DEF 14A of FMC Corp

Filed Mar 15, 2024 · FY20230001308179-24-000161

Open on EDGAR

Proposal 1 Election of Directors
Proposal 1 Election of Directors
Nominees for Director
Nominees for Director The Board of Directors currently consists of 11 directors, each of whom is elected to serve for a term of one year, expiring at the subsequent annual meeting of stockholders. The nominees for director this year are Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Mark Douglas, Kathy L. Fortmann, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Margareth Øvrum, Robert C. Pallash, and Patricia Verduin, Ph.D. each of whom is an incumbent director. If elected, these directors’ next term will expire at the 2025 Annual Meeting. Information about the nominees is contained in the section of this proxy statement entitled “Board of Directors.” The Board of Directors expects that all nominees will be able and willing to serve as directors. If any nominee becomes unavailable, the proxies may be voted for another person nominated by the Board of Directors to fill the vacancy, or the size of the Board of Directors may be reduced.
Nominees for Director
Nominees for Director
New Term Expiring in 2025
New Term Expiring in 2025
New Term Expiring in 2025
| | Pierre Brondeau Principal Occupation: Former Executive Chairman, Chief Executive Officer and President of FMC Corporation Age: 66 Director Since: 2010 Non-Independent Director, Chairman of the Board, Executive Committee Chair (Note: Assuming he is re-elected at the 2024 Annual Meeting, Mr. Brondeau will be considered as an Independent Director under the SEC and NYSE rules regarding independence) |
New Term Expiring in 2025
Mr. Brondeau has served as Chairman of the Board since October 2010, and was also Chief Executive Officer of FMC from January 2010 until May 2020, President from January 2010 until May 2018, and Executive Chairman from June 2020 to April 2021. Before joining the Company as President and Chief Executive Officer in January 2010, Mr. Brondeau served as President and Chief Executive Officer, Dow Advanced Materials Division, until his retirement in September 2009. Prior to Dow’s acquisition of Rohm and Haas Company in April 2009, he was President and Chief Operating Officer of Rohm and Haas from May 2008. Mr. Brondeau held numerous executive positions during his tenure at Rohm and Haas from 1989 through May 2008 in Europe and the United States, with global responsibilities for marketing, sales, research and development, engineering, technology and operations.
Other Board Experience
Other Board Experience Mr. Brondeau previously served as a member of the Board of Directors of TE Connectivity Ltd. and also served as a member of the Board of Directors of Livent Corporation through the closing of its merger with Allkem Limited.
Qualifications
Qualifications Mr. Brondeau has extensive senior executive leadership experience at large multi-national public companies engaged in the specialty materials and chemicals industries, as well as many years of international business experience in the United States and Europe. In addition, he has significant expertise in finance and mergers and acquisitions, as well as other areas of business, all of which make him an important contributor to the Board. He has a Ph.D. in Biochemical Engineering.
Qualifications
| | Eduardo E. Cordeiro Principal Occupation: Former Executive Vice President, Chief Financial Officer, and President, Americas Region, of Cabot Corporation, a global specialty chemicals and performance materials company Age: 56 Director Since: 2011 Independent Director, Audit Committee Chair |
Qualifications
Mr. Cordeiro served as Executive Vice President and Chief Financial Officer of Cabot Corporation from 2009 until May 2018, and served as an advisor to Cabot through the remainder of 2018. He joined Cabot in 1998 and has held several corporate, business and executive management positions including General Manager of Cabot’s Fumed Metal Oxides and Tantalum businesses, Vice President of Corporate Strategy, and President of the Americas Region. Prior to joining Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group.
Other Board Experience
Other Board Experience Mr. Cordeiro is a member of the Boards of Directors of Owens Corning and Indicor, LLC.
Qualifications
Qualifications Mr. Cordeiro brings extensive strategy, finance and chemical industry experience to the Board. He has developed corporate strategy experience working for The Boston Consulting Group and more specifically chemical industry strategy experience leading Cabot’s corporate strategy function. He also brings deep financial experience having held multiple finance roles at Cabot throughout his twenty-year career, including, most recently, the CFO position. Mr. Cordeiro also brings operational and chemical industry business experience to the Board having been General Manager for two of Cabot’s core specialty chemical businesses. Mr. Cordeiro meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE.
Qualifications
| | Carol Anthony (“John”) Davidson Principal Occupation: Former Senior Vice President, Controller and Chief Accounting Officer of Tyco International, a diversified industrial products and services company Age: 68 Director Since: 2020 Independent Director |
Qualifications
Mr. Davidson was elected to the Company’s Board of Directors in July 2020. He served as Senior Vice President, Controller and Chief Accounting Officer of Tyco International from 2004 to 2012 where he led financial reporting, internal controls and accounting policies and processes. Prior to Tyco, Mr. Davidson held senior global leadership positions in finance and related disciplines at Eastman Kodak Company and Dell Computer Corporation. He is a Certified Public Accountant and began his career at Arthur Andersen & Co.
Other Board Experience
Other Board Experience Mr. Davidson is a member of the Boards of Directors of TE Connectivity Ltd. and International Flavors & Fragrances Inc. Mr. Davidson is also a member of the Independent Audit Quality Committee of Ernst & Young, LLP. He previously was a member of the Boards of Directors of Allergan, Plc. and Legg Mason, Inc., and served on the board of governors of the Financial Industry Regulatory Authority, which regulates and oversees the U.S. financial industry in the interest of investor protection and market integrity.
Qualifications
Qualifications Mr. Davidson was a trustee of the Financial Accounting Foundation, an organization that oversees the processes for setting financial accounting and reporting standards in the U.S. He has a strong track record of building and leading global teams and implementing governance and controls processes. He brings to the Board his extensive experience as a finance leader in global corporations across multiple industries. Mr. Davidson meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE. Mr. Davidson also has received the “CERT Certificate in Cyber-Risk Oversight” from the National Association of Corporate Directors.
Qualifications
| | Mark Douglas Principal Occupation: President and CEO, FMC Corporation Age: 61 Director Since: 2020 Non-Independent Employee Director |
Qualifications
Mr. Douglas was appointed President and Chief Executive Officer on June 1, 2020. He served as President and Chief Operating Officer of FMC from June 2018 until June 2020. He joined FMC in March 2010 as Vice President, Global Operations and International Development, and has served as President of the Industrial Chemicals Group and President of the Agricultural Solutions business. Mr. Douglas joined FMC from The Dow Chemical Company where he was Vice President, President Asia, Dow Advanced Materials. Prior to Dow, he was Corporate Vice President, President Asia, Rohm and Haas Company, based in Shanghai. During his twenty-one years with Rohm and Haas, Mr. Douglas held sales, marketing and executive management positions in London, Singapore, Shanghai, and Philadelphia.
Other Board Experience
Other Board Experience Mr. Douglas is a member of the Boards of Directors of Quaker Chemical Corporation (d/b/a Quaker Houghton) and Crop Life International.
Qualifications
Qualifications Mr. Douglas has more than thirty years of global senior executive leadership experience at large multi-national public companies engaged in the specialty materials and chemicals industries. His career has included extended senior roles based in Europe, Asia, and the United States, providing him with deep understanding of business culture in markets that are important to the Company. His responsibilities have included managing global or regional sales, marketing, and procurement operations, as well as M&A and business integration. For more than the last decade, he has led FMC’s global agricultural business through a period of significant growth and transformation.
Qualifications
| | Kathy L. Fortmann Principal Occupation: Former CEO of ACOMO N.V., a natural food ingredients company Age: 56 Director Since: 2022 Independent Director |
Qualifications
Ms. Fortmann most recently served, from September 2021 to November 2023, as CEO of ACOMO N.V. (formerly known as Amsterdam Commodities N.V.), a Euronext Amsterdam-listed natural food ingredients company. Ms. Fortmann began her career with DuPont where she held many technical and business roles over her fifteen-year tenure there. From September 2017 through March 2020, she was employed by Royal FrieslandCampina N.V. as its President, FrieslandCampina Ingredients, where she restructured its food ingredients business. In April 2020, she joined International Flavors & Fragrances Inc. where she led the integration of the company and DuPont’s ingredients businesses to form the largest ($6 billion) business within International Flavors & Fragrances from 2020 to 2021.
Other Board Experience
Other Board Experience Ms. Fortmann served on the Board of Directors of James Finlay Limited from December 2019 to September 2021.
