisory approval of our NEO compensation (Proposal No. 2)other proposals (Proposals 1, 2, 3 and 4), so it is important that you provide such voting instructions.

For the proposals listed above for which a bank or broker cannot vote without your instruction, if you do not provide voting instructions to your bank or broker on such proposals, the votes will be considered “brokernon-votes” and will not be counted in determining the outcome of the vote. “Brokernon-votes” will be counted as present for purposes of determining whether a quorum is present to hold the Annual Meeting.

Who will count the votes?

Broadridge Financial Services, Inc. will tabulate the votes.

How does the Board of Directors recommend I vote on the proposals?

Our Board recommends that you vote:

to that director nominee. In other words, 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. Approval of each of the other proposals (Proposals 3, 4 and 5) requires the affirmative vote of a majority of the shares present, in personvia webcast or represented by proxy, and entitled to vote on that proposal at the Annual Meeting.

How will brokernon-votes and abstentions be treated?

The table below summarizes the treatment of abstentions and brokernon-votes for each proposal that will be brought before the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report onForm 8-K filed with the SEC no later than May 14, 2019.20, 2020. After theForm 8-K is filed, you may obtain a copy by visiting our website.

PROPOSAL 1—APPROVE AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION

TO DECLASSIFY OUR BOARD OF DIRECTORS

Introduction

Our Board of Directors has adopted, subject to stockholder approval, a proposal to amend our Amended and Restated Certificate of Incorporation to declassify our Board beginning with the 2021 annual meeting of stockholders in which all nominees will stand for election forone-year terms expiring at the next annual meeting of stockholders, rather than three-year terms (the “Declassification Proposal”). Our Board of Directors currently consists of ten directors divided into three classes (Class I, Class II and Class III), and directors in each class are elected to serve three-year staggered terms that expire in successive years.

Supporters of board classification believe that staggered boards promote continuity, stability and a long-term orientation among directors, as well as protect the company from an unsolicited, hostile takeover proposal in which the entire board could otherwise be replaced all at once in a single election. On the other hand, another consensus holds that classified boards may reduce stockholders’ ability to hold directors accountable and limit the most effective method by which stockholders can influence corporate governance policies and hold management accountable.

Our Governance Committee and Board regularly consider a broad range of corporate governance matters and are committed to adopting governance practices that are beneficial to the Company and our stockholders. In reaching its determination, our Board carefully weighed the merits of retaining the classified board structure versus declassifying our Board and considered feedback from our stockholders. Our Board ultimately concluded that the benefits to our stockholders of annual elections for each director outweigh the benefits of keeping our Board classified. Consequently, our Board concluded that the Declassification Proposal is in the best interests of the Company and our stockholders, and has unanimously recommended that stockholders vote in favor of the Declassification Proposal.

If stockholders approve the Declassification Proposal, then the terms of all incumbent directors will immediately expire at the 2021 annual meeting of stockholders. Stockholders will be able to vote for nominees to the declassified Board, and each elected director will hold office for aone-year term expiring at the 2022 annual meeting of stockholders. Any director elected to fill any vacancy in our Board will hold office until the next annual meeting.

Under Delaware law, members of a classified board of directors may be removed only for cause unless otherwise provided in the company’s certificate of incorporation. Currently, our Amended and Restated Certificate of Incorporation provides that our directors can be removed only for cause, and only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors. If the Declassification Proposal is approved by our stockholders, our Amended and Restated Certificate of Incorporation would also be amended to provide that directors may be removed, with or without cause.

If the Declassification Proposal is approved, we will file a certificate of amendment to our Amended and Restated Certificate of Incorporation, set forth in Appendix A to this proxy statement, with the Secretary of State of Delaware promptly following the Annual Meeting. If the Declassification Proposal is not approved, our Board of Directors will remain classified and the proposed changes to our Amended and Restated Certificate of Incorporation will not be adopted. This description of the proposed amendments to Article FIFTH of our Amended and Restated Certificate of Incorporation is only a summary and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Amended and Restated Certificate of Incorporation and the proposed amendments set forth in Appendix A.

Vote Required

Approval of the Declassification Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Abstentions will have the same effect as votes against this proposal. Brokernon-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

DECLASSIFICATION OF OUR BOARD.

