DEF 14A of Freeport-Mcmoran Inc
Filed Apr 26, 2024 · FY20230001193125-24-116028
Director Nominee Overview
Director Nominee Overview
Director Nominee Overview
| | David P. Abney, 68 Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. | | Richard C. Adkerson, 77 Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.* | | Marcela E. Donadio, 69 Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP | | Tenure: 3.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: A, Cc | | Tenure: 17.5 years Other Public Boards: None Committees: None | | Tenure: 2.7 years Other Public Boards: Marathon Oil Corporation, Norfolk Southern Corporation, NOV Inc. Committees: A, G | | | | Robert W. Dudley, 68 Retired Group Chief Executive of BP, p.l.c. | | Hugh Grant, 66 Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company | | Lydia H. Kennard, 69 President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions | | Tenure: 3.0 years Other Public Boards: LyondellBasell Industries N.V. Committees: G, R | | Tenure: 2.4 years Other Public Boards: Linde plc Committees: C | | Tenure: 10.3 years Other Public Boards: AECOM, Prologis, Inc., Vulcan Materials Company Committees: Gc, R | | | | Ryan M. Lance, 61 Chairman and Chief Executive Officer of ConocoPhillips | | Sara Grootwassink Lewis, 56 Retired Chief Executive Officer of Lewis Corporate Advisors | | Dustan E. McCoy, 74 Retired Chairman and CEO of Brunswick Corporation Lead Independent Director | | Tenure: 2.5 years Other Public Boards: ConocoPhillips Committees: R | | Tenure: 2.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A | | Tenure: 17.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C | | | | Kathleen L. Quirk, 60 President of Freeport- McMoRan Inc.* | | John J. Stephens, 64 Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. | | Frances Fragos Townsend, 62 Founder of Frances Fragos Townsend, LLC | | Tenure: 1.2 years Other Public Boards: Vulcan Materials Company Committees: None | | Tenure: 4.5 years Other Public Boards: Solid Power, Inc. Committees: Ac | | Tenure: 10.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc | |
Director Nominee Overview
| Committee Key: A Audit C Compensation G Governance R Corporate Responsibility c Chair | | Independent Director |
Director Nominee Overview
*Effective as of the annual meeting, Ms. Quirk will succeed Mr. Adkerson as Chief Executive Officer and Mr. Adkerson will continue to serve as Chairman of the Board of Freeport-McMoRan Inc.
Director Nominee Overview
| 6 | Freeport |
Director Nominee Overview
| Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is appropriately balanced between short- and long-term incentives. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 90% of our chief executive officer’s (CEO) target direct compensation for 2023, with 72% of his total target compensation being based on measurable performance objectives. 2023 CEO Target Compensation Mix | | | | The board recommends that you vote FOR Proposal No. 2. Page 37 | | Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024 In February 2024, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2024. The audit committee and the board of directors (board) believe that the continued retention of Ernst & Young to serve as the company’s independent registered public accounting firm is in the best interests of the company and its stockholders. | The board recommends that you vote FOR Proposal No. 3. Page 69 | | Proposal No. 4 – Approval of the Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation Delaware recently amended Section 102(b)(7) of the Delaware General Corporation Law (DGCL) to allow a Delaware corporation to include a provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. We are asking our stockholders to approve an amendment to our amended and restated certificate of incorporation (certificate of incorporation) to provide for such officer exculpation, similar to our existing ability to exculpate our directors. | The board recommends that you vote FOR Proposal No. 4. Page 72 |
Director Nominee Overview
| 2024 Proxy Statement | 7 |
Vote Required to Elect Director Nominees
Vote Required to Elect Director Nominees Under our by-laws, in uncontested elections, directors are elected by a majority of the votes cast, meaning a candidate for director is elected if the votes in favor of his or her election exceed the votes against his or her election. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, meaning that the director nominees who receive the most votes will be elected. In an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election will be required to promptly tender his or her resignation to the board. The governance committee will recommend to the board whether to accept or reject the tendered resignation. The board will act on the governance committee’s recommendation and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation. In addition, if each member of the governance committee fails to be elected at the same election, the independent directors who were elected will appoint a committee to consider the tendered resignations and recommend to the board whether to accept or reject them. Any vacancies on the board may be filled by a majority of the directors then in office, with such directors holding office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or retirement. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The persons named as proxies on the proxy card intend to vote your proxy for the election of each director nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the board, or the board may reduce its size. See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information about voting procedures.
Vote Required to Elect Director Nominees
| 2024 Proxy Statement | 13 |
Board Qualifications, Attributes, Skills and Experience
Board Qualifications, Attributes, Skills and Experience Our board believes that it is desirable that the following qualifications, attributes, skills and experience are represented on our board because of their particular relevance to our business.
Board Qualifications, Attributes, Skills and Experience
| Experience, Qualifications, Attributes and Skills | | Why Is This Important to FCX? | Directors with This Experience, Qualification, Attribute or Skill | | | Natural resources, mining, commodities industry experience | Natural resources, mining, commodities or other extractives industry experience assists the board in understanding business considerations relevant to our global activities, including operational matters and requirements, strategic planning, key risks and competitive environment. | 7 of 12 | | | CEO experience | Directors with CEO experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on organizations, processes, strategic planning, risk and risk management, maintaining effective, sustainable and safe operations, and driving growth in order to achieve our strategic goals. | 7 of 12 | | | International business/global affairs | Experience in international business/global affairs or experience related to global economic trends yields an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business and strategy and enhances our global operations. | 11 of 12 | | | Accounting/ financial expertise | Experience as an accountant, auditor, financial advisor or other similar experience is critical to oversight of the preparation and audit of our financial statements and compliance with related regulatory requirements and standards. We aim to have several directors who could qualify as audit committee financial experts (as defined by SEC rules). | 7 of 12 | | | Sustainability/ESG | Experience advancing and implementing sustainability and ESG strategy and programs supports our responsible production commitments and risk management, including prioritizing the health, safety and well-being of our workforce and host communities where we operate, strengthening our environmental programs, including our commitment to reducing our GHG emissions and enhancing the climate resilience of our business operations, respecting human rights in all of our business practices, and attracting, developing and retaining employees, among other environmental and social priorities. | 9 of 12 | | | Capital markets/ banking | Experience overseeing capital markets and banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the company’s design and implementation of financing and capital allocation strategies. | 9 of 12 | | | Government/legal | Government relations, legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our company and our industry. | 12 of 12 | | | Public company board experience | Directors who serve or have served on the boards and board committees of public companies demonstrate a deep understanding of risk oversight, succession planning, corporate governance standards and best practices of public company boards and board committees. | 12 of 12 |
Board Qualifications, Attributes, Skills and Experience
| 14 | Freeport |
Director Skills and Demographics Matrix
Director Skills and Demographics Matrix Our director nominees represent a range of overall experience and tenures, which contributes to a variety of perspectives and facilitates an effective balance of institutional knowledge and fresh viewpoints and expertise in the boardroom. Our industry and strategic initiatives often have prolonged lifecycles, and it is therefore helpful to have seasoned directors who are familiar with our company, can draw on past experience and share these insights with newer directors. We believe this balanced composition across skills and tenures is in the best interest of our company and our stockholders. Our governance committee remains committed to an ongoing review of the board’s composition to ensure that we continue to have the right mix of skills, background, diversity and tenure to position the company for long-term success.
Director Skills and Demographics Matrix
| | | | | | | | | | | | | | | | Experience, Qualifications and Skills | | | | | | | | | | | | | | | | Natural resources, mining, commodities industry experience | | ● | ● | ● | ● | | ● | | ● | ● | | | | | CEO experience | ● | ● | | ● | ● | ● | ● | | ● | | | | | | International business/global affairs | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | | Accounting/financial expertise | ● | ● | ● | | | ● | | ● | | ● | ● | | | | Sustainability/ESG | ● | ● | | ● | ● | ● | ● | | ● | ● | | ● | | | Capital markets/banking | ● | ● | | ● | ● | | ● | ● | ● | ● | ● | | | | Government/legal | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Public company board experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Demographics | | | | | | | | | | | | | | | Tenure (Years) | | 3.0 | 17.5 | 2.7 | 3.0 | 2.4 | 10.3 | 2.5 | 2.7 | 17.1 | 1.2 | 4.5 | 10.3 | | Age (Years) | | 68 | 77 | 69 | 68 | 66 | 69 | 61 | 56 | 74 | 60 | 64 | 62 | | Gender (Male/Female) | | M | M | F | M | M | F | M | F | M | F | M | F | | Race/Ethnicity | | | | | | | | | | | | | | | African American/Black (Not Hispanic or Latino) | | | | | | | ● | | | | | | | | Hispanic or Latino | | | | ● | | | | | | | | | | | White (Not Hispanic or Latino) | | ● | ● | | ● | ● | | ● | ● | ● | ● | ● | ● |
Director Skills and Demographics Matrix
| 2024 Proxy Statement | 15 |
Information About Director Nominees
Information About Director Nominees Included below is certain information as of the record date, April 15, 2024, with respect to the director nominees, including information regarding key business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes and skills that led the governance committee and the board to determine that such person should be nominated at our 2024 annual meeting of stockholders to serve as a director of the company.