Qualifications
Qualifications With a significant portion of the Company’s business being in EMEA, Ms. Fortmann’s experience living and working in the European market provides a valuable perspective on the Board. Further, Ms. Fortmann has significant experience managing global business operations in industries directly connected to agriculture. Her background related to sustainability and mergers and acquisitions also makes her well qualified to serve as a director.
Qualifications
| | C. Scott Greer Principal Occupation: Retired principal in Greer and Associates, a private investment management firm Age: 73 Director Since: 2002 Independent Director, Lead Director |
Qualifications
Beginning in June 2006, Mr. Greer was a principal in Greer and Associates, a private investment management firm, until his retirement in 2021. Prior to Greer and Associates, from 1999 until 2005, Mr. Greer held various roles at Flowserve Corporation (a manufacturer of industrial flow management equipment), including President and Chief Operating Officer, as well as Chairman, President and Chief Executive Officer.
Other Board Experience
Other Board Experience Mr. Greer served on the Board of Directors of Washington Group International from 2002 to 2007. He was also a member of the Board of Directors of eMedicalFiles, Inc.
Qualifications
Qualifications Mr. Greer’s experience in senior executive roles, including as Chairman and CEO of a publicly-traded global manufacturing operation, as well as his service as a director of other public companies, have given him deep expertise in the governance and operation of large multinational companies as well as in the management of business activities across North America, South America, Europe and Asia. His tenure with Flowserve Corporation, a supplier of equipment to chemical companies, provided him with significant knowledge of the chemical industry. Finally, having passed the CPA exams, he has financial expertise which enhances his contribution to the Board.
Qualifications
| | K’Lynne Johnson Principal Occupation: Former CEO, President and Executive Chair of Elevance Renewable Sciences, Inc., a global specialty chemicals company Age: 55 Director Since: 2013 Independent Director, Compensation Committee Chair |
Qualifications
Ms. Johnson was Executive Chair of Elevance Renewable Sciences, Inc. from October 2015 until February 2016. Prior to being named Executive Chair, Ms. Johnson served for eight years as CEO and President. Previously, Ms. Johnson served as Senior Vice President of the Global Derivatives operating company within BP Innovene, one of the world’s largest global petrochemical and refining companies. She has served in a variety of leadership and executive positions for twenty-five years at Amoco Corporation, BP Chemicals, BP Innovene and Elevance.
Other Board Experience
Other Board Experience Ms. Johnson is the Chair of the Board of Directors of Trinseo S.A. and is a member of the Boards of Directors of J.M. Huber Corporation, BlueScope Steel Limited, and Sylvatex Inc.
Qualifications
Qualifications As a result of her work experience, Ms. Johnson has acquired significant knowledge of Asia and Europe, markets which represent a significant portion of the Company’s business, as well as new technology and technology development particularly related to chemicals and related innovative technologies. Given the Company’s patented crop protection technologies and discovery research capabilities, such expertise is invaluable to the Board.
Qualifications
| | Dirk A. Kempthorne Principal Occupation: Retired President and CEO, American Council of Life Insurers Age: 72 Director Since: 2009 Independent Director, Sustainability Committee Chair |
Qualifications
Governor Kempthorne served as President and CEO of the American Council of Life Insurers from 2010 to 2018. Prior to that, he served as the 49th United States Secretary of the Interior from June 2006 until January 2009. From January 1999 until his appointment as Secretary of the Interior, Governor Kempthorne served as the Governor of Idaho. Governor Kempthorne has been Chairman of the National Governors Association, Chairman of the Western Governors Association and President of the Council of State Governments. He also served as a member of the Homeland Security Task Force.
Other Board Experience
Other Board Experience Governor Kempthorne is a member of the Boards of Directors of Olympic Steel Inc. and Robert Half Inc.
Qualifications
Qualifications Governor Kempthorne’s lengthy experience in government, both on the federal and state level, makes him well qualified to serve as a director of the Company, which interfaces with numerous regulatory agencies in several facets of its operations. In his various governmental positions, Governor Kempthorne was responsible for submitting budgets for governmental entities, fulfilling fiduciary responsibilities for the proper use of such funds, addressing inquiries from rating agencies and adhering to the highest accounting and ethical standards.
Qualifications
| | Margareth Øvrum Principal Occupation: Retired Executive Vice President, Development & Production Brazil of Equinor ASA, an international oil and gas exploration and production company, and President of Equinor Brazil Age: 65 Director Since: 2016 Independent Director |
Qualifications
Until her retirement in January 2021, Ms. Øvrum served as Executive Vice President of Equinor ASA (formerly known as Statoil ASA) and served on the company’s Corporate Executive Committee, to which she had been appointed in 2004. In October 2018, she was named Executive Vice President, Development & Production Brazil. Over her career, Ms. Øvrum has had global responsibility for new energy, health, safety & environment, technology, research, procurement, projects, and drilling. Prior to her most recent position, she held numerous senior leadership positions within Equinor, including Executive Vice President, Technology, Projects & Drilling; Executive Vice President, Technology and New Energy; Executive Vice President, Health, Environment and Safety; Senior Vice President, Operations Support; Vice President, Veslefrikk Field; and Platform Manager.
Other Board Experience
Other Board Experience Ms. Øvrum is a member of the Boards of Directors of TechnipFMC plc, Harbour Energy plc, Transocean Ltd., and Fox Innovation & Technologies Inc.
Qualifications
Qualifications Ms. Øvrum’s strong operations background provided her with deep experience in process technology, cybersecurity, safety, sustainability, and environmental management, all of which are critically important to a chemical company. Further, her wide international view and exceptional knowledge of European markets, where the Company has a significant portion of its business, acquired while executing very large projects in a number of different countries, make her a valuable contributor to the Board of the Company. Her experience in Brazil, which is a significant market for the Company, also enhances her value as a director.
Qualifications
| | Robert C. Pallash Principal Occupation: Retired President, Global Customer Group and Senior Vice President of Visteon Corporation, an automotive parts manufacturer Age: 72 Director Since: 2008 Independent Director |
Qualifications
Mr. Pallash joined Visteon Corporation, an automotive parts manufacturer, in September 2001 and, from 2008 to 2013, Mr. Pallash served as its President, Global Customer Group and Senior Vice President. While at Visteon Corporation, Mr. Pallash also served as its Vice President, Asia Pacific and, subsequently, Senior Vice President, Asia Customer Group.
Other Board Experience
Other Board Experience Mr. Pallash is a member of the Board of Directors of Arcadium Lithium plc and was a member of the Board of Directors of one of Arcadium Lithium plc’s predecessor companies, Livent Corporation.
Qualifications
Qualifications Mr. Pallash’s international experience, particularly in Asia where the Company has a significant portion of its business, enables him to bring significant value as a member of the Board. Mr. Pallash is “financially literate” as defined by the NYSE.
Qualifications
| | Patricia Verduin, Ph.D. Principal Occupation: Former Chief Technology & Science Officer, Colgate Palmolive Company, a consumer products company Age: 64 Director Since: 2023 Independent Director |
Qualifications
Dr. Patricia Verduin served as Chief Technology & Science Officer of Colgate Palmolive Company from 2009 to 2023, where she navigated complex global regulatory environments and led a global team of over 2,000 scientists, engineers, designers, regulatory, and compliance specialists. In her role at Colgate Palmolive Company, Dr. Verduin had responsibility for driving product formula, manufacturing, and product related sustainable footprint improvements. Prior to her role at Colgate Palmolive Company, she held leadership positions at ConAgra Foods (now known as Conagra Brands, Inc.), Nabisco, and the Consumer Brands Association.
Other Board Experience
Other Board Experience Dr. Verduin is a member of the Boards of Directors of Ingredion Corporation, Avient Corporation, and the Valley Hospital of Ridgewood, NJ. Dr. Verduin previously served on the Board of Directors of Monsanto Company until it was acquired by Bayer in June 2018.
Qualifications
Qualifications Dr. Verduin has extensive experience driving innovation and a broad skillset in research and development, pipeline growth and plant science, which enable her to provide insights to the Board. Dr. Verduin also brings experience in sustainability and ESG, including management of the social and environmental impact of products and driving sustainability improvements. Her experience at Conagra and Monsanto Company bring valuable perspectives on the agriculture industry and markets. Dr. Verduin also holds a PhD in Food Chemistry from Rutgers University.
IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Compensation
Director Compensation
DIRECTOR COMPENSATION TABLE 2023
DIRECTOR COMPENSATION TABLE 2023 The table below shows the total compensation paid to each non-employee director who served on the Board during 2023.
