COMPASS MINERALS INTERNATIONAL INC

A. Definitions

As used in this Stipulation and in any Exhibits attached hereto and made a part hereof, the following terms have the meanings specified below:

1.1. “Compass” or the “Company” means Compass Minerals International, Inc. and any of its predecessors, affiliates, or subsidiaries.

1.2. “Court” means the United States District Court for the District of Kansas.

1.3. “Current Compass Stockholders” means all record and beneficial owners of Compass common stock and the representatives, trustees, executors, heirs, administrators, transferees, agents, successors, or assigns of all such owners, immediate or remote, in each case solely in their capacities as stockholders of Compass, who own Compass stock as of the date of the execution of this Stipulation and continue to hold their Compass stock as of the date of the Settlement Hearing.

1.4. “Defendants” means the Individual Defendants and nominal defendant, Compass.

1.5. “Defendants’ Counsel” means Cleary Gottlieb Steen & Hamilton LLP and Husch Blackwell LLP.

1.6. “Derivative Actions” means the Stein Action and the Morelli Action, collectively.

1.7. “Effective Date” means the first date by which all of the events specified in ¶ 5.1 of this Stipulation have been met and have occurred.

1.8. “Fee and Expense Amount” means the agreed-to amount of $1,400,000 to be paid by the Individual Defendants’ Insurers to Plaintiffs’ Counsel for their attorneys’ fees and expense reimbursement, subject to ¶ 3.1 and Court approval.

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1.9. “Final” means, with respect to any order or Judgment of the Court, that such order or Judgment represents a final and binding determination of all issues within its scope and has not been reversed, vacated, or modified in any way and is no longer subject to appellate review, either because of disposition on appeal and conclusion of the appellate process or because of passage, without action, of time for seeking appellate review. Without limitation, an order or Judgment becomes Final when either: (a) no appeal therefrom has been filed and the time has passed for any notice of appeal to be timely filed therefrom; or (b) an appeal from the Judgment or order has been filed and either: (i) the court of appeals has either affirmed the order or Judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed; or (ii) a higher court has granted further appellate review and that court has either affirmed the underlying order or Judgment or affirmed the court of appeals’ decision affirming the Judgment or dismissing the appeal. For purposes of this paragraph, an “appeal” shall include any motion for reconsideration or petition for a writ ofcertiorarior other writ that may be filed in connection with approval or disapproval of this Settlement. Any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to: (a) attorneys’ fees, costs, or expenses; or (b) the approval of payment of Service Awards (defined herein at ¶ 3.3) to Plaintiffs, shall not in any way delay, affect, or preclude the time set forth above for the Judgment to become Final, or otherwise preclude the Judgment from becoming Final.

1.10. “Individual Defendants” means Kevin S. Crutchfield, Richard P. Dealy, Edward C. Dowling, Jr., Eric Ford, Gareth Joyce, Melissa M. Miller, Joseph E. Reece, Lori A. Walker, Paul

L. Fischer, Richard S. Grant, David J. D’Antoni, and Allan R. Rothwell.

1.11. “Insurers” means the Defendants’ insurance carriers and includes their respective

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reinsurers.

1.12. “Judgment” means the proposed Order and Final Judgment to be entered by the Court approving the Settlement, substantially in the form attached hereto as Exhibit E, or in such other form as may be approved in writing by all of the Parties acting by and through their respective counsel of record.

1.13. “Long Form Notice” means the Notice of Pendency and Proposed Settlement of Derivative Actions, a proposed version of which is submitted to the Court for approval and attached hereto as Exhibit C.

1.14. “Morelli Action” means Morelli v. Malecha et al., 24-cv-2495-EFM-ADM (D.

Kan.).

1.15. “Notice” means the Long Form Notice and Summary Notice (defined in ¶ 1.31), collectively.

1.16. “Parties” means Plaintiffs, Individual Defendants, and Compass.

1.17. “Person(s)” means an individual, corporation (including all divisions and subsidiaries), limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, limited liability company, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, beneficiaries, trustees, transferees, executors, administrators, predecessors, successors, representatives, or assigns.