Information About Director Nominees
| | David P. Abney Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. | | | | | Independent Age 68 Director since 2021 Committees § Audit § Compensation (Chair) | Current Public Company Directorships § Northrop Grumman Corporation § Target Corporation | Former Public Company Directorships § Macy’s Inc. § United Parcel Service, Inc. |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Executive leadership experience as former Chairman and CEO of a complex global enterprise with a large, labor-intensive workforce |
Skills and Qualifications
| § Expertise in international operations, global logistics and supply chain resilience as well as broad experience with human capital management, including inclusion and diversity, leading global teams and overseeing sustainability driven change, including the transition to emerging technologies |
Skills and Qualifications
| § Public company board experience as well as nonprofit leadership experience, including on the board of directors of Catalyst, a global nonprofit working to advance women into senior leadership and board positions |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S. in Business Administration from Delta State University |
Education and Professional Credentials
| | Richard C. Adkerson Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.* Age 77 Director since 2006 *Effective as of the annual meeting, Ms. Quirk will succeed Mr. Adkerson as Chief Executive Officer and Mr. Adkerson will continue to serve as Chairman of the Board of Freeport-McMoRan Inc. |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Recognized business leader in the mining industry, with decades of industry and operational experience, a vision for the company’s long-term strategy, connectivity to our global workforce, and strong relationships with our stakeholders |
Skills and Qualifications
| § Current member and former Chair of the International Council on Mining and Metals from 2008 to 2011 and 2020 to 2022; previously served on the Executive Board of the International Copper Association |
Skills and Qualifications
| § Member of The Business Council, the Business Roundtable and the Council on Foreign Relations |
Business Experience
Business Experience
Business Experience
| § B.S. in Accounting with highest honors and M.B.A. from Mississippi State University and completed Advanced Management Program at Harvard Business School |
Business Experience
| 16 | Freeport |
Business Experience
| | Marcela E. Donadio Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP | | | | Independent Age 69 Director since 2021 Committees § Audit § Governance | Current Public Company Directorships § Marathon Oil Corporation (Lead Independent Director) § Norfolk Southern Corporation § NOV Inc. |
Business Experience
| § Over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry |
Business Experience
| § Comprehensive knowledge of public company financial reporting regulations and compliance requirements and a deep understanding of the strategic issues affecting companies in the extractives industry |
Business Experience
| § Experienced audit partner for multiple companies with domestic and international operations in the natural resources sector; held various energy industry leadership positions during her career |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S. in Accounting from Louisiana State University and a Certified Public Accountant (Texas) |
Education and Professional Credentials
| | Robert W. Dudley Retired Group Chief Executive of BP, p.l.c. | | | | | Independent Age 68 Director since 2021 Committees § Governance § Corporate Responsibility | Current Public Company Directorships § LyondellBasell Industries N.V. | Former Public Company Directorships § BP, p.l.c. |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Over 40 years of executive and business experience serving in a broad range of engineering, commercial, strategic, international and executive roles, including leadership role in advancing BP’s decarbonization plans and other key sustainability initiatives |
Skills and Qualifications
| § Extractives industry experience, expertise in complex strategic issues and cybersecurity oversight experience |
Skills and Qualifications
| § Chairman of the Board of Axio, a leading SaaS provider of cyber risk management and quantification solutions, director of 8 Rivers Capital LLC, a private firm leading the invention and commercialization of sustainable, infrastructure-scale technologies for the global energy transition, and Chairman of Prism Global Management LLC, a private equity company |
Skills and Qualifications
| § Chairman of the Oil and Gas Climate Change Initiative (since 2016), a CEO-led initiative that aims to accelerate the oil and gas industry’s response to climate change, Chair of the Accenture Global Energy Board and fellow of the Royal Academy of Engineering |
Business Experience
Business Experience
Business Experience
| § B.S. in Chemical Engineering from the University of Illinois, MIM from the Thunderbird School of Global Management (now part of Arizona State University) and M.B.A. from Southern Methodist University |
Business Experience
| 2024 Proxy Statement | 17 |
Business Experience
| | Hugh Grant Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company | | | | | Independent Age 66 Director since 2021 Committees § Compensation | Current Public Company Directorships § Linde plc | Former Public Company Directorships § PPG Industries, Inc. |
Business Experience
| § As Chairman, President and CEO of Monsanto, he led the company’s strategic transition to become a pioneer in agriculture biotechnology; he and the company were recognized by numerous groups for innovation, sustainability and business leadership during his tenure |
Business Experience
| § Significant executive leadership, corporate governance (including previous service as Independent Lead Director of PPG Industries, Inc.), managerial, operational, international, distribution and technology expertise |
Business Experience
| § Director of Invaio Sciences, Inc., a private technology company focused on unlocking the potential of the planet’s interdependent natural systems to address pressing agricultural, sustainability and environmental challenges |
Business Experience
| § Director of CIBO Technologies, a private company that applies advanced technologies to deliver a deep understanding of agricultural systems to help mitigate climate change, advance food system resilience and improve grower outcomes through driving the adoption of sustainable practices |
Business Experience
| § Member of the American Academy of Arts & Sciences |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S. (Honors) in Molecular Biology and Agricultural Zoology from Glasgow University, Post Graduate Diploma in Agriculture from Edinburgh University and M.B.A. from the International Management Centre in Buckingham, United Kingdom |
Education and Professional Credentials
| | Lydia H. Kennard President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions | | | | | Independent Age 69 Director since 2013 Committees § Corporate Responsibility § Governance (Chair) | Current Public Company Directorships § AECOM § Prologis, Inc. § Vulcan Materials Company | Former Public Company Directorships § Healthpeak Properties, Inc |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Over 40 years of executive and operational experience in aviation, construction management and real estate development |
Skills and Qualifications
| § Deep understanding of operational requirements and corporate governance matters |
Skills and Qualifications
| § Significant public company board experience |
Skills and Qualifications
| § Experience in environmental management and pollution control matters through her former involvement with the California Air Resources Board |
Skills and Qualifications
| § Named one of Board Prospects, Inc.’s 2024 100 Black Board Members Making a Difference |
Business Experience
Business Experience
Business Experience
| § B.A. in Urban Planning and Management from Stanford University, Master in City Planning from Massachusetts Institute of Technology and J.D. from Harvard Law School |
Business Experience
| 18 | Freeport |
Business Experience
| | Ryan M. Lance Chairman and Chief Executive Officer of ConocoPhillips | | | | Independent Age 61 Director since 2021 Committees § Corporate Responsibility | Current Public Company Directorships § ConocoPhillips |
Business Experience
| § Over 37 years of executive and operational experience in the oil and natural gas industry; leadership role in developing and advancing ConocoPhillips’ growth and development plans, decarbonization plans and other key sustainability initiatives |
Business Experience
| § Extensive experience in international exploration and production, including regional responsibility at various times for Asia, Africa, the Middle East and North America, and responsibility for technology, major projects, downstream strategy, integration and specialty functions |
Business Experience
| § Former Chairman of the American Petroleum Institute and currently serves on its Executive Committee; Vice Chair of National Petroleum Council |
Business Experience
| § Member of the board of directors of the Business Roundtable, member of The Business Council and serves as a trustee of the National Fish and Wildlife Foundation |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S. in Petroleum Engineering from Montana Technological University |
Education and Professional Credentials
| | Sara Grootwassink Lewis Retired Chief Executive Officer of Lewis Corporate Advisors | | | | | Independent Age 56 Director since 2021 Committees § Audit | Current Public Company Directorships § Healthpeak Properties, Inc. § Weyerhaeuser Company | Former Public Company Directorships § Sun Life Financial Inc. |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Over 30 years of executive leadership, accounting, corporate finance and capital markets experience |
Skills and Qualifications
| § 20 years of extensive public company board experience |
Skills and Qualifications
| § Serves on the board of trustees of the Brookings Institution (member of Executive Committee and Chair of Governance Studies Council), the Leadership Board for the U.S. Chamber of Commerce Center for Capital Markets Competitiveness, and the Audit Committee Council of the Center for Audit Quality |
Skills and Qualifications
| § Board Leadership Fellow and delegate for the Advisory Council for Risk Oversight for the National Association of Corporate Directors (NACD) (since 2012) and an NACD 100 Honoree; former member of the Public Company Accounting Oversight Board Standing Advisory Group (2015-2017) |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S. in Finance from the University of Illinois at Urbana-Champaign, a Certified Public Accountant (Illinois) and a Chartered Financial Analyst |
Education and Professional Credentials
| § Earned the CERT certificate in Cybersecurity Oversight from Carnegie Mellon University and the NACD, demonstrating her commitment to advanced understanding of the role of the board and management in cybersecurity oversight |
Education and Professional Credentials
| 2024 Proxy Statement | 19 |
Education and Professional Credentials
| | Dustan E. McCoy, Lead Independent Director Retired Chairman and Chief Executive Officer of Brunswick Corporation | | | | Independent Age 74 Director since 2007 Committees § Compensation | Current Public Company Directorships § Louisiana-Pacific Corporation (Lead Independent Director) § YETI Holdings, Inc. |
Education and Professional Credentials
| § Executive leadership, management and extensive public company boardroom experience |
Education and Professional Credentials
| § Comprehensive experience with legal and compliance matters, corporate governance and disclosure matters and human capital management |
Education and Professional Credentials
| § Over 20 years of experience in the natural resources and extractives industry with Ashland Oil, Inc. and as Chairman of the Board of a private quarry business |
Education and Professional Credentials
| § Broad understanding of the operational, financial and strategic issues facing large global mining companies |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.A. in Political Science from Eastern Kentucky University and J.D. from Salmon P. Chase College of Law at Northern Kentucky University |
Education and Professional Credentials
| | Kathleen L. Quirk President of Freeport-McMoRan Inc.* | | | | Age 60 Director since 2023 | Current Public Company Directorships § Vulcan Materials Company | | | *Effective as of the annual meeting, Ms. Quirk will also assume the role of Chief Executive Officer of Freeport-McMoRan Inc. | |
Skills and Qualifications
Skills and Qualifications
Skills and Qualifications
| § Extensive knowledge of the mining industry and the company’s business operations, having over 30 years of experience in the FCX organization |
Skills and Qualifications
| § Senior member of the company’s executive team with extensive experience in the debt and equity markets, tax, stakeholder relations, corporate development, treasury management, and operational, governmental and regulatory matters |
Skills and Qualifications
| § Proven leader and a key long-term contributor in establishing FCX as a global leader in the copper industry |
Skills and Qualifications
| § Strong partner to FCX’s operational leaders and instrumental in the company’s strategic planning, with responsibility for a broad range of corporate functions |
Business Experience
Business Experience
Business Experience
| § B.S. in Accounting from Louisiana State University |
Business Experience
| 20 | Freeport |
Business Experience
| | John J. Stephens Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. | | | | Independent Age 64 Director since 2019 Committees § Audit (Chair) | Current Public Company Directorships § Solid Power, Inc. (Chairperson) |
Business Experience
| § Over 35 years of accounting and corporate finance expertise, including experience in matters of financial planning, corporate development, accounting and accounting policy, tax, auditing, treasury, investor relations, corporate real estate, business planning and financial, operational and regulatory reporting |
Business Experience
| § Senior leadership experience in the oversight of a large, publicly traded company and vast experience in financial and accounting matters, technology, international business and affairs, mergers, acquisitions and other major corporate transactions |
Business Experience
| § Experience in oversight of enterprise risk management in role as Audit Committee Chair of a large private food retailer |
Business Experience
Business Experience
Education and Professional Credentials
Education and Professional Credentials
Education and Professional Credentials
| § B.S.B.A. in Accounting from Rockhurst University and J.D. from St. Louis University School of Law |
Education and Professional Credentials
| | Frances Fragos Townsend Founder of Frances Fragos Townsend, LLC | | | | | Independent Age 62 Director since 2013 Committees § Corporate Responsibility (Chair) | Current Public Company Directorships § Chubb Limited § Leonardo DRS, Inc. (Lead Independent Director) | Former Public Company Directorships § Light & Wonder, Inc. (f/k/a Scientific Games Corporation) § SciPlay Corporation § The Western Union Company |
Director Compensation
Director Compensation
Director Compensation Philosophy
Director Compensation Philosophy We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the board. In setting director compensation, the board is guided by the following principles:
Director Compensation Philosophy
| Compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of work and responsibilities. | A significant portion of the total compensation should be paid in common stock to align directors’ interests with the long-term interests of our stockholders. | | Compensation should be in line with market practice to facilitate the attraction and retention of talented and diverse directors. | The structure of the compensation program should be simple and transparent. |
Process of Setting Director Compensation
Process of Setting Director Compensation The compensation committee has oversight of director compensation, including the authority to grant equity-based awards. The compensation committee conducts an annual review and assessment of all compensation, cash and equity-based, paid to our non-management directors under our director compensation program in light of the principles set forth under “Director Compensation Philosophy” above. In addition, the compensation committee seeks advice from the board’s independent compensation consultant at least every other year, or more often as needed, in connection with evaluating our director compensation program relative to relevant market data and formulating its recommendations to the full board. In December 2023, FW Cook, the committee’s independent compensation consultant, provided the compensation committee with a market review of non-management director remuneration practices and evaluated the company’s program in light of the review. FW Cook compared our practices to S&P 250 companies and to a reference group of 25 companies of comparable size to us in industries related to or adjacent to mining. Following the competitive review, the compensation committee and the board agreed to the following changes, which are intended to maintain the program’s competitiveness: (1) a $5,000 increase in the annual equity retainer (from $180,000 to $185,000), (2) a $5,000 increase to the annual retainer paid to each non-management director (from $125,000 to $130,000) and (3) a $5,000 increase to the additional retainer paid to the chair of each committee. These changes were effective beginning January 1, 2024. Prior to this review, the board had last approved changes to our non-management director compensation program effective January 1, 2022. In addition to the compensation committee’s oversight, our stockholders have placed a limit on the cash and equity compensation that may be paid to a non-management director each year. Under the terms of the 2016 Stock Incentive Plan, a limit of $750,000 per calendar year applies to the sum of all cash, equity-based awards (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes), and other compensation granted to each non-management director for services as a member of the board, although the maximum number of shares subject to equity-based awards that may be granted during a single fiscal year may not exceed $500,000 of such annual limit. Mr. Adkerson and Ms. Quirk do not receive any compensation for serving on our board, including in Mr. Adkerson’s capacity as chairman. The compensation Mr. Adkerson and Ms. Quirk receive for their service as executive officers is reflected in the “Executive Officer Compensation – Executive Compensation Tables – Summary Compensation Table.”