DIRECTOR COMPENSATION TABLE 2023
| Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards(2) ($) (c) | All Other Compensation(3) ($) (d) | Total ($) (e) | | Pierre Brondeau | 250,000 | 140,047 | — | 390,047 | | Eduardo E. Cordeiro | 125,000 | 140,047 | 15,000 | 280,047 | | Carol Anthony (“John”) Davidson | 115,000 | 140,047 | 15,000 | 270,047 | | Kathy L. Fortmann | 100,000 | 140,047 | 10,000 | 250,047 | | C. Scott Greer | 130,000 | 140,047 | — | 270,047 | | K’Lynne Johnson | 118,333 | 140,047 | 11,000 | 269,380 | | Dirk A. Kempthorne | 115,000 | 140,047 | — | 255,047 | | Paul J. Norris(4) | 38,333 | — | — | 38,333 | | Margareth Øvrum | 100,000 | 140,047 | — | 240,047 | | Robert C. Pallash | 105,000 | 140,047 | — | 245,047 | | Patricia Verduin, Ph.D. | 52,603 | 110,485 | 10,000 | 173,088 | | Vincent R. Volpe, Jr.(4) | 35,000 | — | 15,000 | 50,000 |
DIRECTOR COMPENSATION TABLE 2023
| (1) Ms. Fortmann elected to receive her April 2023 – April 2024 annual retainer in RSUs rather than cash, which resulted in the grant of 822 RSUs to Ms. Fortmann on April 27, 2023. The RSU grant described in this footnote is reported in the cash amount earned. | | (2) The amounts in Column (c) reflect the grant date fair value of directors’ stock awards for 2023 computed in accordance with FASB ASC Topic 718. See Note 15 to the Consolidated Financial Statements contained in the Company’s report on Form 10-K for the year ended December 31, 2023 for the assumptions used in the valuations that appear in this column. The grant date for all directors, other than Dr. Verduin, was April 27, 2023 and the grant date for Dr. Verduin was July 17, 2023, due to her mid-year appointment. In each case, the number of shares granted was based on our closing price on the grant date. The aggregate number of unvested FMC restricted stock units outstanding at fiscal year-end for each non-employee director was as follows: Mr. Brondeau, 1,150; Mr. Cordeiro, 1,150; Mr. Davidson 1,150; Ms. Fortmann, 1,415; Mr. Greer, 1,150; Ms. Johnson, 1,150; Mr. Kempthorne 1,150; Ms. Øvrum, 1,150; Mr. Pallash, 1,150; and Dr. Verduin, 1,158. | | (3) This amount consists of Company charitable donations under the matching gifts plan, which are limited to $15,000 per director per year. | | (4) Messrs. Norris and Volpe retired from the Board, effective as of the 2023 Annual Meeting. |
Financial Highlights
We believe our executive team has been properly motivated through our executive compensation program to focus on the achievement of our strategic business goals, both in the short term and long term. We realize that an intense focus on the long-term health and direction of the Company is essential. As such, our executive compensation program has been carefully constructed to appropriately motivate executives to accomplish short-term objectives that are part of our strategy and to create long-term, sustainable stockholder value, and it predominantly rewards executives for the achievement of various goals. In fact, we link a significant portion of compensation, including approximately 87% of our CEO’s compensation, directly to key measures of our corporate performance – including adjusted earnings, operating cash flow and share price performance (both absolute and relative). Our executive compensation program embodies our pay-for-performance philosophy. If the Company’s performance relative to the applicable metric exceeds the threshold, target or maximum level, then the amounts of cash or equity earned correspond to such performance. Alternatively, if the Company’s results do not exceed the threshold level for a performance metric, then no amounts would be earned or vested. In 2023, we did not achieve the threshold Adjusted Earnings level in our annual incentive plan, and, therefore, there were no payouts resulting from the Company-wide performance which represents 70% of the annual incentive opportunity, demonstrating the robust pay-for-performance orientation of our annual incentive plan. As an important input to our process, our Chairpersons of the Compensation Committee and Nominating Committee and management have also continued to engage in broad stockholder engagement and dialogue regarding our corporate governance, including executive compensation. In the process, we have established critical feedback channels to ensure that we receive and consider such input. Incorporating stockholder feedback continues to be a vibrant and consistent part of the compensation design process. For a discussion of certain non-GAAP financial measures referred to in this proxy statement, including Adjusted EBITDA, Adjusted Earnings, and Free Cash Flow, as well as a reconciliation of these items to the most directly comparable financial measures calculated and presented in accordance with GAAP, reference is made to the sections captioned “Results of Operations – 2023, 2022 and 2021” on p. 26 and “Liquidity and Capital Resources – Free Cash Flow” on p. 38, in each case in our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. We believe that these non-GAAP measures are helpful to management and investors as a measure of operating performance because they exclude various items that do not relate to or are not indicative of operating performance. Such non-GAAP measures should not be considered as a substitute for net income (loss), cash provided (required) by operating activities of continuing operations, or other measures of performance or liquidity reported in accordance with GAAP.
Majority of CEO and Continuing NEO Total Compensation is Performance-Based
| | 2023 CEO Target Total Direct Compensation | | | | | | | Executive | Base Salary ($) | Target Annual Incentive ($) | 2023 Target Long-Term Incentive: PRSUs ($) | 2023 Target Long-Term Incentive: RSUs ($) | 2023 Target Long-Term Incentive: Options ($) | Total ($) | | Mark Douglas | 1,215,000 | 1,640,250 | 3,375,000 | 1,350,000 | 2,025,000 | 9,605,250 | | % of Long-Term Incentive | | | 50% | 20% | 30% | | | % of Overall Total | 13% | 17% | 35% | 14% | 21% | 100% |
50% of CEO and 40% of Other Continuing NEO Equity Compensation is Performance-Based
50% of CEO and 40% of Other Continuing NEO Equity Compensation is Performance-Based In addition, 50% of our CEO’s and 40% of our other continuing NEOs’ target long-term incentive annual equity grant was in the form of PRSUs. The PRSUs are based 70% on relative TSR, compared to a peer group consisting of the S&P 1500 Composite Chemical Index plus select additional chemical company peers, measured over individual annual performance periods and a full three-year performance period, and 30% on cumulative operating cash flow, measured over a three-year performance period. The CEO’s long-term incentive equity grant also included 20% RSUs and 30% options, and the other continuing NEOs’ long-term equity grants included 30% RSUs and 30% options, all of which have three-year cliff vesting. The proportion of total compensation that was variable and at-risk and the performance-based metrics further enhanced the link between pay and performance for the CEO and other continuing NEOs and strengthened the alignment of the interests of the executive officers with those of our stockholders.
Annual Cash Incentive: Rigorous, Pre-Set Financial Goal; Unearned 2023 Annual Incentive Payout Demonstrates Pay for Performance Alignment
Annual Cash Incentive: Rigorous, Pre-Set Financial Goal; Unearned 2023 Annual Incentive Payout Demonstrates Pay for Performance Alignment At the beginning of 2023, we established an annual cash incentive plan target for Adjusted Earnings that was rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant opportunities and risks, including the significant continuing headwinds we were facing. The 2023 Adjusted Earnings target was set at $893 million, nearly the same as the 2022 target, and a decrease from the prior year actual, attributable to anticipated increases in interest expense and taxes from 2022 to 2023. The Compensation Committee first developed a 2023 Adjusted EBITDA target that was a meaningful increase above 2022 Adjusted EBITDA results. The Compensation Committee then took into account the anticipated sharp rise in interest rates that began to accelerate from the end of 2022, and also considered expected higher taxes, particularly attributable to anticipated higher foreign earnings subject to US Global Intangible Low-Taxed Income (GILTI). Upon consideration of these factors, as well as supporting advice from the Compensation Committee’s independent compensation consultant, the Compensation Committee set the 2023 Adjusted Earnings target at a level requiring significant effort to achieve. Actual performance on Adjusted Earnings was below the threshold performance level, resulting in no payout for our CEO and other continuing NEOs as a consequence of the Company-wide performance which represents 70% of the annual incentive opportunity, clearly demonstrating the rigor of our targets and alignment between pay and performance.
Peer Group: Rigorously Determined and Appropriate
Peer Group: Rigorously Determined and Appropriate Each year, the Compensation Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEO and other named executive officers, in the second half of 2022, the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness. The Compensation Committee gave careful consideration to the selection criteria, the range of values on such criteria and the companies included, ultimately determining to add three companies and to omit six companies based on the criteria. Consistent with best practices for corporate governance, the Compensation Committee has committed to review the peer group annually.