PROPOSAL 2—ELECTION OF DIRECTORS

Current Nominees

Our Board of Directors currently consists of nineten directors divided into three classes (Class I, Class II and Class III)., and directors in each class are elected to serve three-year staggered terms that expire in successive years. The size of our Board was increased in March 2019 from eight to nine members with the appointment of Joseph E. Reece and we anticipate thatto our Board will be expandedand to 10 directors once a permanent Presidentten members with the appointment of Kevin S. Crutchfield to our Board and Chief Executive Officer is identified. Theas our CEO. Our Board made changes to its size and compositionappointed Mr. Reece as a result of its Board succession planning process and consideration of feedback from our stockholders. See “—Corporate Governance—Director Selection Process and Qualifications” for more information.

Directors in each class are elected We plan to serve three-year terms that expire in successive years. The termsdecrease the size of our Board to nine directors with the Class I directors will expireretirement of David J. D’Antoni at the upcoming Annual Meeting.Meeting, in accordance with the director retirement policy in our Corporate Governance Guidelines. During his fifteen year tenure on our Board, Mr. D’Antoni served the Company and its stockholders faithfully and with distinction, and the Board wishes to express its gratitude to Mr. D’Antoni for his many important, valuable and lasting contributions to Compass Minerals.

Our Board of Directors has nominated each of Eric Ford, Joseph E. ReeceValdemar L. Fischer, Richard S. Grant and Paul S. WilliamsAmy J. Yoder for election as Class III directors for three-year terms expiring at the annual meeting of stockholders to be held in 20222023, unless the Declassification Proposal (Proposal 1) is approved, in which case their terms will expire at our 2021 annual meeting of stockholders, or until their successors are elected and qualified. Mr. Ford,Fischer, Mr. ReeceGrant and Mr. WilliamsMs. Yoder currently serve as Class II directors. The terms of the Class I directors.directors will expire at the 2022 annual meeting of stockholders, unless the Declassification Proposal (Proposal 1) is approved, and the terms of the Class III directors will expire at the 2021 annual meeting of stockholders.

Each nominee has consented to being named in this Proxy Statement and has agreed to serve, if elected. 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.

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 brokernon-votes will have no effect on the election of any nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE THREE NOMINEES.

20192020 NOMINEES FOR DIRECTOR AND CONTINUINGOTHER CURRENT DIRECTORS

The following tables sets forth, for each of our director nominees and continuingother current directors (including Mr. D’Antoni, who will retire at the Annual Meeting), his or her name, age at the time of the Annual Meeting, principal occupation and employment during the past five years, the year in which he or she first became our director and directorships held in other public companies during the past five years as well as the experience, qualifications, attributes and skills that support their service as a director.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

FOR A THREE-YEAR TERM EXPIRING AT THE 2022 ANNUAL MEETING

CURRENT CLASS I DIRECTORS

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. Our Board has adopted Corporate Governance Guidelines, which are available on our website at www.compassminerals.com.

Board Leadership

On November 17, 2018,Our Board is led by aNon-Executive Chairman of the Board, who is an independent director. Mr. Grant has been serving as ourNon-Executive Chairman of the Board made changes tosince May 7, 2019, when he stepped down as our Interim President and Chief Executive Officer (“Interim CEO”). Our Board changed its leadership structure and created a new Chairman of the Board position and elected Mr. Grant to this position.position on November 17, 2018. Previously, Mr. Grant had served as the Lead Independent Director since the position was created in May 2005, except when he stepped down from this position during his short service as our Interim Chief Executive Officer from December 2012 to January 2013. Mr. Grant is currently serving as our Interim CEO and is expected to serve as ourNon-Executive Chairman of the Board following the appointment of a permanent CEO.

Under our Corporate Governance Guidelines, theNon-Executive Chairman of the Board’s duties and responsibilities include:

During

From November 17, 2018 to May 7, 2019 (the period of time that Mr. Grant is servingserved as Chairman of the Board and Interim CEO, theCEO), Mr. D’Antoni (an independent Board member since 2004 and former Chair of our Governance Committee) served as our most tenured independent director will haveand had the following duties and responsibilities under our Corporate Governance Guidelines:

David J. D’Antoni, an independent Board member since 2004 and former Chair of our Governance Committee, is our most tenured independent director and is fulfilling these duties and responsibilities. He is expected to serve in this capacity until the appointment of a permanent CEO, at which time Mr. Grant is expected to assume the role ofNon-Executive Chairman of the Board.