Process of Setting Director Compensation
| 34 | Freeport |
Director Compensation Table
Director Compensation Table The table below summarizes the total compensation paid to or earned by our non-management directors during 2023.
Director Compensation
Director Compensation
Director Compensation
| Name of Director | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | David P. Abney | $145,000 | $177,350 | n/a | $ — | $322,350 | | Marcela E. Donadio | 125,000 | 177,350 | n/a | — | 302,350 | | Robert W. Dudley | 125,000 | 177,350 | n/a | — | 302,350 | | Hugh Grant | 125,000 | 177,350 | n/a | — | 302,350 | | Lydia H. Kennard | 145,000 | 177,350 | n/a | — | 322,350 | | Ryan M. Lance | 125,000 | 177,350 | n/a | — | 302,350 | | Sara Grootwassink Lewis | 125,000 | 177,350 | n/a | — | 302,350 | | Dustan E. McCoy | 175,000 | 177,350 | — | 14,368 | 366,718 | | John J. Stephens | 150,000 | 177,350 | n/a | — | 327,350 | | Frances Fragos Townsend | 145,000 | 177,350 | n/a | — | 322,350 |
Director Compensation
| (1) Pursuant to previous elections, during 2023 each of Messrs. Grant and Stephens received an equivalent number of shares of our common stock in lieu of all or a portion of his annual fee. The amounts reflected in this column include the fees used to purchase shares of our common stock. |
Director Compensation
| (2) On June 1, 2023, each non-management director was granted 5,000 RSUs. Amounts reflect the aggregate grant date fair value of the RSUs, which are valued on the date of grant, or the previous trading day if no sales occur on that date, at the closing sale price per share of our common stock. |
Director Compensation
| (3) The following table sets forth the total number of outstanding RSUs (including vested but deferred RSUs for Messrs. Grant, McCoy and Stephens and Mses. Donadio, Lewis and Townsend) held by each non-management director as of December 31, 2023: |
Director Compensation
| Name of Director | RSUs | | David P. Abney | 5,000 | | Marcela E. Donadio | 9,500 | | Robert W. Dudley | 5,000 | | Hugh Grant | 9,500 | | Lydia H. Kennard | 5,000 | | Ryan M. Lance | 5,000 | | Sara Grootwassink Lewis | 9,500 | | Dustan E. McCoy | 82,100 | | John J. Stephens | 9,500 | | Frances Fragos Townsend | 18,900 |
Director Compensation
| (4) Represents a decrease in the actuarial present value of Mr. McCoy’s accumulated benefit under the revised retirement plan (a reduction of $8,337) as calculated in accordance with Item 402 of Regulation S-K. As noted above, the director retirement plan was terminated in 2008 for any future directors. |
Director Compensation
| (5) For Mr. McCoy, includes (a) $13,155 of interest credited on dividend equivalents on deferred RSUs during 2023 (beginning with RSU grants in 2015, interest credits on dividend equivalents are no longer provided) and (b) $1,213 representing the dollar value of life insurance premiums and the related tax reimbursement paid by the company pursuant to an arrangement assumed in 2007 in connection with our acquisition of Phelps Dodge. |
Director Compensation
| 36 | Freeport |
Executive Officer Compensation
| Executive Compensation Tables | 52 | | Summary Compensation Table | 52 | | 2023 All Other Compensation | 53 | | 2023 Grants of Plan-Based Awards | 53 | | Outstanding Equity Awards at December 31, 2023 | 54 | | 2023 Option Exercises and Stock Vested | 56 | | Nonqualified Deferred Compensation | 56 | | Pension Benefits | 57 | | Potential Payments Upon Termination or Change in Control | 58 | | CEO Pay Ratio | 62 | | Pay-Versus-Performance | 63 |
Leadership Transition in 2024
| § Effective on the date of the 2024 annual meeting, Ms. Quirk’s annual base salary will be increased to $1.4 million and her 2024 target award under our annual incentive program (AIP) will remain 150% of base salary, with such target percentage applied to her new base salary from the transition date through the remainder of the year. In addition, she will receive additional equity awards under our long-term incentive program (LTIP) with a target grant date value of $1.825 million. The incremental equity awards are intended to position Ms. Quirk’s compensation competitively with market references for CEO compensation. This incremental amount will be allocated as follows: (1) 75% to an award of performance share units (PSUs) measured against the same metrics and 3-year performance period used in our LTIP awards granted in February 2024, and (2) 25% to an award of restricted stock units (RSUs). Going forward, approximately 70% of Ms. Quirk’s target compensation is expected to be performance-based. |
Financial Performance
| § Share price performance exceeded peer group average |
2023 Target Compensation Focused on Performance
2023 Target Compensation Focused on Performance Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is balanced between short- and long-term incentives. The primary components of our executive compensation program, which we collectively refer to as our executives’ “direct compensation,” are (1) base salary, (2) annual incentive awards and (3) long-term incentive awards. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 90% of our CEO’s target direct compensation for 2023, with 72% of his total target compensation being based on measurable performance objectives.
2023 Outcomes Align with Performance
| Base Salary | The committee moderately increased the base salaries of each of our NEOs other than Mr. Adkerson, who received no increase. | | AIP | Based on level of achievement of the performance metrics, the AIP payout would have been 112.1% of target, but the committee exercised discretion to reduce the payout to 100% of target. | | LTIP | 2021-2023 PSUs paid out at 201.9% of target based on above-target ROI achievement and relative TSR positioning in the top three versus the performance peers. |
Compensation Governance and Best Practices
| We Are Committed To: | We Reject: | | ✓ Responding to Stockholder Feedback — we actively engage with our investors to understand our stockholders’ views and perspectives regarding our executive compensation program and incorporate feedback. ✓ Paying for Performance — a significant portion of target direct compensation for our executive officers (72% for our CEO in 2023) is at-risk and tied to company performance. ✓ Recouping Compensation in Certain Circumstances (i.e., Clawback Policies) — we may recover incentive awards paid based on restated financial statements under certain circumstances under our clawback policies, including our new clawback policy adopted in accordance with new NYSE listing standards mandated by the Dodd-Frank Act. ✓ Assessing Compensation Risks — we regularly assess the risk-reward balance of our compensation programs to mitigate risks. ✓ Engaging with Independent Advisors — we engage the services of an independent compensation consultant. ✓ Conducting an Annual Say-on-Pay Vote — we conduct an annual say-on-pay vote to allow our stockholders to express their views on our executive compensation program every year. ✓ Requiring Stock Ownership — we require our executive officers and directors to maintain ownership of our securities through our stock ownership guidelines, with each of Mr. Adkerson and Ms. Quirk required to maintain ownership equal to 6x his or her base salary. | ☓ Tax Gross-Ups — we do not provide any tax gross-ups to our executive officers. ☓ Single Trigger Vesting of Equity and Cash Payments — our company’s equity-based awards will only accelerate upon the recipient’s actual or constructive termination of employment within one year of a change in control; similarly, change in control cash payments will only be payable upon the recipient’s actual or constructive termination of employment within two or three years after a change in control, depending on the program. ☓ Hedging of Company Stock — we prohibit our executives and directors from entering into hedging arrangements with respect to our securities. ☓ Excessive Pledging of Company Stock — we limit the ability of our executives and directors to pledge our securities. |
Executive Compensation Philosophy
| Pay for performance by linking a significant portion of our executive officers’ pay to our long-term and short-term performance | Align compensation with the interests of stockholders and our business strategy and key priorities | | Discourage imprudent risk-taking by avoiding undue emphasis on any one metric or short-term goal | Provide a competitive level of compensation to retain key executive talent |
Principal Components of Executive Compensation in 2023
| COMPENSATION COMPONENT | CHARACTERISTICS | | | 2023 ACTIONS / RESULTS | | Base Salary | § Fixed cash compensation § Set at competitive levels and used to attract and retain talent | | | During 2023, the committee moderately increased the base salaries of each of our NEOs other than Mr. Adkerson, who received no increase. | | AIP | § Annual variable cash compensation based on pre-established performance metrics aligned with our strategic priorities for the year § Formula-driven plan using the following metrics (weighted as indicated) to determine target and earned awards: | | | Based on level of achievement of the performance metrics, the AIP payout would have been 112.1% of target, but the committee exercised discretion to reduce the payout to 100% of target, as discussed on page 45. | | | | FINANCIAL § Consolidated adjusted EBITDA | | | | | | OPERATIONAL § Copper sales § Gold sales § Consolidated unit net cash costs § Smelter project construction progress | | | | | | ESG § Safety – TRIR § Sustainability scorecard | | | | | § Annual cash awards capped at a multiple of base salary (target awards vary by NEO ranging from 125% to 175% of base salary; maximum for all - 175% of target) | | | | | LTIP | PSUs § Payable in shares of stock after a three-year performance period, all of which are at-risk based on performance measured by a combination of ROI and TSR relative to our performance peers § PSU payout range is 0% to 225% of target depending on achievement against the performance goals § Represent the largest component of our LTIP awards for our CEO (75%) and president (65%), and half for our other NEOs (50%) | | | 2021-2023 PSUs paid out at 201.9% of target, as discussed on page 47. | | | RSUs § Vest ratably over a three-year period following date of grant and provide retentive elements and alignment with stockholder interests | | | |
Annual Incentive Program
Annual Incentive Program Our AIP provides annual incentive opportunities for our executive officers. During 2023, all five of our NEOs participated in the AIP.