Annual Incentive Opportunity
Annual Incentive Opportunity
Annual Incentive Opportunity
| | Company-wide performance accounted for 70% of the annual incentive performance goals; individual performance goals accounted for the other 30%. | | | Adjusted Earnings is the sole Company-wide metric for our CEO and all other continuing NEOs, with Free Cash Flow continuing to serve as a modifier. | | | The Compensation Committee set the Adjusted Earnings target at a level that it considered rigorous and challenging to achieve. Factoring in anticipated increased interest rates and taxes and other factors, the target was set lower than prior year levels. | | | The Adjusted Earnings goal had a threshold performance level of approximately 91% of target, which must be exceeded in order for any payout to be earned. |
Annual Incentive Opportunity
The target opportunity percentage for Mr. Douglas was increased to 135% from 130%. The target opportunity percentages for the other continuing NEOs remained unchanged from the prior year. Adjusted Earnings for the purposes of the annual incentive were $475 million, below the threshold performance level of $809 million. Free Cash Flow was $(524) million, below the threshold performance level of $575 million, which would have resulted in a 10% reduction in the final rating, except that Adjusted Earnings did not exceed the threshold. Ms. Scanlan commenced employment with FMC at the end of 2023 and therefore did not participate in the annual incentive program for 2023. The bonuses for which Ms. Scanlan was eligible in 2023 are described in the section entitled “Leadership Transition” below.
Long-Term Incentive Awards
Long-Term Incentive Awards
Long-Term Incentive Awards
| | The primary (70%) performance metric for the performance-based RSUs remained TSR relative to a custom peer group using the S&P 1500 Composite Chemical Index plus select additional companies. | | | The secondary (30%) performance metric, three-year cumulative operating cash flow, remained. | | | Performance-based RSUs represented 50% of the long-term equity granted to Mr. Douglas and 40% of the long-term equity granted to the other continuing NEOs. | | | Time-based RSUs represented 20% of the total long-term equity grants to Mr. Douglas and 30% of the grants to the other continuing NEOs. | | | Stock options represented 30% of the total long-term equity grants to Mr. Douglas and the other continuing NEOs. |
Long-Term Incentive Awards
Ms. Scanlan commenced employment with FMC at the end of 2023 and therefore did not receive a long-term incentive award for 2023. However, Ms. Scanlan received a sign-on grant of RSUs in lieu of compensation relinquished from her prior employer, as described further in the section entitled “Leadership Transition” below.
Long-Term Incentive Awards
| • | 2021-2023 Performance-Based RSUs Payout. The performance-based RSUs granted in 2021 included both the relative TSR primary metric and the three-year cumulative operating cash flow secondary metric. The Company generated a (47.42)% 2023 annual and (41.10)% cumulative TSR from 2021 to 2023, and its relative percentile ranking for these performance periods were 6.1% and 8.2%, respectively. Based on this performance, the continuing NEOs earned a total of 50% of the target number of performance-based RSUs that had relative TSR as the metric. The Company also produced three-year cumulative operating cash flow of $2,574 million, relative to a target of $3,891 million. Based on this performance, the continuing NEOs received no performance-based RSUs that had operating cash flow as the metric. |
Target Total Direct Compensation Mix
| • | The largest portion of compensation is variable, at-risk pay, in the form of annual and long-term incentives (including annual incentive, performance-based RSUs (“PRSUs”), options and time-based RSUs) | | • | Our program provides a balance between long-term and short-term awards, and the performance objectives are consistent with our business strategy |
Target Total Direct Compensation Mix
Percentage of total direct compensation (“TDC”) as shown in the above charts is based on the 2023 base salary, the 2023 annual incentive compensation opportunity (assuming achievement at the target level)-referred to as “Bonus” in the above charts, the grant date fair value of the performance-based RSUs (assuming vesting at the target achievement level) and the grant date fair value of the time-based stock options and RSU awards. Each compensation element is outlined in more detail in the 2023 Summary Compensation Table below. Ms. Scanlan commenced employment with FMC at the end of 2023 and, therefore, her compensation is not included in the above charts. The compensation elements for Ms. Scanlan’s compensation are outlined in more detail in the 2023 Summary Compensation Table below and in the section entitled “Leadership Transition” below.
Compensation Program Governance
| | What We Do | | What We Don’t Do | | | Use equity for long-term incentive awards | | No highly leveraged incentive plans that encourage excessive risk taking | | | Determine performance-based RSUs based on relative TSR and operating cash flow | | No excessive perquisites | | | Provide change in control benefits under double-trigger circumstances only | | No guaranteed bonuses | | | Benchmark against peers whose profile, operations, and business markets share similarities with the Company | | No discounted stock options | | | Maintain an executive stock ownership policy | | No repricing without stockholder approval or backdating of stock options | | | Apply anti-pledging and anti-hedging policy for Company shares | | No immediate vesting of stock options or restricted stock units except for certain change-in-control with termination and retirement-eligible situations | | | Maintain a clawback policy designed to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements, and an additional clawback trigger in the Company’s long-term incentive plan | | No excise tax gross-ups under our executive officer compensation program | | | Engage independent advisors | | | | | Maintain an appropriate balance between short-term and long-term compensation which discourages short-term risk taking at the expense of long-term results | | | | | Cap annual incentive plan payouts and number of PRSUs that may be earned under long-term incentive plan | | |
Objectives and Philosophy
| • | Balancing variable compensation components so that appropriate focus is put on achieving both short-term and long-term operating and strategic objectives; | | • | Motivating NEOs to achieve desired financial and operational results using sound business judgment and without inappropriate risk taking; | | • | Ensuring that the achievement of key financial goals and strategic objectives is financially rewarding for NEOs; | | • | Displaying a clear correlation between the cost of compensation and pay for performance; and | | • | Aligning the interests of NEOs with the Company’s stockholders. |
Objectives and Philosophy
In general, we believe it is critical to pay executives at a competitive level relative to our peer group in order to attract and retain the talent we need to deliver high performance. In addition to looking at our peer group, we make individual pay decisions based on a variety of factors such as Company, business unit and individual performance, scope of responsibility, critical needs and skills, experience, time in the role, leadership potential and succession planning. The Compensation Committee believes that subjecting a significant percentage of TDC to performance conditions helps focus the executive on achieving key objectives that are important to executing our strategy and delivering the performance expected by stockholders.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities. The Compensation Committee retained Aon as its independent compensation consultant for 2023 compensation decisions. Aon reported directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain, terminate and obtain the advice of Aon at the Company’s expense. Aon’s advice was taken into consideration for all aspects of 2023 compensation as delineated in the Summary Compensation Table. For 2023, Aon provided the Compensation Committee with advice and counsel on a broad range of executive compensation matters. The scope of Aon’s services included, but was not limited to, the following:
Role of Compensation Consultant
| • | Apprising the Compensation Committee of compensation-related trends and developments in the marketplace; | | • | Informing the Compensation Committee of regulatory developments relating to executive compensation practices; | | • | Advising the Compensation Committee on appropriate peer companies for compensation pay levels and design practices, as well as relative performance comparisons; | | • | Providing the Compensation Committee with an assessment of the market competitiveness of the Company’s executive compensation; | | • | Assessing the relationship between executive compensation and corporate performance; and | | • | Recommending changes to the executive compensation program to maintain competitiveness and ensure consistency with business strategies, good governance practices and alignment with stockholder interests. |
Role of Compensation Consultant
At the time that FMC engaged Aon as its executive compensation advisor, the Compensation Committee was aware of the types and general magnitude of the fees for other services that Aon provided to FMC. Aon was selected because the Compensation Committee is confident that the team advising on executive compensation issues was both highly qualified and would be independent. For 2023, in determining the independence of Aon, the Compensation Committee considered independence in light of the six independence factors set forth in the SEC rules and NYSE listing standards. In total, fees paid to Aon during 2023 for services not related to Aon’s work with the Compensation Committee, such as global pension, investment and consulting services and risk brokerage services, were approximately $3,346,117. Fees paid to Aon during 2023 for services related to recommending the amount and form of executive and director compensation were approximately $490,931. Aon had been providing services in areas other than executive compensation consulting to FMC prior to the Compensation Committee’s selection of Aon for executive compensation consulting services. In terms of assessing independence, the Compensation Committee also gave credit to the safeguards that Aon’s executive compensation practice has put in place to maintain its independence. The Compensation Committee also considered that no business or personal relationships exist between any members of the consultants’ teams advising the Company on the one hand, and the Company, any members of the Compensation Committee or any executive officers on the other hand, other than in connection with the services provided. Therefore, the Compensation Committee has concluded that Aon is independent, as no conflict of interest exists between Aon and the Company.