1.18. “Plaintiffs” means Shiva Stein and Fabrizio Morelli.

1.19. “Plaintiffs’ Counsel” means (i) Rigrodsky Law, P.A.; and (ii) The Brown Law Firm, P.C.

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1.20. “Preliminary Approval Order” means the order, substantially in the form attached hereto as Exhibit B, preliminarily approving the Settlement and the form and manner of Notice to be provided to Current Compass Stockholders, and setting a date for the Settlement Hearing (defined in ¶ 1.29).

1.21. “Reforms” means the Board’s adoption or agreement to adopt certain changes to its corporate governance practices, policies and procedures, internal controls and Board composition, as set forth in Exhibit A hereto and Section II(B)infra.

1.22. “Related Persons” means each Parties’ past or present directors, officers, employees, partners, members, principals, agents, attorneys, Insurers, legal representatives, predecessors, successors, parents, subsidiaries, divisions, spouses, heirs, executors, administrators, related or affiliated entities, assignees, and assigns.

1.23. “Released Claims” collectively means any and all manner of claims of relief, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for compensatory damages, punitive damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, liability or relief, monetary, injunctive, or otherwise), whether based on federal, state, local, foreign, international, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, pleaded or unpleaded, known or unknown, suspected or unsuspected (including Unknown Claims), arising out of or related to any of the claims that have been or could have been asserted in the Derivative Actions, or in any other forum by the Plaintiffs, the Defendants, or any Current Compass Stockholders derivatively on behalf of Compass, against the Released Persons that arise out of or relate to or in connection with the facts, allegations, transactions, events, matters, occurrences, acts, disclosures, statements, representations, omissions

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or failures to act which were alleged in the Derivative Actions or otherwise based on the same set of operative facts as alleged in the Derivative Actions, and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with the prosecution, defense, settlement or resolution of the Derivative Actions against the Released Persons, except for (i) any claims related to the enforcement of the Settlement; (ii) any securities fraud claims by a class member pursuant to the approved plan of allocation in the Securities Class Action; and (iii) any claims by the Individual Defendants or any insured to enforce their rights relating to insurance coverage, indemnification, or under any contract.

1.24. “Released Persons” means each and all of the Defendants and/or any and all of their Related Persons.

1.25. “Releases” means the releases set forth in ¶¶ 2.3-2.5 infra.

1.26. “Relevant Period” means the period between October 31, 2017 and October 21,

2022, inclusive.

1.27. “Securities Class Action” means Local 295 IBT Employer Group Welfare Fund v.

Compass Minerals International, Inc. et al., 22-cv-2432-EFM-ADM (D. Kan.).

1.28. “Settlement” means the settlement and compromise of the Derivative Actions as provided for in this Stipulation.

1.29. “Settlement Hearing” means the hearing or hearings at which the Court will review the adequacy, fairness, and reasonableness of the Settlement, and whether the payment of the agreed-to Fee and Expense Amount and the Service Awards (as defined in ¶ 3.1 infra) for Plaintiffs to be drawn therefrom should be approved.

1.30. “Stein Action” means Stein v. Crutchfield et al., Lead Case No. 23-cv-2038-EFM- ADM (D. Kan.).

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1.31. “Summary Notice” means the Summary Notice of Proposed Settlement of Derivative Actions, a proposed version of which is submitted to the Court for approval and attached hereto as Exhibit D.

1.32. “Unknown Claims” means any Released Claim which any Plaintiff, Defendant, or Current Compass Stockholder does not know or suspect to exist in his, her or its favor at the time of the release of the Released Claims, including without limitation claims which, if known by him, her or it, might have affected his, her or its decision to enter into the Settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Parties shall expressly waive and relinquish, and each of the Current Compass Stockholders shall be deemed to have and by operation of the Judgment shall have expressly waived and relinquished to the fullest extent permitted by law, the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Section 1542 of the California Civil

Code:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.