Annual Incentive Program
| How the overall design of the AIP supports our compensation philosophy and objectives: ✓ Provides short-term performance-based cash awards to our executive officers, each of whose performance has a significant impact on our operational success, financial stability, profitability and future growth. ✓ Measures pre-established financial and operational metrics reflecting our annual business goals and objectives, as well as objectively measured ESG metrics aligned with our commitment to safety and to sustainable and responsible copper mining for all stakeholders. ✓ Closely aligns management and stockholder interests by focusing management on operating efficiently and generating cash flows. |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023 The goal setting process is structured so that our AIP provides significant motivation to achieve our targeted results in current market conditions as communicated to our stockholders and the market. For our 2023 AIP, in February 2023 the committee established:
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| § Performance metrics and relative weightings designed to focus our executives’ efforts on the critical elements of the company’s strategic priorities for 2023 – production, cost and capital discipline, generating cash flows and alignment with key ESG commitments; |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| § Target goals under each metric consistent with the company’s disclosed plan for 2023 and rigorous in the context of our strategic priorities and expectations for 2023; and |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| § Target annual incentive awards for each NEO, expressed as a percentage of base salary: Mr. Adkerson – 175%; Ms. Quirk and Messrs. Higgins and Currault – 150%; and Ms. Robertson – 125%, with actual payouts ranging from 50% of target for threshold performance to 175% of target for maximum performance. |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
In setting annual target goals under each metric, the committee considers the company’s disclosed financial and operating outlook for the ensuing year as well as market conditions to ensure targets are rigorous in the context of our strategic priorities for the year. Mining is inherently a long-term business, and depending on where we are in the mining cycle for each operation and on current market conditions, certain of the target goals may be lower or higher than prior years’ targets.
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| 44 | Freeport |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
As reflected below, our performance during 2023 relative to the pre-established goals resulted in a payout of 112.1% of target. However, in light of the number of high-risk incidents and challenges in production that impacted 2023 bonus payouts to many of our employees under our non-executive bonus programs, management recommended, and the committee approved, a decrease in the AIP payout for our executives to 100% of the target award for 2023.
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| Performance Category | Performance Metrics | Threshold | Target | Maximum | Weighting | Weighted Payout as a % of Target | Link to Strategic Goals | | Financial 30% | Consolidated Adjusted EBITDA(1) ($ in billions) | | | | | 28.5% | Generate cash flows | | Operational 45% | Copper Sales (billion pounds) | | | | | 18.3% | Generate cash flows | | | Gold Sales (million ounces) | | | | | 7.5% | | | | Consolidated Unit Net Cash Costs ($/pound) | | | | | 9.8% | Operate efficiently and control production costs | | | Smelter Project Construction Progress | | | | | 7.8% | Aligns with key operational goals | | ESG 25% | Safety – TRIR(2) | | | | | 26.3% | Aligns with our highest priority–the safety of our people | | | Sustainability (Scorecard)(3) | | | | | 13.9% | Aligns with key ESG commitments | | | | Formulaic Performance Result Total | | | | 112.1% | | | | | Payout Approved by the Committee | | | | 100.0% | |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| (1) See Annex A for information regarding the methodology we use to measure certain of the financial and operational performance metrics, including a reconciliation and other information regarding our calculation of consolidated adjusted EBITDA. |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| (2) Our consolidated TRIR results for 2023 were positively impacted by the TRIR results at the Manyar smelter construction project, which reflected a significant number of hours safely worked by contractor personnel. |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| 2024 Proxy Statement | 45 |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| (3) For the 2023 sustainability component of the AIP, the committee evaluated the company’s sustainability performance relative to a scorecard containing pre-established quantitative and qualitative goals and metrics linked to our key ESG priorities for the year. References to PT-FI in our sustainability scorecard refer to the Grasberg operations. Elements of our sustainability scorecard (scored from 0.0 to 5.0 based on the level of achievement as determined by the committee) included: |
GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2023
| Performance Goals | 2023 Performance Metrics | | Copper Mark and Molybdenum Mark | § Maintain the Copper Mark at twelve awarded sites (including PT-FI which is expected to be awarded imminently) including recertification at Atlantic Copper, Miami, El Paso, Cerro Verde and El Abra § Maintain Molybdenum Mark at Climax and Henderson and achieve at Ft. Madison, Rotterdam and Stowmarket | | Climate | § Significantly advance discussions with Science Based Target initiative to develop a copper Sectoral Decarbonization Approach and/or advance verification process for 2030 GHG emissions reduction targets (Scope 1 and 2) § Demonstrate continued progress towards 2030 GHG emissions reduction targets (Americas and PT-FI intensity targets and Primary Molybdenum sites and Atlantic Copper absolute targets) § Complete feasibility study at PT-FI to evaluate replacing coal-fired power plant with new combined cycle power plant fueled by liquefied natural gas | | Tailings Management | § Complete Global Industry Standard on Tailings Management (Tailings Standard) conformance by August 2023 for storage facilities with “Extreme” or “Very High” consequence classification based on credible failure modes § Demonstrate continued progress towards implementation of the Tailings Standard for all other sites due in 2025 § Significantly advance updated consequence classification review for all sites designated below “Extreme” or “Very High” consequence classification | | Workforce | § Demonstrate continued progress towards global target of 15% female employees § Implement findings following our evaluation of personal protective equipment and global facilities for all our people; establish protocols and procedures for periodic evaluation of global facilities § Advance talent development to encompass inclusion and diversity training | | Human Rights | § Zero gross human rights violations at our operations by employees and contractors § Complete Human Rights Impact Assessment (HRIA) at PT-FI § Initiate and significantly advance HRIAs at Cerro Verde and the Manyar smelter project |
Long-Term Incentive Program
Long-Term Incentive Program
Long-Term Incentive Program
| How our LTIP awards support our compensation philosophy and objectives ✓ Variable component of target direct compensation intended to reward our executive officers for the company’s success in achieving sustained, long-term profitability. ✓ PSUs granted in February 2023 are earned based on achievement of three-year average ROI goals and relative TSR compared to our performance peers over a three-year performance period. This design directly links our executives’ earnings to our performance and stockholders’ returns. ✓ RSUs strengthen focus on stockholder returns and encourage executive ownership of our stock while also serving as an important retention tool. |
Long-Term Incentive Program
| 46 | Freeport |
GENERAL STRUCTURE OF THE LTIP FOR 2023
GENERAL STRUCTURE OF THE LTIP FOR 2023 For 2023, our LTIP for the NEOs consisted of grants of PSUs and RSUs. Each of our NEO’s total target LTIP grant date value (as described on page 39) was allocated as follows:
GENERAL STRUCTURE OF THE LTIP FOR 2023
| | | |
GENERAL STRUCTURE OF THE LTIP FOR 2023
PSUs granted in 2023 are payable in shares of common stock after a three-year performance period and are entirely at-risk based on performance measured against three-year average ROI goals set at the beginning of the performance period and a relative TSR modifier. The overall range of payout is between 0% to 225% of the target PSU award depending on achievement of the performance goals.
GENERAL STRUCTURE OF THE LTIP FOR 2023
| § Three-Year Average ROI Goals: For the 2023 PSUs, the committee established three-year average ROI target ranges for payout levels ranging from 0% to 200% of the target award as set forth in the table. Results that fall in between these levels will be calculated based on a sliding scale. In establishing the ROI targets, the committee considered ROI forecasts at the time based on copper pricing models. The committee believes these ROI goals are rigorous and motivating to participants, and support alignment between company performance and stockholders’ interests. |
GENERAL STRUCTURE OF THE LTIP FOR 2023
| § TSR Modifier: For 2023, the TSR modifier may increase or decrease the payout by up to 25% based on our TSR over the performance period compared to the TSR of the eight-company performance peer group listed on page 48. |
GENERAL STRUCTURE OF THE LTIP FOR 2023
RSUs vest ratably over a three-year period following date of grant.
GENERAL STRUCTURE OF THE LTIP FOR 2023
| Three-Year Average ROI* | Target PSU Payout | | <6% | 0% | | 6% | 50% | | 9% | 80% | | 13-20% | 100% | | 24% | 120% | | 35% | 200% |
GENERAL STRUCTURE OF THE LTIP FOR 2023
| *See | Annex A for information regarding the methodology we use to calculate ROI. |
GENERAL STRUCTURE OF THE LTIP FOR 2023
| FCX TSR Rank | Impact on payout | | 1-3 | +25% | | 4-6 | No Change | | 7-9 | -25% |
SETTLEMENT OF 2021-2023 PSU AWARD
SETTLEMENT OF 2021-2023 PSU AWARD In February 2024, the committee certified the results of the PSUs granted in 2021 to Mr. Adkerson and Ms. Quirk, our only NEOs who were executive officers at the time. These PSUs had a three-year performance period ending December 31, 2023, with vesting and payout based on performance measured against three-year average ROI goals and a relative TSR modifier based on the company’s TSR compared to the TSR of our performance peer group (described on page 48). Because our TSR ranked 3rd relative to our peer group, the payout percentage was increased by 25%, resulting in these executives earning 201.9% of their target PSUs from 2021, as follows:
SETTLEMENT OF 2021-2023 PSU AWARD
| Grant Date | Three-Year Performance Period | Target Average ROI | | | 3-Year Average ROI | % Earned Before TSR | TSR Peer Ranking | Award% Earned | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | | | February 2, 2021 | 2021-2023 | 6% | 10-20% | 30% | 27.69% | 176.9% | 3rd | 201.9% |
SETTLEMENT OF 2021-2023 PSU AWARD
| 2024 Proxy Statement | 47 |
PSU PERFORMANCE PEER GROUP
PSU PERFORMANCE PEER GROUP The committee uses the following mining-focused peer group to compare our TSR performance for purposes of the PSUs:
PSU PERFORMANCE PEER GROUP
| Anglo American plc Antofagasta plc BHP Group Limited Glencore plc | Rio Tinto plc Southern Copper Corporation Teck Resources Limited Vale S.A. |
Post-Termination Compensation
Post-Termination Compensation In addition to the compensation received by our executive officers during 2023 and the benefits under our tax-qualified defined contribution plans, which we provide to all qualified employees, we also provide certain post-employment benefits to our executive officers, including a nonqualified defined contribution plan, as well as supplemental retirement plans and change in control and severance benefits.
Change in Control and Severance Benefits
Change in Control and Severance Benefits We maintain an executive change in control severance plan for eligible members of senior management, including Messrs. Adkerson, Higgins and Currault, and Ms. Robertson. In addition, Ms. Quirk’s employment agreement provides her with contractual protections in the event of certain terminations of employment outside of the change in control context, as well as in connection with a change in control. We believe that severance protections, particularly in connection with a change in control transaction, can play a valuable role in attracting and retaining key executive officers by providing protections commonly provided in the market. In addition, we believe these benefits also serve the company’s and stockholders’ interests by promoting a continuity of management in the context of an actual or threatened change in control transaction. The existence of these arrangements does not impact our decisions regarding other components of our executive compensation program, although we consider these severance protections an important part of our executives’ compensation packages. We also do not believe our executive officers should be entitled to receive cash severance benefits merely because a change in control transaction occurs. The payment of cash severance benefits is only triggered by an actual or constructive termination of employment following a change in control (i.e., a “double trigger”). In addition, our LTIP awards granted to all employees, including the PSUs, RSUs and stock options granted to our executives, provide for accelerated vesting of the award following a change in control only if the recipient also experiences an actual or constructive termination of employment within one year after a change in control. We do not provide excise tax gross-up protections under any change in control arrangements with our executive officers. For more information regarding these benefits, see the section titled “Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.”
Peer Group
Peer Group The committee has used a mining company peer group, substantially comprised of non-US based companies, to compare our TSR performance for purposes of the PSUs (see list on page 48). However, the committee and FW Cook do not believe the mining company peers are appropriate for compensation comparisons for the following reasons: (1) international companies have significantly different pay structures than U.S. based companies, and (2) international companies have different reporting requirements, making it difficult to obtain comparable data. Accordingly, when performing its market assessment used to inform our 2023 executive compensation program and pay levels, the committee and FW Cook considered executive compensation data from the S&P 250.