Peer Group
Peer Group The Compensation Committee believes that obtaining relevant market and benchmark data is very important in making determinations about executive compensation. Such information provides a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Company relies on both industry surveys and analysis of proxy statements from peer companies (the “Market”) prepared by its compensation consultant to assess the market competitiveness of the components of its NEO compensation and to validate the appropriateness of TDC, including the appropriate mix of cash and equity, as well as NEO benefits and perquisites. Proxy statement data may not be available for all jobs that are direct comparisons to jobs held by the Company’s NEOs. In such cases, the Company relies more on the broader survey data to assess acceptable ranges for the elements of executive compensation. The Company also believes that internal equity is an important and necessary consideration in valuing jobs. The Company may, as a matter of policy, adjust individual components of TDC to align with the Market or with its general executive pay philosophy as described in the preceding section. However, the Company does not adjust components of TDC based on the amount of compensation earned by an NEO in any prior period. In connection with determining 2023 executive compensation, the Company reviewed a market study of executive compensation at peer companies. The peer group is reviewed periodically for appropriateness, comparability in market segment and industry focus and to account for merger and acquisition activity affecting the companies. Guidelines used for developing the peer group include similar industry representation and revenue and market capitalization generally within the range of one-third to three times that of FMC. Based on the criteria, for 2023, the Company added Bunge Limited, The Andersons, Inc. and Darling Ingredients Inc. to the peer group and omitted Axalta Coating Systems Ltd., The Chemours Company, Huntsman Corporation, Olin Corporation, PPG Industries, Inc., and Westlake Corporation.
Peer Group
| Albemarle Corporation | Darling Ingredients Inc. | | The Andersons, Inc. | Eastman Chemical Company | | Ashland Inc. | Ingredion Incorporated | | Avient Corporation | International Flavors & Fragrances Inc. | | Bunge Limited | The Mosaic Company | | Cabot Corporation | Nutrien Ltd. | | Celanese Corporation | RPM International, Inc. | | CF Industries Holdings, Inc. | The Scotts Miracle-Gro Company | | Corteva, Inc. | |
Peer Group
| | Market Cap ($mm) | 2021 Revenue ($mm) | | 2023 Peers | | | | 25th percentile | $5,132 | $4,950 | | Median | $11,266 | $8,358 | | 75th percentile | $18,901 | $13,983 | | FMC Corporation | $13,086 | $5,045 | | Rank | 55% | 30% |
Peer Group
Note: Revenue amounts are for the most recent year ended March 31, 2022. Market capitalization amounts were as of June 16, 2022.
Annual Incentive
Annual Incentive The annual incentive plan for executive officers is a cash plan that rewards NEOs for the achievement of key short-term objectives. Its structure aligns our NEOs’ interests with those of our stockholders by providing incentives to the NEOs to achieve certain short-term financial and operational results that the Compensation Committee views as critical to the execution of our business strategy. The amount of the annual incentive opportunity and payout for the NEOs is determined as follows:
Performance Measures
Performance Measures To determine payouts earned, the annual incentive plan has two categories of performance measures: a Company Measure and Individual Measures.
Free Cash Flow
Free Cash Flow Again in 2023, the Compensation Committee also included a modifier in the design of the annual incentive plan. For 2023, the Compensation Committee viewed the achievement of target performance with respect to free cash flow as critical, as the ability of the Company to generate cash is vital to funding operations and returning capital to stockholders, and it is something that is more directly within management’s control. In addition to serving as a part of the annual incentive for the NEOs, the annual incentive program for a larger group of our senior leaders used the same or similar metrics, so that the full management team is aligned. The Compensation Committee added this modifier in part to motivate all of the members of this larger group to achieve the Free Cash Flow goal, and believes it was effective in doing so. Because of how critical it is to achieve cash flow performance within the target range, the modifier only applies if cash flow is either above a maximum level or below a threshold level. If cash flow achievement is either higher than the maximum or lower than the threshold, then the Committee applies a performance modifier factor of +10% or -10%, respectively, to the Company’s Adjusted Earnings Company Measure Rating. The modifier does not apply when cash flow is at or above the threshold level but does not exceed the maximum amount. We define free cash flow, a non-GAAP financial measure, as all cash inflows and outflows excluding those related to financing activities (such as debt repayments, dividends, and share repurchases) and acquisition related investing activities. Free cash flow is calculated as all cash from operating activities reduced by spending for capital additions and other investing activities as well as legacy and transformation spending.
Performance Goals for the Company Measure
Performance Goals for the Company Measure
Target
Target The Compensation Committee obtains input from executive officers regarding the annual operating plan, expected financial results, industry forecasts and related risks. Based on this information, the Compensation Committee establishes the targets for the annual incentive plan. For each metric, the Compensation Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking. In setting the target for the Company Measure, the Compensation Committee set it at a level that it considered rigorous and challenging, which took into account the relevant risks and opportunities. It then reviewed the relevant financial objectives set as a result of the detailed budgeting process, and assessed various factors related to the achievability of the budget target. The 2023 Adjusted Earnings target was set at $893 million, nearly the same as the 2022 target, and a decrease from the prior year actual, attributable to anticipated increases in interest expense and taxes from 2022 to 2023. The Compensation Committee first developed a 2023 Adjusted EBITDA target that was a meaningful increase above 2022 Adjusted EBITDA results. The Compensation Committee then took into account the anticipated sharp rise in interest rates that began to accelerate from the end of 2022, and also considered expected higher taxes, particularly attributable to anticipated higher foreign earnings subject to US Global Intangible Low-Taxed Income (GILTI). Upon consideration of these factors, as well as supporting advice from the Compensation Committee’s independent compensation consultant, the Compensation Committee set the 2023 Adjusted Earnings target at a level requiring significant effort to achieve. These factors include:
Threshold; Maximum
Threshold; Maximum Having set the targets, the Compensation Committee also set the threshold and maximum performance levels. For 2023, the Compensation Committee set the threshold level at a relatively high-performance level that equates to approximately 91% of the target for Adjusted Earnings. The Compensation Committee set the maximum level at a performance level that equates to approximately 112% of target for Adjusted Earnings, a level that presented a significant challenge requiring exceptionally strong performance. The Compensation Committee assesses performance achievement against the performance metric and determines the rating, and then, based on the weighting, determines the results, which yields an overall BPI rating for this metric. The Company Measures (BPI) rating may range from 0 (at or below threshold) to 1.0 (target) to 2.0 (maximum).
Determination of Performance
| | 2023 Company Measures | | | | | | | | Performance Metric | Below Threshold ($ in millions) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Results(1) ($ in millions) | % Achievement(1)(2) | Equivalent Company Measures (BPI) Rating | | Adjusted Earnings(2) | Less than 809 | 809 | 893 | 1,001 | 475 | 0% | 0.0 | | Percentage of Target | Less than ~91% | ~91% | 100% | ~112% | | | | | Payout Percentage | 0% | 0% | 100% | 200% | | | | | Cash Flow Modifier | Less than 575 | 575 | Between 575 and 675 | More than 675 | (524) | (10)% | 0.0 | | BPI Rating Percentage | (10)% | 0% | 0% | 10% | | | | | Final Company Measure (BPI) Rating | | | | | | | 0.0 |
Individual Measures
Individual Measures The Compensation Committee also considers Individual Measures (“Annual Performance Incentive,” or “API”), which represent 30% of the annual incentive target opportunity. The Individual Measures generally consist of non-financial objectives specific to each NEO but may include financial measures at the discretion of the CEO. The non-financial objectives include measures that relate to our Sustainability objectives, and also take into account significant contributions made during the year that were not anticipated when goals were initially set. In early 2023, the Board met with Mr. Douglas in his capacity as President and CEO, and Mr. Douglas met with the continuing NEOs to discuss the specific items, and expectations of achievement, constituting the Individual Measures portion of the annual incentive for such individual executive officer. With respect to Ms. Scanlan, please see the section entitled “Leadership Transition” below. The CEO’s 2023 Individual Measures and performance with respect thereto resulting in the API rating set forth in the table below include the following:
Payout Calculation
Payout Calculation Finally, the Compensation Committee takes 70% of the target cash incentive opportunity of each executive officer for the Company Measures component and multiplies it by the applicable Company Measures ratings for the applicable performance metrics to determine the Company Measures amount to be paid. Similarly, the Compensation Committee takes 30% of the target cash incentive opportunity of each executive officer for the Individual Measures component and multiplies it by the applicable Individual Measures rating to determine the Individual Measures amount to be paid. The Compensation Committee then adds the amounts for the Company Measures component and the Individual Measures components to determine the total 2023 annual incentive payout for each NEO.