Our Board regularly considers whether our leadership structure is appropriate and has concluded that combiningits current leadership structure, which separates the roles of Chairman of the Board and Interim CEO roles, is appropriate and effectiveat this time given our specific circumstances atcircumstances. In particular, this time. Thestructure clarifies the individual roles and responsibilities of the CEO and Chairman, streamlines decision making and enhances accountability. Mr. Grant, a long-standing Board member, hasin-depth knowledge of the issues, challenges and opportunities facing us. As a result, our Board believes the present structure provides the Company and the Board with strong leadership, continuity of experience and appropriate independent oversight of management. A combined Chairman of the Board and Interim CEO allows the Companythat he is able to communicate its business and strategy to stockholders, clients, investors, employees, regulators, and the public with a single voice. Our most tenured independent director further enhancesdevelop agendas that ensure that the Board’s leadership structuretime and

During 2018,2019, each current director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served during 2018 (other than Mr. Reece, whothe period he or she was not a director in 2018).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 directors attended our 20182019 annual meeting of stockholders (other than Mr. Reece, who was not a director in 2018).stockholders. The membership of each Board committee as of the date of this Proxy Statement and the number of 20182019 meetings of the Board and each Board committee are shown in the following table. Mr. Grant had served as a member of our Audit, Compensation and Governance Committees during 2018, but stepped down from these Board committees when he was appointed Interim CEO in November 2018. He is expected tore-join these Board committees following his service as Interim CEO.

governance; and reviewing and approving any related party transactions. The Governance Committees’Committee’s functions are further described on pages17-18.under “—Director Selection Process and Qualifications” and “—Procedures for Nominations of Director Candidates by Stockholders.” Our Board determined that each member of the Governance Committee is independent under NYSE rules. The Governance Committee held four meetings in 2018,2019, each with an executive session.

theNon-Executive Chairman of the Board or the Chair of the Governance Committee. 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. Several times 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 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

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 French Canadian 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 Form8-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 2018.2019.

Corporate Responsibility and Sustainability

We have a clear vision of our corporate purpose. Through the 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 the communities in which we operate to building a sustainable company, to ensuring safety throughout our operations, tobuilding a sustainable company, being responsible stewards of the resources we manage and to minimizing or mitigating our environmental impact where possible.

Sustainability for Compass Minerals also means pursuing a long-term strategy to achieve long-termsustainable and profitable growth to drive strong financial results and returns for our stockholders. It also means doing all of this with transparency and accountability. These concepts form the four points of our sustainability compass: safety, growth, stewardship and transparency. 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 sustainability reporting, targets and goals as well as our progress toward achievement of these targets and goals at least once a year, with the EHS&S Committee focused on environmental, health, safety and safetysustainability matters, the Compensation Committee focused on social and diversity matters and the Governance committee focused on governance matters. In 2020, our Board signified its deepened focus on sustainability measures by renaming its Environmental, Health and Safety Committee to the Environmental, Health, Safety and Sustainability Committee. Our Board also considers risks and opportunities regarding sustainability matters, as more fully described under “—Board of Directors and Board Committees—Board Role in Risk Oversight.”

In addition, ourpay-for-performance philosophy motivates our executive officers to operate our business in a profitable and sustainable matter.manner. This includes having executive officer personal objectives for our 2019 MAIP (our annual cash bonus program) that include safety improvement goals as well as inclusion and diversity-focused goals. For our 2020 MAIP, we workhave included total controllable incident rate (which measures our safety performance) as a performance metric applicable to all executive officers. We believe these measures will help strengthen our overall culture of safety and improve diversity improvement goals as we work to build a diverse and inclusive culture.

Additional information about our sustainability efforts, including our sustainability targets and goals, can be found in our Sustainability Report, which is available on our website at www.compassminerals.com. In 2019, we updated our sustainability report to include Sustainability Accounting Standards Board (“SASB”) standards, building on our commitment to the Global Reporting Initiative^™ (“GRI”) reporting framework.

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).

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.