Equity Grant Timing Practices
Equity Grant Timing Practices The committee’s policy is to make annual equity awards under our LTIP at its first meeting of the year, which is usually held in early February following our fourth quarter earnings release. This meeting is scheduled approximately 24 months in advance and targeted to fall within the window period following the release of the company’s earnings for the fourth quarter of the previous year. To the extent the committee approves any out-of-cycle awards at other times during the year, such awards will be made during an open window period during which our executive officers and directors are generally permitted to trade company securities as long as they are not in possession of material nonpublic information regarding the company. The terms of our stock incentive plan provide that the exercise price of each stock option cannot be less than the fair market value of a share of our common stock on the grant date. Pursuant to the committee’s policies, for purposes of our stock incentive plan, the fair market value of our common stock is determined by reference to the closing quoted per share sale price of our common stock on the grant date. In addition, our stock incentive plan permits the committee to delegate to appropriate personnel its authority to make awards to employees other than those subject to Section 16 of the Exchange Act.
Equity Grant Timing Practices
| 50 | Freeport |
Equity Grant Timing Practices
Our current equity grant policy provides that each of our CEO, president and chief administrative officer has authority to make or modify grants to such employees, subject to the following conditions:
Equity Grant Timing Practices
| § no grant may relate to more than 20,000 shares of our common stock if the award is a full-value award and not more than 40,000 shares if the award is an appreciation award; |
Equity Grant Timing Practices
| § such grants must be approved during an open window period and must be approved in writing by such officer, the grant date being the date of such written approval or such later date set forth in the grant instrument; |
Equity Grant Timing Practices
| § the exercise price of any options granted may not be less than the fair market value of our common stock on the date of grant; and |
Equity Grant Timing Practices
| § any such grants must be reported to the committee at its next meeting. |
Risks Arising from Compensation Policies and Practices
Risks Arising from Compensation Policies and Practices After completing the annual review of the company’s compensation program, management and our committee believe that the risks arising from our compensation policies and practices for our employees, including our executive officers, are not reasonably likely to have a material adverse effect on the company. In reaching this conclusion, we have taken into account the purpose and structure of these programs and the following design elements of our compensation programs and policies: our balance and amount of annual and long-term compensation elements at the executive and management levels; our selection of performance metrics under our annual and long-term programs that focus our executives and management level employees on the critical elements of our strategic plans, which in turn drive performance; the three-year vesting of our RSUs and three-year performance period of our PSUs that promote focus on the long-term financial performance of our company; and bonus arrangements for most employees that are not guaranteed and are ultimately at the discretion of either our committee (for our executive officers and senior management) or senior management (for other employees). These features, as well as risk mitigation features such as our clawback policies and stock ownership requirements applicable to our executive officers, result in a compensation program that aligns our executives’ interests with those of our stockholders and does not promote excessive risk-taking on the part of our executives or other employees.
Glossary of CD&A Terms
| AIP | annual incentive program | PIAP | performance incentive award program | | committee | compensation committee | PSU | performance share unit | | Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ROI | return on investment | | ECAP | employee capital accumulation program | RSU | restricted stock unit | | ESG | environmental, social and governance | SEC | Securities and Exchange Commission | | Exchange Act | Securities Exchange Act of 1934, as amended | SECAP | supplemental executive capital accumulation plan | | FW Cook | Frederic W. Cook & Co., Inc. | SERP | supplemental executive retirement plan | | GAAP | generally accepted accounting principles in the United States | SRP | supplemental retirement plan | | LTIP | long-term incentive program | TRIR | total recordable incident rate | | NEO | named executive officer | TSR | total stockholder return |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Richard C. Adkerson Chairman of the Board and Chief Executive Officer | 2023 | $1,800,000 | $— | $12,518,840 | $— | $3,150,000 | $5,523,987 | $1,024,494 | $24,017,321 | | | 2022 | 1,800,000 | — | 11,036,050 | — | 3,093,300 | 3,712,308 | 880,271 | 20,521,929 | | | 2021 | 1,766,667 | — | 8,483,475 | 1,335,040 | 3,569,400 | 3,163,533 | 793,779 | 19,111,894 | | Kathleen L. Quirk President(1) | 2023 | 1,025,000 | — | 7,703,915 | — | 1,545,000 | 153,938 | 148,559 | 10,576,412 | | | 2022 | 1,000,000 | — | 7,468,640 | — | 1,473,000 | 20,126 | 157,480 | 10,119,246 | | | 2021 | 966,667 | — | 3,349,605 | 1,001,280 | 1,983,000 | — | 148,502 | 7,449,054 | | Maree Robertson Senior Vice President and Chief Financial Officer | 2023 | 637,500 | — | 2,044,310 | — | 800,000 | 1,673 | 265,065 | 3,748,548 | | | 2022 | 520,833 | 625,000 | 3,254,740 | — | 767,188 | 90 | 99,500 | 5,267,351 | | Stephen T. Higgins Senior Vice President and Chief Administrative Officer | 2023 | 537,500 | — | 1,749,405 | — | 810,000 | 34,162 | 101,278 | 3,232,345 | | | 2022 | 520,833 | — | 1,434,700 | — | 773,325 | 4,176 | 100,290 | 2,833,324 | | | 2021 | 491,667 | 850,000 | 844,200 | 178,800 | — | — | 94,512 | 2,459,179 | | Douglas N. Currault II Senior Vice President and General Counsel | 2023 | 487,500 | — | 1,567,365 | — | 735,000 | 53,876 | 91,078 | 2,934,819 | | | 2022 | 470,833 | — | 1,275,180 | — | 699,675 | 7,082 | 93,122 | 2,545,892 | | | 2021 | 445,833 | 800,000 | 844,200 | 178,800 | — | — | 83,337 | 2,352,170 |
Summary Compensation Table
| (1) Ms. Quirk assumed the role of president in February 2021 and continued in her role as CFO through February 2022. |
Summary Compensation Table
| (2) For Ms. Robertson, reflects a make-whole award in the form of a cash payment paid upon joining the company in 2022, which payment was forfeitable in whole or in part if she resigned within two years of her start date. For Messrs. Higgins and Currault, who were designated executive officers in May 2021, reflects annual incentive award payments for 2021 under our discretionary compensation program under which annual incentive awards are granted to senior management below the executive officer level. |
Summary Compensation Table
| (3) The amounts reported in the table for 2023 reflect the aggregate grant date fair value of the RSUs and PSUs awarded during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, as described in Annex B. The grant date value of the 2023 PSUs for each of the NEOs assuming maximum payout of the PSUs, and based on the closing stock price on the date of grant, is as follows: for Mr. Adkerson — $19,513,046, for Ms. Quirk — $10,420,065, for Ms. Robertson — $2,113,504, for Mr. Higgins — $1,818,596, and for Mr. Currault — $1,621,991. See “Compensation Discussion and Analysis” for more information. |
Summary Compensation Table
| (4) Reflects the aggregate grant date fair value of the stock options granted to the NEOs in 2021, determined using the Black-Scholes-Merton option valuation model price. |
Summary Compensation Table
| (5) Reflects the annual incentive award payments received under our AIP as approved by the compensation committee based on the achievement of pre-established goals. See “Compensation Discussion and Analysis” for more information. |
Summary Compensation Table
| (6) For 2023, reflects earnings under the Nonqualified Defined Contribution (NQDC) plan in excess of 120% of the applicable monthly long-term federal rate at the time the compensation committee established the formula. As determined by the compensation committee in January 2009, the assets in the NQDC plan are treated as if invested to produce a rate of interest equal to the prime rate, as published in the Federal Reserve Statistical Report at the beginning of each month. For Mr. Adkerson, reflects excess earnings under the NQDC plan of $1,619,378 plus the aggregate change in actuarial present value during 2023 of his SERP benefit of $3,904,609. For Mr. Higgins, reflects excess earnings under the NQDC plan of $32,919 plus the aggregate change in actuarial present value during 2023 of his SRP benefit of $1,243. See “Executive Compensation Tables – Retirement Benefit Programs” for more information. |
Summary Compensation Table
| (7) The amounts reported for 2023 are detailed in the table following and reflect (a) all perquisites and other personal benefits; (b) amounts contributed by the company to defined contribution plans, which include amounts contributed to the ECAP and the nonqualified defined contribution plan; (c) the dollar value of life insurance premiums paid by the company; and (d) the dollar value of interest credited on dividend equivalents on outstanding RSUs (we discontinued crediting interest for awards granted after 2015). |
Summary Compensation Table
The perquisites and other personal benefits reported in the table following include (a) personal financial and tax advice under the company’s executive services program; (b) for Mr. Adkerson, personal use of fractionally owned company aircraft, which includes the hourly operating rate, fuel costs and incidental fees directly related to the flight; (c) allocated personnel costs and identity theft protection; (d) security services and use of company cars, which includes driver compensation and vehicle repair, maintenance, and fuel costs; (e) the company’s premium payments for personal excess liability insurance provided to domestic executives; (f) the company’s premium payments for disability insurance and (g) relocation benefits for Ms. Robertson. The amounts in the table reflect the incremental cost to the company.