Payout Calculation
| NEO | Target Incentive | Company Measures (BPI): 70% of Target Incentive | Company Measures Rating | Company Measures Incentive Payout Amount | Individual Measures (API) 30% of Target | Individual Measures (API) Rating | Individual Measures Incentive Payout Amount | Total 2023 Incentive Payout Amount | | Mark Douglas | $1,640,250 | $1,148,175 | 0.0 | $0 | $492,075 | 1.6 | $787,320 | $787,320 | | Andrew Sandifer | $622,464 | $435,725 | 0.0 | $0 | $186,739 | 2.0 | $373,478 | $373,478 | | Ronaldo Pereira | $385,440 | $269,808 | 0.0 | $0 | $115,632 | 1.85 | $213,919 | $213,919 | | Michael Reilly | $405,503 | $283,852 | 0.0 | $0 | $121,651 | 1.5 | $182,477 | $182,477 |
Long-Term Incentives
Long-Term Incentives The third and largest main component of the executive compensation program is long-term equity incentives. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. In 2023, long-term incentives (“LTI”) were granted to executives via three different vehicles: performance-based restricted stock unit awards, stock options and time-based restricted stock unit awards. The Compensation Committee believes that LTI awards should compensate NEOs, in a meaningful way, for delivering sustainable long-term value to stockholders. LTI awards for the NEOs, except for the CEO, are recommended by the CEO and approved by the Compensation Committee. The LTI awards for the CEO are approved by the Compensation Committee in Executive Session. All LTI awards are approved during the February meeting of the Compensation Committee. Generally, LTI grants vest based on Company performance and/or the NEO’s continued service over a three-year period, except that NEO grants vest sooner in certain retirement-eligible situations. Unvested LTI grants are generally forfeited upon a cessation of service, but in certain scenarios, awards may vest upon or following a termination, as further described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.
2023 LTI VEHICLE MIX
2023 LTI VEHICLE MIX
2023 LTI VEHICLE MIX
| Equity Vehicle | 2023 Allocation | Performance Metric; How Payouts Are Determined | Performance Period; Vesting Period | Rationale for Use | | Performance-Based Restricted Stock Units (PRSUs) | 50% (CEO); 40% (NEOs) | • 70%: Relative TSR | • 25% three-year period, • 25% each individual 1-year period | • Links with stockholder value creation • Aligns with stockholders • Filters out macroeconomic and other factors not within management’s control | | | | • 30%: three-year cumulative operating cash flow | • Three-year period | • Aligns with operational focus on returning cash to stockholders • Aligns with role of cash flow as a key driver of long-term value • Gives management more direct control over outcome | | Stock Options | 30% (CEO and NEOs) | • Share price appreciation | • Three-year cliff vesting • Exercise price: closing price on grant date • 10-year term | • Prioritizes increasing stockholder value • Promotes long-term focus | | Time-Based Restricted Stock Units (RSUs) | 20% (CEO); 30% (NEOs) | • Value of stock | • Three-year cliff vesting | • Aligns with stockholders • Promotes retention and reinforces ownership culture • Provides value even during stock price or market underperformance |
2023 LTI VEHICLE MIX
The target values for the annual LTI awards granted in February of 2023 were as follows:
2023 LTI VEHICLE MIX
| NEO | PRSUs ($) | Options ($) | RSUs ($) | Total ($) | | Mark Douglas | 3,375,000 | 2,025,000 | 1,350,000 | 6,750,000 | | Andrew Sandifer | 632,760 | 474,570 | 474,570 | 1,581,900 | | Ronaldo Pereira | 348,000 | 261,000 | 261,000 | 870,000 | | Michael Reilly | 319,920 | 239,940 | 239,940 | 799,800 | | Jacqueline Scanlan(1) | N/A | N/A | N/A | N/A |
2023 LTI VEHICLE MIX
| (1) Ms. Scanlan joined the Company effective September 25, 2023, and did not receive regular annual grants in 2023. She received a sign on grant of RSUs in lieu of compensation relinquished from her prior employer, as discussed in the section entitled “Leadership Transition” below. |
Performance-Based Restricted Stock Unit Awards
Performance-Based Restricted Stock Unit Awards Performance-based awards are granted in the form of performance-based restricted stock units. The Compensation Committee believes that having share-based performance awards reflects pay for performance and closely aligns the interests of executive officers and stockholders. The number of performance-based restricted stock units earned is based on our achievement against two performance metrics, Relative TSR and three-year cumulative operating cash flow. The Compensation Committee utilized these two in order to focus executive officers on the critical strategic priorities of generating superior stockholder returns and generating long-term cash flow. Relative TSR represents 70% of overall performance, and three-year cumulative operating cash flow represents 30%. The Compensation Committee considers both metrics as building blocks to achieve our key strategic goals. In determining the amount of performance-based restricted stock units required to meet the compensation level approved for an NEO, the Company divides that portion of the LTI award value related to each of the two performance metrics by using a 30-day average stock price for the period ending one week prior to the February meeting of the Compensation Committee.
Relative TSR
Relative TSR The Compensation Committee has selected relative TSR because it ties executive officer compensation to the creation of stockholder value and aligns the interests of executive officers with those of our stockholders. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles. With respect to the relative TSR portion, following the same approach as last year and in an effort to maintain a consistent and robust peer group of relevant performance peers, the 2023-2025 peer group reflects all companies included in the S&P 1500 Composite Chemical Index plus select additional chemical company peers, including companies not included in the index but a part of the Company’s compensation peer group, as described above. The 2023-2025 peer group differs from the 2022-2024 peer group due to changes in the companies included in the S&P 1500 Composite Chemical Index and a change in the companies included in the FMC compensation peer group, as described above.
Relative TSR
| AdvanSix Inc. | Innospec Inc. | | Air Products and Chemicals, Inc. | International Flavors & Fragrances, Inc. | | Akzo Nobel N.V. | Koppers Holdings, Inc. | | Albemarle Corporation | Linde plc | | American Vanguard Corporation | Livent Corporation | | The Andersons, Inc. | LyondellBasell Industries N.V. | | Ashland Inc. | Mativ Holdings, Inc. | | Avient Corporation | Minerals Technologies Inc. | | Balchem Corporation | The Mosaic Company | | BASF SE | NewMarket Corporation | | Bunge Limited | Nutrien Ltd. | | Cabot Corporation | Olin Corporation | | Celanese Corporation | PPG Industries, Inc. | | CF Industries Holdings, Inc. | Quaker Chemical Corporation | | The Chemours Company | Rayonier Advanced Materials Inc. | | Corteva, Inc. | RPM International Inc. | | Darling Ingredients, Inc. | The Scotts Miracle-Gro Company | | Dow Inc. | Sensient Technologies Corporation | | DuPont de Nemours, Inc. | The Sherwin-Williams Company | | Eastman Chemical Company | Stepan Company | | Ecolab Inc. | Tredegar Corporation | | FutureFuel Corp. | Trinseo PLC | | H.B. Fuller Company | Valhi, Inc. | | Hawkins, Inc. | Valvoline Inc. | | Ingevity Corporation | Westlake Corporation | | Ingredion Incorporated | |
Relative TSR
Relative TSR performance is calculated as four point-to-point measurements from 2023 to 2025. TSR performance is calculated for each of the three calendar years, as well as for the three-year period as a whole. Each of these four measurement periods carries a weight of 25% in calculating the final number of shares due. When the performance measure has been met for a particular calendar year during the three-year period of the award, that portion of units is “banked”, but is not considered “earned” and shares will not be delivered unless and until the executive remains in service for the three-year performance period (except in certain circumstances as described below under the heading entitled “Potential Payments Upon Termination or Change in Control”) and the performance is approved by the Compensation Committee. If cash dividends are paid to the Company’s stockholders during the applicable measurement period, dividend equivalent units are credited with respect to the banked units and are delivered to the executive if and when the banked units are delivered. In addition, if cash dividends are paid to the Company’s stockholders following the applicable measurement period, the executive will generally receive a special cash payment equal to the amount the executive would have received had the executive been the record holder of the shares underlying banked units when the dividend was declared and paid. Any value earned by executives for these awards is based on the Company achieving a relative performance measure of TSR at or above the 35th percentile (the threshold), and units will be banked as set forth in the table below.