As of March 2019,2020, 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 (x) an understanding of organizational structure and accountability, delegation of authority, compensation practices, and the dynamics of competitive businesses.

If a vacancy arises or our Board decides to expand its membership, the Governance Committee, with the involvement of theNon-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 retirement policy incorporated into these Guidelines, which requires a director to resign from the Board effective at the annual meeting of stockholders falling after the director’s 75^th birthday. AsIn accordance with this policy, Mr. D’Antoni will retire at the Annual Meeting. In addition, as a result of our Board’s succession planning process and our Board’s consideration of feedback from our stockholders, our Board decided to increase its size to add a director with capital markets experience and to support a seamless transition in advance of the anticipated retirement of a Board member.Mr. D’Antoni.

At the Governance Committee’s direction, we retained Heidrick & Struggles International, Inc., an independent third-party search firm, to assist us in the process of identifying a new Board member with significant capital markets experience coupled with the highest standards of personal and professional integrity. A search committee appointed by our Board, which was composed of the Chair of the Governance Committee, a member of the Governance Committee and a member of the Audit Committee, interviewed several candidates submitted by Heidrick & Struggles. Based upon Mr. Reece’s qualifications and independence, the search committee recommended to the Governance Committee that our Board be expanded to nine members, appoint Mr. Reece as a Class I director and nominate him to stand for election at our Annual Meeting.2019 annual meeting of stockholders. Our Board appointed Mr. Reece as a director on March 6, 2019, and he is standing for electionwas elected by stockholders at our Annual Meeting.2019 annual meeting of stockholders.

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. 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 9900 West 109^th Street, Suite 100, Overland Park, Kansas 66210, Attn: Secretary.

Stockholders who wish to nominate candidates for election at our 20202021 annual meeting of stockholders must deliver a stockholder’s notice with the information required by our Bylaws between January 10, 202014, 2021 and February 9, 2020.13, 2021. However, if the 20202021 annual meeting is held more than 30 days before or after the anniversary of the 20192020 annual meeting, then, to be timely, the stockholder’s notice must be delivered not earlier than the close of business on the 120^th day prior to the 20202021 annual meeting and not later than the close of business on the 90^thday prior to the 20202021 annual meeting or, if later, the 10^thday following the day on which we first make a public announcement of the date of such meeting.

In addition, our Bylaws 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 for 20202021 Annual Meeting.”

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 or is near 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).

Thisnon-employee director compensation is paid in quarterly installments, is prorated based on the relevant dates of service and is paid pursuant to ourNon-Employee Director Compensation Policy. In addition, upon histhe appointment of Mr. Crutchfield as CEO and Mr. Grant assuming the role ofNon-Executive Chairman of the Board on November 17, 2018,in May 2019, Mr. Grant received aone-time award of 8,0007,500 deferred stock units (“DSUs”).

The following table summarizes the total compensation paid to or earned bynon-employee directors for 2018.2019.

20182019NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information provided to us with respect to beneficial ownership of shares of our common stock as of March 11, 20194, 2020 (except where another date is indicated) for (i) each person who is known by us to own beneficially more than 5% of our outstanding shares of common stock, (ii) each current director and nominee for director, (iii) each NEO, and (iv) all our current directors and executive officers as a group.

*  Each having less than 1% of our issued and outstanding common stock.

(1)  For purposes of this table, information as to the percentage of shares beneficially owned is calculated based on 33,873,83633,892,068 shares of our common stock outstanding on March 11, 2019,4, 2020, except that the ownership percentages shown for owners of more than 5% of our common stock are based on the respective Schedule 13G and 13G/A Information Statements for December 31, 2018.2019. The amounts and percentages of common stock beneficially owned are reported as determined by SEC rules and include voting or investment power with respect to the shares on the basis of SEC rules governing the determination of beneficial ownership of securities. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

(2)  Based on a Schedule 13G/A Information Statement filed by BlackRock, Inc. on January 24, 2019February 4, 2020 for December 31, 2018,2019, disclosing that BlackRock, Inc. has sole voting power over 3,922,5683,906,303 shares of our common stock, shared voting power over 0 shares of our common stock, sole

dispositive power over 3,906,303 shares of our common stock and soleshared dispositive power over 3,922,5680 shares of our common