Summary Compensation Table
| 52 | Freeport |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Richard C. Adkerson | | | | | | | | | | | AIP | 02/07/2023 | $1,575,000 | $3,150,000 | $5,512,500 | — | — | — | — | $— | | LTIP – PSUs | 02/07/2023 | — | — | — | 49,625 | 198,500 | 446,625 | — | 9,395,005 | | LTIP – RSUs | 02/07/2023 | — | — | — | — | — | — | 71,500 | 3,123,835 | | Kathleen L. Quirk | | | | | | | | | | | AIP | 02/07/2023 | 772,500 | 1,545,000 | 2,703,750 | — | — | — | — | — | | LTIP – PSUs | 02/07/2023 | — | — | — | 26,500 | 106,000 | 238,500 | — | 5,016,980 | | LTIP – RSUs | 02/07/2023 | — | — | — | — | — | — | 61,500 | 2,686,935 | | Maree E. Robertson | | | | | | | | | | | AIP | 02/07/2023 | 400,000 | 800,000 | 1,400,000 | — | — | — | — | — | | LTIP – PSUs | 02/07/2023 | — | — | — | 5,375 | 21,500 | 48,375 | — | 1,017,595 | | LTIP – RSUs | 02/07/2023 | — | — | — | — | — | — | 23,500 | 1,026,715 | | Stephen T. Higgins | | | | | | | | | | | AIP | 02/07/2023 | 405,000 | 810,000 | 1,417,500 | — | — | — | — | — | | LTIP – PSUs | 02/07/2023 | — | — | — | 4,625 | 18,500 | 41,625 | — | 875,605 | | LTIP – RSUs | 02/07/2023 | — | — | — | — | — | — | 20,000 | 873,800 | | Douglas N. Currault II | | | | | | | | | | | AIP | 02/07/2023 | 367,500 | 735,000 | 1,286,250 | — | — | — | — | — | | LTIP – PSUs | 02/07/2023 | — | — | — | 4,125 | 16,500 | 37,125 | — | 780,945 | | LTIP – RSUs | 02/07/2023 | — | — | — | — | — | — | 18,000 | 786,420 |
2023 Grants of Plan-Based Awards
| (1) For 2023, under the AIP, each NEO had a target award based on a multiple of salary, with the amount to be earned based on the company’s performance relative to defined goals established by the compensation committee. The amounts reported represent the threshold, target and maximum possible annual cash incentive payments that could have been received pursuant to the AIP for 2023. The amounts in the “Target” column were approved by the compensation committee. Achievement of the threshold level of performance would result in a payout of 50% of the target award, and maximum performance would result in a payout of 175% of target. See “Compensation Discussion and Analysis” for more information. |
2023 Grants of Plan-Based Awards
| (2) These awards represent PSUs awarded as part of our 2023 LTIP. Each PSU granted in 2023 represents a contingent right to receive shares of our common stock, with the final number of shares to be issued based on the company’s level of achievement of a three-year average ROI metric and on our TSR compared to the TSR of our peer group during the three-year period ending on December 31, 2025. For the 2023 PSU awards, the NEOs will receive between 0% and 225% of the target PSU award based on achievement of applicable performance goals. See “Compensation Discussion and Analysis” for more information. |
2023 Grants of Plan-Based Awards
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Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares or Units of Stock That Have Not Vested(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) | | Richard C. Adkerson | 02/04/14 | 335,000 | — | $30.94 | 02/04/24 | 136,500 | $5,810,805 | 858,303 | $36,537,959 | | | 02/03/15 | 580,000 | — | 18.98 | 02/03/25 | | | | | | | 02/06/18 | 255,000 | — | 18.74 | 02/06/28 | | | | | | | 02/05/19 | 131,667 | — | 11.87 | 02/05/29 | | | | | | | 02/04/20 | 421,666 | — | 12.04 | 02/04/30 | | | | | | | 02/02/21 | 74,667 | 37,333 | 28.14 | 02/02/31 | | | | | | Kathleen L. Quirk | 02/04/14 | 220,000 | — | 30.94 | 02/04/24 | 119,333 | 5,080,006 | 371,377 | 15,809,519 | | | 02/07/17 | 257,000 | — | 15.52 | 02/07/27 | | | | | | | 02/06/18 | 127,500 | — | 18.74 | 02/06/28 | | | | | | | 02/05/19 | 197,500 | — | 11.87 | 02/05/29 | | | | | | | 02/04/20 | 210,500 | — | 12.04 | 02/04/30 | | | | | | | 02/02/21 | 56,000 | 28,000 | 28.14 | 02/02/31 | | | | | | Maree E. Robertson | — | — | — | — | — | 55,833 | 2,376,811 | 40,000 | 1,702,800 | | Stephen T. Higgins | 02/05/19 | 21,667 | — | 11.87 | 02/05/29 | 42,333 | 1,802,116 | 36,000 | 1,532,520 | | | 02/06/19 | 65,000 | — | 11.91 | 02/06/29 | | | | | | | 02/04/20 | 65,000 | — | 12.04 | 02/04/30 | | | | | | | 02/02/21 | 10,000 | 5,000 | 28.14 | 02/02/31 | | | | | | Douglas N. Currault II | 02/06/18 | 30,000 | — | 18.74 | 02/06/28 | 39,000 | 1,660,230 | 32,000 | 1,362,240 | | | 02/05/19 | 50,000 | — | 11.87 | 02/05/29 | | | | | | | 02/06/19 | 50,000 | — | 11.91 | 02/06/29 | | | | | | | 02/04/20 | 65,000 | — | 12.04 | 02/04/30 | | | | | | | 02/02/21 | 10,000 | 5,000 | 28.14 | 02/02/31 | | | | |
Outstanding Equity Awards at December 31, 2023
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Outstanding Equity Awards at December 31, 2023
| (1) The stock options become exercisable in 33% annual increments on each of the first three anniversaries of the date of grant and have a term of 10 years. The unvested stock options will become immediately exercisable if there is a qualifying termination of employment following a change in control. |
Outstanding Equity Awards at December 31, 2023
| (2) The exercise price of the stock options granted by the company was determined by reference to the closing price of our common stock on the grant date. |
Outstanding Equity Awards at December 31, 2023
| (3) Represents time-vested RSUs, which will vest and be paid out in shares of our common stock, as set forth in the table below, provided the applicable service conditions are satisfied. |
Outstanding Equity Awards at December 31, 2023
| Name | RSUs | Vesting Date | | Mr. Adkerson | 65,167 | 02/15/24 | | | 47,500 | 02/15/25 | | | 23,833 | 02/15/26 | | Ms. Quirk | 56,000 | 02/15/24 | | | 42,833 | 02/15/25 | | | 20,500 | 02/15/26 | | Ms. Robertson | 24,000 | 02/15/24 | | | 24,000 | 02/15/25 | | | 7,833 | 02/15/26 | | Mr. Higgins | 22,833 | 02/15/24 | | | 12,833 | 02/15/25 | | | 6,667 | 02/15/26 | | Mr. Currault | 21,500 | 02/15/24 | | | 11,500 | 02/15/25 | | | 6,000 | 02/15/26 |
Outstanding Equity Awards at December 31, 2023
| (4) The market value of the unvested RSUs and PSUs reflected in this table was based on the $42.57 closing market price per share of our common stock on December 29, 2023. |
Outstanding Equity Awards at December 31, 2023
| (5) The PSUs will vest following the end of the applicable performance period and be paid out in shares of our common stock based on satisfaction of the applicable performance goals. The NEOs will earn between 0% and 225% of the target PSU award based on the company’s average ROI and its relative TSR compared to the TSR of the company’s peer group over the three-year performance period. The number of units reported in the table above represent 201.9% payout with respect to the 2021 PSU awards and the target amount with respect to the 2022 and 2023 PSU awards. |
Outstanding Equity Awards at December 31, 2023
| | Grant Date | PSUs | | | Last Day of Performance Period | | Name | | Threshold(*) | Target | Maximum | | | Mr. Adkerson | 2/2/2021 | 56,625 | 226,500 | 509,625 | 12/31/23(**) | | | 2/7/2022 | 50,625 | 202,500 | 455,625 | 12/31/24 | | | 2/7/2023 | 49,625 | 198,500 | 446,625 | 12/31/25 | | Ms. Quirk | 2/2/2021 | 18,125 | 72,500 | 163,125 | 12/31/23(**) | | | 2/7/2022 | 29,750 | 119,000 | 267,750 | 12/31/24 | | | 2/7/2023 | 26,500 | 106,000 | 238,500 | 12/31/25 | | Ms. Robertson | 3/1/2022 | 4,625 | 18,500 | 41,625 | 12/31/24 | | | 2/7/2023 | 5,375 | 21,500 | 48,375 | 12/31/25 | | Mr. Higgins | 2/7/2022 | 4,375 | 17,500 | 39,375 | 12/31/24 | | | 2/7/2023 | 4,625 | 18,500 | 41,625 | 12/31/25 | | Mr. Currault | 2/7/2022 | 3,875 | 15,500 | 34,875 | 12/31/24 | | | 2/7/2023 | 4,125 | 16,500 | 37,125 | 12/31/25 |
Outstanding Equity Awards at December 31, 2023
| (*) | Each executive may receive 25% of the target PSU award based on threshold achievement of the applicable performance goals. |
Outstanding Equity Awards at December 31, 2023
| (**) | In February 2024, the compensation committee certified a 201.9% payout with respect to the 2021 PSU awards. |
Outstanding Equity Awards at December 31, 2023
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2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Richard C. Adkerson | 450,000 | $4,365,000 | 1,122,458 | $48,983,150 | | Kathleen L. Quirk | 150,000 | 1,455,000 | 423,167 | 18,400,996 | | Maree E. Robertson | — | — | 16,167 | 684,026 | | Stephen T. Higgins | — | — | 26,167 | 1,107,126 | | Douglas N. Currault II | — | — | 25,500 | 1,078,905 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Plan | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(4) | | Richard C. Adkerson | NQDC plan | $330,000 | $348,165 | $3,219,144 | $— | $41,558,947 | | | Deferred RSUs | — | — | 5,527,685 | — | 47,403,684 | | Kathleen L. Quirk | NQDC plan | 175,000 | 97,575 | 304,803 | — | 4,047,395 | | Maree E. Robertson | NQDC plan | 9,375 | 49,461 | 2,996 | — | 72,773 | | Stephen T. Higgins | NQDC plan | 81,875 | 38,177 | 65,089 | — | 902,908 | | Douglas N. Currault II | NQDC plan | 67,500 | 29,867 | 106,694 | — | 1,426,721 |
Nonqualified Deferred Compensation
| (1) The amounts reflected in this column are included in the “Salary” column for each NEO for 2023 reported in the “Summary Compensation Table.” |
Nonqualified Deferred Compensation
| (2) The amounts reflected in this column are included in the “All Other Compensation” column for each NEO for 2023 in the “Summary Compensation Table,” although the “Plan Contributions” reflected in footnote (7) to that table also include contributions to the company’s ECAP. |
Nonqualified Deferred Compensation
| (3) The assets in the NQDC plan are treated as if invested to produce a rate of interest equal to the prime rate, as published in the Federal Reserve Statistical Report at the beginning of each month. For 2023, that rate of interest ranged from 7.50% — 8.50% as follows: 7.50% (January — February), 7.75% (March), 8.00% (April — May), 8.25% (June — July) and 8.50% (August — December). With respect to Mr. Adkerson’s deferred RSUs, the amount represents (a) the number of deferred RSUs multiplied by the change in the price of our common stock from December 30, 2022 ($38.00) to December 29, 2023 ($42.57) of $4,570,000, and (b) accrued dividend equivalents and interest (calculated using the prime rate) on those RSUs of $957,685. |
Nonqualified Deferred Compensation
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Nonqualified Deferred Compensation
| (4) The following amounts reflected in this column were included in the 2022 “Total” compensation for each NEO in the “Summary Compensation Table”: Mr. Adkerson — $914,903, Ms. Quirk — $305,573, Ms. Robertson — $10,882, Mr. Higgins — $113,974 and Mr. Currault — $107,474. The following amounts reflected in this column were included in the 2021 “Total” compensation for each NEO in the “Summary Compensation Table”: Mr. Adkerson — $496,200, Ms. Quirk – $270,383, Mr. Higgins — $110,446 and Mr. Currault — $89,342. |
Nonqualified Deferred Compensation
Supplemental Executive Retirement Plan – Mr. Adkerson. In February 2004, we established an unfunded SERP for Mr. Adkerson. The compensation committee, advised by its independent compensation consultant at that time, approved the SERP, which was then recommended to and approved by the board. The SERP provides for benefits payable in the form of a 100% joint and survivor annuity, life annuity or an equivalent lump sum. Mr. Adkerson has elected to receive an equivalent lump sum payment. The annuity will equal a percentage of Mr. Adkerson’s highest average base pay for any three of the five calendar years immediately preceding Mr. Adkerson’s completion of 25 years of credited service, plus his average annual incentive awards for the same three years; provided that such average amount cannot exceed 200% of the average base pay. The percentage used in this calculation is 2% for each year of credited service for the company and its predecessor beginning in 1981 but capped at 25 years. Mr. Adkerson has attained 25 years of credited service and his annuity was fixed as of January 1st of the year in which he completed 25 years of credited service and will only increase at retirement as a result of mortality and interest adjustments. The SERP benefit is reduced by the value of all benefits from current and former retirement plans (qualified and nonqualified) sponsored by the company, by FM Services Company or by any predecessor employer (including our former parent company), except for benefits produced by accounts funded exclusively by deductions from the participant’s pay. The amount provided in the table below reflects these reductions. As of December 31, 2023, Mr. Adkerson was 100% vested under the SERP. Supplemental Retirement Plan — Mr. Higgins. Mr. Higgins is a participant in the SRP, which is an unfunded, supplemental retirement plan we assumed in 2007 in connection with our acquisition of Phelps Dodge Corporation. Benefit accruals under the SRP were frozen effective December 31, 2008. Benefits are payable in the form of a life annuity, 25%, 50%, 75% and 100% joint and survivor annuity options, as specified by the participant. The benefit will be a monthly amount equal to the product of (1) the sum of 0.35% of the participant’s final average monthly compensation in excess of his social security benefit and (2) years of service as of December 31, 2008, the date the SRP was frozen, determined without applying the Internal Revenue Code compensation and annual addition limitations. The SRP benefit is reduced by the participant’s monthly retirement benefit under the qualified retirement plan. The SRP benefit is subject to a five-year cliff vesting schedule, and Mr. Higgins is 100% vested under the SRP.