Relative TSR
| Level | Percentile Ranking of Company’s Total Stockholder Return Versus Peer Group Total Stockholder Return | Percentage of the Target Units Banked | | Below Threshold | Below the 35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 80th Percentile or higher | 200% |
Relative TSR
If the cumulative three-year TSR performance for the period is negative, that portion (25%) of the payout is capped at 100% (target). For example, in the event of a broad and protracted market downturn, if the Company’s cumulative three-year TSR performance is negative, but still superior to most of the peer group, the payout for the three-year measurement period will be limited to target (even though performance in that scenario would have exceeded target). The Compensation Committee believes it is appropriate to limit the payout in such circumstances, notwithstanding relative outperformance. The Compensation Committee believes that the cyclicality of the Company’s business – being tied to the broader cycles inherently related to agriculture – and the difficulty of finding peers with the same type of industry exposure, necessitate both a payment for performance beginning at the 35% TSR percentile, and a system for banking payouts based in part on one-year periods with a continuing service condition.
Cumulative Three-Year Operating Cash Flow
Cumulative Three-Year Operating Cash Flow Beginning in 2019, the Compensation Committee added “Three-Year Cumulative Operating Cash Flow” as a performance metric, representing 30% of the performance-based RSUs. This metric was added because it is highly aligned with our strategy for creating stockholder value, including our operational focus on returning cash to stockholders, it is something over which management has substantial control, and it unites management toward a common goal. Operating Cash Flow is calculated as Adjusted EBITDA plus or minus the change in working capital. The change in working capital is defined as the sum of (a) trade receivables (net), (b) guarantees of vendor financing, (c) inventories, (d) accounts payable (trade and other), (e) advance payments from customers, and (f) accrued customer rebates, each as reported in the Company’s consolidated statements of cash flow for the relevant year. Three-Year Operating Cash Flow will be the sum of Operating Cash Flow of each individual year in the three-year period. The performance period for the 2023 award runs from January 1, 2023 through December 31, 2025. When dividends are paid on the Company’s Common Stock, dividend equivalent units accrue on unvested PRSUs during the performance period and are paid out upon vesting of such PRSUs based on the number of shares earned and delivered in respect of such PRSUs. We do not publicly disclose our specific performance measure targets and the corresponding minimums and maximums before the conclusion of the three-year performance period, because of the potential for competitive harm from such disclosure. This measure is competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Compensation Committee believes that it has set the performance goal at a rigorous and challenging level so as to require significant effort and achievement by our executive officers to be attained, and that such goal has been established in light of the macroeconomic and industry environments, as well as our internal forecast. After the end of the performance period, the targets and achievement relative to such targets will be disclosed. The Compensation Committee granted the following number of performance-based restricted stock units to the NEOs in early 2023:
2021-2023 Performance-Based RSU Awards
2021-2023 Performance-Based RSU Awards For the 2021-2023 performance periods, the Company’s relative TSR performance was as follows, resulting in a payout at 50% of target:
2021-2023 Performance-Based RSU Awards
| | TSR | Peer Group† | Target | | | TSR | | Measurement Periods | Performance | Percentile | 0.0 | 1.0 | 2.0 | Rating | | 2021-2023 Grant Year 1 (2021 TSR) | (5.93)% | 13.5% | 35% | 50% | 80% | 0.00 | | 2021-2023 Grant Year 2 (2022 TSR) | 16.77% | 89.8% | 35% | 50% | 80% | 2.00 | | 2021-2023 Grant Year 3 (2023 TSR) | (47.42)% | 6.1% | 35% | 50% | 80% | 0.00 | | 3 Year TSR 2021-2023 | (41.10)% | 8.2% | 35% | 50% | 80% | 0.00 | | Total | | | | | | 0.50 |
2021-2023 Performance-Based RSU Awards
| † As described above, peer group composition varies by grant year. |
2021-2023 Performance-Based RSU Awards
For the 2021-2023 performance period, the Company’s cumulative operating cash flow performance was as follows, resulting in a payout at 0% of target:
2021-2023 Performance-Based RSU Awards
| | 2021-2023 Measurement Period | | | | | | | | Performance Metric | Below Threshold ($ in millions) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Results ($ in millions) | % Achievement | Rating | | Cumulative Three-Year Operating Cash Flow | Less than 3,125 | 3,125 | 3,891 | 4,377 | 2,574 | 0% | 0.0 | | Percentage of Units Earned(1) | 0% | 25% | 100% | 200% | | | |
2021-2023 Performance-Based RSU Awards
| (1) Payouts for performance between the levels set forth above will be ratably interpolated. No additional payout is made for Cumulative Operating Cash Flow achievement in excess of $4,377 million. |
2021-2023 Performance-Based RSU Awards
For the performance periods of 2022 and 2023, the Company’s relative TSR performance was as follows:
2021-2023 Performance-Based RSU Awards
| | TSR | Peer Group† | Target | | | | | Measurement Periods | Performance | Percentile | 0.0 | 1.0 | 2.0 | TSR Rating | | 2022-2024 Grant Year 1 (2022 TSR) | 16.77% | 89.8% | 35% | 50% | 80% | 2.00 | | 2022-2024 Grant Year 2 (2023 TSR) | (47.42)% | 6.1% | 35% | 50% | 80% | 0.00 |
2021-2023 Performance-Based RSU Awards
| † As described above, peer group composition varies by grant year. |
2023-2025 Performance-Based RSU Awards
2023-2025 Performance-Based RSU Awards For the 2023 performance period, the Company’s relative TSR performance was as follows:
2023-2025 Performance-Based RSU Awards
| | TSR | Peer Group† | Target | | | | | Measurement Periods | Performance | Percentile | 0.0 | 1.0 | 2.0 | TSR Rating | | 2023-2025 Grant Year 1 (2023 TSR) | (47.42)% | 5.9% | 35% | 50% | 80% | 0.00 |
2023-2025 Performance-Based RSU Awards
| † As described above, peer group composition varies by grant year. |
Stock Option Awards and Time-Based Restricted Stock Unit Awards
Stock Option Awards and Time-Based Restricted Stock Unit Awards In addition to motivating performance through the performance-based restricted stock units, the Compensation Committee structured the balance of the equity vehicles and the relative weight assigned to each type (1) to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and (2) to ensure some amount of value delivery through time-based restricted stock units, which are complementary because they have upside potential but deliver some value even if the stock price does not go up, while also reinforcing an ownership culture and commitment to us. Stock options cliff-vest after three years, which reinforces the creation of sustainable long-term stockholder value and promotes retention. In determining the number of options required to meet the compensation level approved for an NEO, the Company divides that portion of the Compensation Committee-approved LTI award value related to stock options by the fair value of the option based on a Black-Scholes pricing model calculation using a 30-day average stock price for the period ending one week prior to the February meeting of the Compensation Committee. The exercise price of all stock option awards to NEOs is equal to the closing price of the Company’s stock on the date of the grant. Time-based restricted stock units also cliff-vest after three years. In determining the amount of restricted stock units required to meet the compensation level approved for an NEO, the Company divides that portion of the LTI award value related to restricted stock units for that year by a 30-day average stock price for the period ending one week prior to the February meeting of the Compensation Committee. During the vesting period, if cash dividends are paid to the Company’s stockholders, the NEO will generally receive a special cash payment equal to the amount the NEO would have received had the NEO been the record holder of the shares underlying the RSUs when the dividend was declared and paid. Generally, once the vesting condition is satisfied, the shares, less any shares used to satisfy statutory tax withholding obligations, are issued to the NEO.
Potential Benefits Related to Change in Control or NEO Termination
Potential Benefits Related to Change in Control or NEO Termination The Compensation Committee believes that the long-term interests of stockholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. The Company has entered into an executive severance agreement with each NEO that provides certain financial benefits in the event of a change in control. These are “double trigger” arrangements – i.e., severance benefits under these arrangements are only triggered by a qualifying event (see the section of this proxy statement entitled “Potential Payments Upon Termination or Change in Control”) that also results in the executive’s termination of employment under certain specified circumstances within 24 months following the event. Likewise, unless the Board decides otherwise, upon a change in control, the vesting of otherwise unvested LTI awards will accelerate only upon the occurrence of a termination of employment in connection with the change in control. In addition, the Compensation Committee has approved severance guidelines applicable to the NEOs in the event of the termination of their employment unrelated to a change in control, which are intended to provide reasonable transition assistance. The details of all of the above-described benefits are set forth in the section of this proxy statement entitled “Potential Payments Upon Termination or Change in Control”.