Pension Benefits
Pension Benefits
Pension Benefits
| Name | Plan Name | Number of Years Credited Service | Payments During Last Fiscal Year | Present Value of Accumulated Benefit | | Richard C. Adkerson | Supplemental Executive Retirement Plan | 25(1) | $— | $53,291,641(2) | | Stephen T. Higgins | Supplemental Retirement Plan | 17.3 | — | 518,490(3) |
Pension Benefits
| (1) Represents the participant’s years of service with the company and its predecessor, capped at 25 years. |
Pension Benefits
| (2) The accrued benefit was fixed as of January 1st of the year Mr. Adkerson attained 25 years of credited service but will continue to increase year to year due to actuarial increases based on (a) an assumed 6% interest component, and (b) a mortality adjustment based on the IRS mortality table (as published in Revenue Ruling 2001-62) and defined under the SERP. These actuarial increases compensate for the fact that the benefit is expected to be paid over a shorter timeframe (i.e., life expectancy). The actuarially increased benefit is then present valued to reflect a lump sum payment. |
Pension Benefits
| (3) As of December 31, 2023, the accrued benefit under the SRP was fixed (benefit accruals were frozen as of December 31, 2008), but the present value of the benefit will be adjusted from year to year resulting from the passage of time and from changes in actuarial assumptions. As of December 31, 2023, the significant assumptions used in the actuarial valuation were a discount rate of 5.15% and the mortality table and mortality improvement scale assumptions. The mortality tables are based on the Society of Actuaries tables that were published in 2019, but adjusted to reflect the company’s historical mortality experience. |
Pension Benefits
| 2024 Proxy Statement | 57 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Executive Change in Control Severance Plan. We maintain an executive change in control severance plan (the CIC Plan), which provides severance benefits to those executive officers not covered under existing agreements and other key members of senior management. Ms. Quirk is our only NEO who is not a participant in the CIC Plan. Under the CIC Plan, if a participant is terminated without cause or terminates for good reason during the two-year period following a change in control, he or she will be entitled to receive certain severance benefits. A participant’s severance benefits under the CIC Plan are based on the participant’s level, and include:
Potential Payments Upon Termination or Change in Control
| § a lump sum cash payment, which for Mr. Adkerson is equal to three times the sum of his base salary plus average bonus for the three full fiscal years preceding the termination, and for each of Ms. Robertson and Messrs. Higgins and Currault is equal to two times the sum of his or her base salary plus average bonus for the three full fiscal years preceding the termination; |
Potential Payments Upon Termination or Change in Control
| § a prorated bonus based on his or her average bonus calculated in the year of termination and the number of days worked during the year of termination; and |
Potential Payments Upon Termination or Change in Control
| § 18 months of health benefit continuation. |
Potential Payments Upon Termination or Change in Control
Payment of the severance benefits is contingent on the participant signing a general waiver and release agreement. The CIC Plan may be amended or terminated by the board in its discretion and the compensation committee has the ability to add or remove participants under the CIC Plan, including executive officers; provided, however, that any such action that has the effect of reducing or eliminating a participant’s benefits under the CIC Plan is subject to limitations, including a 12-month delay in effectiveness. Under the CIC Plan, “cause” is generally defined as the participant’s (1) failure to perform substantially the participant’s duties with the company, (2) felony conviction or entering of a guilty plea or plea of no contest, or (3) gross negligence or willful misconduct that is materially injurious to the company, including its reputation or business. “Good reason” is generally defined as (1) material diminution in the title, position, authority, duties or responsibilities of the participant or the person to whom the participant reports, (2) the assignment of any duties inconsistent in any material respect with the participant’s position, authority, duties or responsibilities during the one-year period prior to the change in control, under the agreement, (3) failure to provide the participant with a total pay opportunity at least commensurate with the highest total pay opportunity available to the participant within the one-year period preceding the change in control, (4) failure by the company or its affiliates to comply with any of the provisions of the CIC Plan, (e) relocation of the participant’s principal office to a location more than 50 miles from his or her current office location or requiring business travel on a more extensive basis, or (5) failure of the company to require a successor to assume its obligations under the CIC Plan. See the footnotes to the “Potential Payments Upon Termination or Change in Control” table below for more information. Employment Agreement — Ms. Quirk. We have an employment agreement with Ms. Quirk, which was approved by our compensation committee and the board. See “Compensation Discussion and Analysis” for more information. The employment agreement with Ms. Quirk provides for an annual base salary of at least $650,000 (her annual base salary as of December 31, 2023 was $1,030,000) and provides that she is eligible to participate in our AIP. Ms. Quirk continues to be eligible for all other benefits and compensation generally provided to our most senior executives. The term of the agreement continues through January 1st, with automatic one-year extensions unless prior written notice is given by the compensation committee that it does not wish to extend the agreement. In the event of a change in control, the agreement will expire three years following the change in control. The agreement also contains non-competition, non-disclosure and other provisions intended to protect our interests if Ms. Quirk ceases to be employed by us. In addition to the post-employment benefits provided under the company’s retirement benefit programs described above, Ms. Quirk’s employment agreement entitles her to the following additional benefits. Severance Benefits. If, during the term of her employment agreement, we terminate Ms. Quirk’s employment without cause or she terminates employment for good reason, she will be entitled to the following:
Potential Payments Upon Termination or Change in Control
| § payment of the amount of her base salary earned through the date of termination to the extent not previously paid and a pro rata annual incentive award for the year in which the termination of employment occurs, based on actual results under our AIP; |
Potential Payments Upon Termination or Change in Control
| § a cash payment equal to three times the sum of (1) her base salary plus (2) the average of the annual incentive awards paid to her for the immediately preceding three years; |
Potential Payments Upon Termination or Change in Control
| § continuation of insurance and welfare benefits for three years or until she accepts new employment, if earlier; |
Potential Payments Upon Termination or Change in Control
| § acceleration of the vesting and payout of all outstanding stock options and RSUs; and |
Potential Payments Upon Termination or Change in Control
| § under the PSU agreements, in the case of termination without cause, retention of outstanding PSUs, which will vest after the end of the applicable performance period based on the company’s achievement of the performance goal. |
Potential Payments Upon Termination or Change in Control
| 58 | Freeport |
Potential Payments Upon Termination or Change in Control
Under Ms. Quirk’s employment agreement, “cause” is generally defined as her (1) failure to perform substantially the executive’s duties with the company, (2) material breach of her employment agreement, (3) felony conviction or entering of a guilty plea or plea of no contest, (4) unauthorized acts or omissions resulting in harm to the company, (5) commission of an act of dishonesty resulting in her enrichment at the expense of the company or (6) falsification of financial records. “Good reason” is generally defined as (1) any failure by the company to materially comply with any of the provisions of the employment agreement or (2) the assignment to Ms. Quirk of any duties inconsistent in any material respect with her position, authority, duties or responsibilities under the agreement. If Ms. Quirk’s employment terminates as a result of death, disability or retirement during the term of her employment agreement, she (or her estate, as applicable) will be entitled to receive the amount of her base salary earned through the termination date to the extent not previously paid, payment of a pro rata annual incentive award for the year of termination (based on actual results under our AIP) and, in the case of retirement, the continuation of insurance and welfare benefits for three years or until she accepts new employment, if earlier. As a condition to receipt of these severance benefits, Ms. Quirk must retain in confidence all confidential information known to her concerning our business for a period of five years after termination. Ms. Quirk has agreed not to compete with us for a period of six months after termination of employment. Change in Control Severance Benefits. Ms. Quirk’s employment agreement provides that the terms and conditions of her employment (including position, compensation and benefits) will not be adversely changed until the third anniversary of the change in control. If Ms. Quirk is terminated without “cause,” as generally defined above, or if she terminates for “good reason” during the three-year period after a change in control, Ms. Quirk is generally entitled to receive the same payments and benefits that she would receive in the event of a similar termination under the employment agreement, described above, except that Ms. Quirk would receive a cash payment equal to three times the sum of her base salary plus the highest annual incentive award paid to her (rather than the average annual incentive award paid to her) for the immediately preceding three fiscal years. The term “good reason” includes the failure of the acquirer to provide the executive with substantially the same position, authority, duties and responsibilities held prior to the change in control, in addition to the reasons generally provided above. The confidentiality and non-competition provisions continue to apply after a change in control. If employment terminates as a result of death, disability or retirement following a change in control, Ms. Quirk will receive the same benefits described above under “Severance Benefits” in the event of death, disability or retirement. Equity-Based Incentive Awards — Impact of Termination of Employment and Change in Control. The terms of our outstanding equity-based incentive award agreements (which include PSUs, RSUs and options) generally provide that the subject award will be forfeited if the award recipient terminates employment prior to the vesting of the award, except under certain circumstances described below. In addition, a change in control alone will not automatically result in an acceleration of the vesting of outstanding awards. Unless otherwise provided in a separate agreement, the following summarizes the effect of a termination of employment under certain scenarios on the outstanding equity-based incentives held by our NEOs:
Potential Payments Upon Termination or Change in Control
| § PSUs — Upon a recipient’s termination of employment due to death during the performance period of a PSU award, the award (and any related accrued dividend equivalents) will vest in full and pay out at the target level. If the termination of employment is due to disability, retirement or, at the discretion of the compensation committee, termination without cause, the award will not be forfeited nor accelerate, but will remain outstanding and vest following the end of the performance period, provided the applicable performance conditions are met. In the event of a change in control, outstanding PSUs will convert into an equivalent number of RSUs (at the target amount), which award (and any related accrued dividend equivalents) will vest on the earlier of the last day of the applicable performance period or the date the recipient is terminated without cause or terminates for good reason. |
Potential Payments Upon Termination or Change in Control
| § RSUs — Upon a recipient’s termination due to death, any outstanding RSUs (and any related accrued dividend equivalents) will vest in full. If the termination is due to disability or retirement, any RSUs scheduled to vest within one year (and any related accrued dividend equivalents) will vest as of the termination of employment. In connection with a change in control, the RSUs (and any related accrued dividend equivalents) will vest in full if the recipient is terminated by the company without cause or terminates with good reason within one year of the change in control. |
Potential Payments Upon Termination or Change in Control
| § Stock Options — Upon a recipient’s termination due to disability or retirement, any unvested stock options scheduled to vest within one year will vest as of the termination of employment, and the holder will have the lesser of three years or the remaining term of the options to exercise. Upon a recipient’s death the options will vest in full if not previously vested. In connection with a change in control, any unvested options will vest in full if the recipient is terminated by the company without cause or terminates with good reason within one year of the change in control. |
Potential Payments Upon Termination or Change in Control
The letter agreement between the company and Mr. Adkerson in December 2013 provides that with respect to Mr. Adkerson’s equity-based incentive awards, he will receive retirement treatment as set forth in the applicable award agreement following any termination of employment, except a termination due to death or termination by the company for cause.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
No Excise Tax Gross-Ups. We do not provide excise tax gross-up protections in any of our change in control arrangements with our executive officers. Under the CIC Plan and Ms. Quirk’s employment agreement, if any part of the payments or benefits received by the executive in connection with a termination following a change in control constitutes an excess parachute payment under Section 4999 of the Internal Revenue Code, he or she will receive the greater of (1) the amount of such payments and benefits reduced so that none of the amount constitutes an excess parachute payment, net of income taxes, or (2) the amount of such payments and benefits, net of income taxes and net of excise taxes under Section 4999 of the Internal Revenue Code. The following table quantifies the potential payments to our named executive officers under the contracts, arrangements or plans discussed above for various scenarios involving a change in control or termination of employment of each of our named executive officers. In addition to the benefits identified, our named executive officers would be entitled to receive the retirement and pension benefits described above under “Retirement Benefit Programs” below and outstanding vested stock options, which amounts are reflected in footnote (4) to the “Potential Payments Upon Termination or Change in Control” table below. In accordance with SEC rules, the information below assumes a termination date of December 31, 2023, and reflects the arrangements in effect at that time. We have used the closing price of our common stock of $42.57 on December 29, 2023, as reported on the NYSE, for purposes of calculating the value of the unvested and accelerated PSUs, RSUs, and options.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
| Name | Lump Sum Payment | Options (Unvested and Accelerated)(1) | Restricted Stock Units (Unvested and Accelerated)(2) | Accumulated Dividends Payable on Accelerated RSUs | Performance Share Units (Unvested and Accelerated)(3) | Accumulated Dividends Payable on Accelerated PSUs | Health and Welfare Benefits | Total(4) | | Richard C. Adkerson | | | | | | | | | | Retirement/Termination – Without Cause | $— | $538,715 | $2,774,159 | $60,750 | $— | $— | $— | $3,373,624 | | Disability | — | 538,715 | 2,774,159 | 60,750 | — | — | — | 3,373,624 | | Death | — | 538,715 | 5,810,805 | 107,050 | 17,070,570 | 301,950 | — | 23,829,090 | | Qualifying Termination after Change in Control(5) | 18,283,600 | 538,715 | 5,810,805 | 107,050 | 17,070,570 | 301,950 | 37,740 | 42,150,430 | | Kathleen L. Quirk | | | | | | | | | | Retirement | — | 404,040 | 2,383,920 | 51,438 | — | — | 82,781 | 2,922,179 | | Disability | — | 404,040 | 2,383,920 | 51,438 | — | — | — | 2,839,398 | | Death | — | 404,040 | 5,080,006 | 93,337 | 9,578,250 | 172,650 | — | 15,328,283 | | Termination – Good Reason | 8,296,000 | 404,040 | 5,080,006 | 93,337 | — | — | 82,781 | 13,956,164 | | Termination – Without Cause | 8,296,000 | 404,040 | 5,080,006 | 93,337 | — | — | 82,781 | 13,956,164 | | Qualifying Termination after Change in Control(5)(6) | 9,039,000 | 404,040 | 5,080,006 | 93,337 | 9,578,250 | 172,650 | 82,781 | 24,450,064 |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| Name | Lump Sum Payment | Options (Unvested and Accelerated)(1) | Restricted Stock Units (Unvested and Accelerated)(2) | Accumulated Dividends Payable on Accelerated RSUs | Performance Share Units (Unvested and Accelerated)(3) | Accumulated Dividends Payable on Accelerated PSUs | Health and Welfare Benefits | Total(4) | | Maree E. Robertson | | | | | | | | | | Retirement | $— | $— | $1,021,680 | $20,500 | $— | $— | $— | $1,042,180 | | Disability | — | — | 1,021,680 | 20,500 | — | — | — | 1,042,180 | | Death | — | — | 2,376,811 | 44,525 | 1,702,800 | 29,100 | — | 4,153,236 | | Qualifying Termination after Change in Control(5) | 3,581,564 | — | 2,376,811 | 44,525 | 1,702,800 | 29,100 | 42,991 | 7,777,791 | | Stephen T. Higgins | | | | | | | | | | Retirement | — | 72,150 | 972,001 | 23,725 | — | — | — | 1,067,876 | | Disability | — | 72,150 | 972,001 | 23,725 | — | — | — | 1,067,876 | | Death | — | 72,150 | 1,802,116 | 36,200 | 1,532,520 | 26,700 | — | 3,469,686 | | Qualifying Termination after Change in Control(5) | 3,303,325 | 72,150 | 1,802,116 | 36,200 | 1,532,520 | 26,700 | 60,907 | 6,833,918 | | Douglas N. Currault II | | | | | | | | | | Retirement | — | 72,150 | 915,255 | 22,725 | — | — | — | 1,010,130 | | Disability | — | 72,150 | 915,255 | 22,725 | — | — | — | 1,010,130 | | Death | — | 72,150 | 1,660,230 | 33,900 | 1,362,240 | 23,700 | — | 3,152,220 | | Qualifying Termination after Change in Control(5) | 3,029,657 | 72,150 | 1,660,230 | 33,900 | 1,362,240 | 23,700 | 59,614 | 6,241,491 |
Potential Payments Upon Termination or Change in Control
| (1) The values of the accelerated options were determined by multiplying (a) the difference between the December 29, 2023 closing price of our common stock and the applicable exercise price of each option, by (b) the number of unvested and accelerated options under each scenario. |
Potential Payments Upon Termination or Change in Control
| (2) The values of the RSUs were determined by multiplying the December 29, 2023 closing price of our common stock by the number of RSUs to be vested under each scenario. |
Potential Payments Upon Termination or Change in Control
| (3) The values of the PSUs in connection with death or a qualifying termination after a change in control were determined by multiplying the December 29, 2023 closing price of our common stock by the target number of PSUs with performance periods ending after December 31, 2023. No value is reflected for awards of PSUs in the event of termination upon retirement, disability, or for Mr. Adkerson, termination without cause, because the PSU agreements do not provide for automatic vesting of outstanding PSUs and the related dividend equivalent credits in those circumstances. Instead, the awards will remain outstanding through the performance period and vest if the applicable performance conditions are met. See the “Outstanding Equity Awards at December 31, 2023” table for more information. |
Potential Payments Upon Termination or Change in Control
| (4) In addition to the amounts reflected in this column, upon the occurrence of each event of termination listed in the table, each NEO would be entitled to the following additional benefits, as applicable: outstanding, in-the-money stock options that were vested at the time of termination, the executive’s aggregate balance in the SECAP (as reflected on page 56), and, for Mr. Adkerson and Mr. Higgins, the present value of his SERP and SRP, respectively (as reflected on page 57). The aggregate value of these additional benefits for each of our NEOs, assuming a termination on December 31, 2023, is as follows: Mr. Adkerson — $141,332,257, Ms. Quirk — $29,894,065, Ms. Robertson — $72,773, Mr. Higgins — $6,208,225, and Mr. Currault — $7,338,371. These amounts do not include benefits under our ECAP or life insurance policies generally available to all employees. In addition to the standard life insurance policy generally available to employees, Mr. Adkerson has an executive life insurance policy providing for a death benefit of $1,500,000. |
Potential Payments Upon Termination or Change in Control
| (5) With respect to our equity awards, the agreements provide for the benefits described in the table following a change in control only if the recipient is terminated without cause or terminated with good reason within one year after the change in control. The amounts stated in the rows titled “Qualifying Termination after Change in Control” assume the full vesting of all outstanding options and RSUs and full vesting and payout at target for PSUs. |
Potential Payments Upon Termination or Change in Control
| (6) The total payments may be subject to reduction if such payments result in the imposition of an excise tax under Section 280G of the Internal Revenue Code. |
Potential Payments Upon Termination or Change in Control
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CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Act and Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining the total earnings for the nine-month period ending September 30, 2023 for all individuals, excluding our CEO, who received pay during the period and were employed by us and our consolidated subsidiaries on October 1, 2023, whether employed on a full-time, part-time, seasonal or temporary basis, with the following adjustments:
CEO Pay Ratio
| § As of October 1, 2023, our employee population consisted of 26,640 individuals, with 48% of these individuals located in the U.S., 23% located in Indonesia, 20% located in Peru, and the remaining 9% located in other foreign jurisdictions. To reduce administrative costs and as permitted by SEC rules, we have excluded from the calculation employees in the following foreign jurisdictions: Canada, China, Japan, the Netherlands, Serbia, Spain, and the United Kingdom. This adjustment resulted in the exclusion from the calculation of approximately 1,000 total employees, representing approximately 4% of our employee population. |
CEO Pay Ratio
| § With respect to permanent employees hired after January 1, 2023, we assumed for purposes of the calculation that those employees worked the full nine-month period ending September 30. |
CEO Pay Ratio
| § With respect to employees in foreign jurisdictions, we applied a foreign currency to U.S. dollar exchange rate to the compensation paid in foreign currency based on the exchange rate as of October 1, 2023. We did not make any cost-of-living adjustments. |
CEO Pay Ratio
| § Of the possible median employees, we selected the employee without atypical elements of pay in his or her earnings, such as disability payments or special earnings while on leave. |
CEO Pay Ratio
We calculated annual total compensation for our median employee using the same methodology we use for our named executive officers as set forth in the “Executive Compensation Tables – Summary Compensation Table.” The annual total compensation of our median employee (other than our CEO) for 2023 was $93,911. As disclosed in the “Summary Compensation Table,” our CEO’s annual total compensation for 2023 was $24,017,321. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 256 to 1.
CEO Pay Ratio
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Pay-Versus-Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in MM) (6) | Return on Investment (7) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return (5) | | | | 2023 | $24,017,321 | $25,276,163 | $5,123,031 | $5,798,178 | $338.45 | $218.23 | $1,848 | 17.77% | | 2022 | 20,521,929 | 7,164,637 | 5,191,453 | 3,931,649 | 297.71 | 178.99 | 3,468 | 26.79% | | 2021 | 19,111,894 | 75,686,762 | 4,086,801 | 14,711,132 | 321.27 | 157.75 | 4,306 | 38.50% | | 2020 | 16,720,881 | 71,047,496 | 4,976,641 | 23,276,187 | 199.07 | 116.44 | 599 | 11.69% |
Relationship between Company Performance and Compensation Actually Paid
Relationship between Company Performance and Compensation Actually Paid The graphs below show the relationship between the CAP amounts for our PEO and the average CAP amounts for our other NEOs for the referenced years, as compared to (1) our cumulative TSR, (2) our net income, and (3) our return on investment, and also a comparison of our cumulative TSR to that of the S&P Metals and Mining Select Industry Index.
Relationship between Company Performance and Compensation Actually Paid
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