Pension Benefits
Pension Benefits Only Mr. Reilly is eligible for retirement benefits under (i) a qualified defined benefit plan (the “Qualified Plan”) available on a non-discriminatory basis to all U.S.-based employees hired before July 2007 who meet the service criteria; and (ii) a nonqualified defined benefit plan (the “Nonqualified Plan”), which is designed to restore the benefits that would have been earned under the Qualified Plan, absent the limits placed by the Internal Revenue Code. The details of these defined benefit plans are set forth in the 2023 Pension Benefits Table and the narrative that follows it.
SUMMARY COMPENSATION TABLE 2023
SUMMARY COMPENSATION TABLE 2023
SUMMARY COMPENSATION TABLE 2023
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards(1)(2) ($) (e) | Option Awards(1) ($) (f) | Non-Equity Incentive Plan Compensation(3) ($) (g) | Change In Pension Value(4) ($) (h) | All Other Compensation(5) ($) (i) | Total ($) (j) | | MARK DOUGLAS | 2023 | 1,198,750 | — | 5,114,362 | 2,102,443 | 787,320 | N/A | 420,562 | 9,623,437 | | President and | 2022 | 1,138,125 | — | 5,038,115 | 1,879,021 | 2,590,835 | N/A | 423,803 | 11,069,899 | | Chief Executive Officer | 2021 | 1,089,375 | — | 3,296,620 | 1,426,937 | 2,320,763 | N/A | 355,976 | 8,489,671 | | ANDREW SANDIFER | 2023 | 720,333 | — | 1,182,205 | 492,757 | 373,478 | N/A | 144,831 | 2,913,604 | | Executive Vice President | 2022 | 662,075 | — | 1,290,671 | 495,406 | 999,429 | N/A | 138,536 | 3,586,117 | | and Chief Financial Officer | 2021 | 581,575 | — | 759,484 | 327,801 | 836,653 | N/A | 112,384 | 2,617,897 | | RONALDO PEREIRA | 2023 | 502,240 | — | 650,165 | 270,995 | 213,919 | N/A | 149,566 | 1,786,885 | | Executive Vice President and | 2022 | 458,550 | — | 653,027 | 250,503 | 628,442 | N/A | 155,054 | 2,145,576 | | President, FMC Americas | 2021 | 427,450 | — | 539,098 | 155,677 | 532,511 | N/A | 49,090 | 1,703,826 | | MICHAEL REILLY | 2023 | 572,393 | — | 598,013 | 249,156 | 182,477 | 302,470 | 46,488 | 1,950,997 | | Executive Vice President, | 2022 | 541,485 | — | 653,027 | 250,503 | 628,717 | — | 54,871 | 2,128,603 | | General Counsel, Chief Compliance Officer and Secretary | 2021 | 501,380 | — | 423,093 | 182,656 | 569,996 | 675,569 | 45,863 | 2,398,557 | | JACQUELINE SCANLAN | 2023 | 148,413 | 441,376 | 2,212,061 | — | — | N/A | 9,083 | 2,810,933 | | Executive Vice President and | 2022 | — | — | — | — | — | — | — | — | | Chief Human Resources Officer(6) | 2021 | — | — | — | — | — | — | — | — |
SUMMARY COMPENSATION TABLE 2023
| (1) The amounts in these columns reflect the grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 15 to the Consolidated Financial Statements contained in the Company’s report on Form 10-K for the year ended December 31, 2023 for the assumptions used in the valuations that appear in these columns. The awards in Column (e) are comprised of restricted stock units and performance-based restricted stock units. | | (2) For 2023, the amounts listed in this column include the following grants: (i) performance-based restricted stock unit grants for Mr. Douglas, 26,308 units; for Mr. Sandifer, 4,936 units; for Mr. Pereira, 2,714 units; and for Mr. Reilly, 2,497 units; and (ii) restricted stock unit grants, for Mr. Douglas, 10,523 units; for Mr. Sandifer, 3,699 units; for Mr. Pereira, 2,035 units; for Mr. Reilly, 1,871 units; and for Ms. Scanlan, 33,511 units. Per SEC rules, the values of PRSUs are reported in this column based on their probable (target) outcomes at the grant date. However, the terms of the PRSUs permit additional shares to be earned based on above-target performance. In each case, the maximum numbers of shares that may be earned is equal to twice the target amount. The grant date value of the maximum number of shares that may be earned under the PRSUs was $7,512,108 for Mr. Douglas, $1,409,477 for Mr. Sandifer, $774,975 for Mr. Pereira, and $713,008 for Mr. Reilly. | | (3) For 2023, amounts listed in this column were amounts paid with respect to the 2023 annual incentive plan. | | (4) For 2023, the amounts listed in this column are attributable to changes in the pension values under the Company’s qualified and nonqualified defined benefit plans. Details of these defined benefit plans are set forth in the Pension Benefits Table 2023 and the narrative that follows. For 2023, Mr. Reilly was the only NEO with such a benefit. | | (5) For 2023, the amounts stated in this column include: (i) with respect to the employer matching contribution to the FMC Corporation Savings and Investment Plan, for Messrs. Douglas, Sandifer, Pereira, and Reilly, $13,200; and for Ms. Scanlan, $1,833; (ii) with respect to the employer matching contribution to the FMC Corporation Non-Qualified Savings and Investment Plan, for Mr. Douglas, $52,683; for Mr. Sandifer, $34,133; for Mr. Pereira, $24,186; and for Mr. Reilly, $26,778; (iii) with respect to employer core contributions to the Qualified and Nonqualified Savings and Investment Plans, for Mr. Douglas, $16,500 for the Qualified Plan and $172,979 for the Nonqualified Plan; for Mr. Sandifer, $16,500 for the Qualified Plan and $69,488 for the Nonqualified Plan; for Mr. Pereira, $16,500 for the Qualified Plan and $40,034 for the Nonqualified Plan; and for Ms. Scanlan, $6,875 for the Qualified Plan; (iv) for Mr. Douglas, $133,178, representing the aggregate incremental cost for personal use of the Company airplane; and (v) for Mr. Pereira, $26,568 for airfare and $22,568 for a related tax gross-up, in connection with home leave expenses. The amounts in this column also include the aggregate incremental costs for the following: for Mr. Douglas, financial planning, club memberships, and reserved parking; for Mr. Sandifer, charitable matching contributions in excess of the limit available to other U.S.-based employees, financial planning, and reserved parking; for Mr. Pereira, financial planning and reserved parking; for Mr. Reilly, financial planning and reserved parking; and for Ms. Scanlan, reserved parking. The aggregate incremental cost for each of the perquisites and personal benefits that was quantified in this footnote (5) was calculated based on the amount the Company or its affiliate paid for such benefit times the percentage of personal use not reimbursed to the Company or its affiliate. | | (6) See the section entitled “Leadership Transition” above for a description of the amounts that appears in the “Bonus” and “Stock Awards” columns for Ms. Scanlan for 2023. |
SUMMARY COMPENSATION TABLE 2023
The Summary Compensation Table lists all 2021, 2022 and 2023 compensation, as defined by the rules of the SEC, for the Chief Executive Officer, the Chief Financial Officer, and each of the Company’s three most highly compensated other executive officers that served as of the end of the fiscal year. The base salary, annual incentives and LTIs (consisting of stock options, restricted stock units and performance-based restricted stock units), paid or awarded to these officers were determined by the Compensation Committee, as also described in the Compensation Discussion and Analysis. The material terms of the annual incentive and LTI awards are also described under “Components of Executive Compensation” under the Compensation and Discussion Analysis. The material terms of the qualified and nonqualified defined benefit plans, which are the basis for the accruals reported in Column (h) of the Summary Compensation Table above, are described in the narrative to the Pension Benefits Table.
GRANTS OF PLAN-BASED AWARDS TABLE 2023
GRANTS OF PLAN-BASED AWARDS TABLE 2023
GRANTS OF PLAN-BASED AWARDS TABLE 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Number of Shares of Stock or Units(2) | | | All Other Stock Awards: | All Other Option Awards: | Exercise | Grant Date Fair | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | Number of Shares of Stock or Units (#) (i) | Number of Securities Underlying Options (#) (j) | or Base Price of Option Awards ($/sh) (k) | Value of Stock and Option Awards ($) (l) | | Mark Douglas | N/A | 0 | 1,640,250 | 3,280,500 | | | | | | | | | | 2/23/2023(3) | | | | 9,208 | 18,416 | 36,832 | | | | 2,737,354 | | | 2/23/2023(4) | | | | 3,946 | 7,892 | 15,784 | | | | 1,018,699 | | | 2/23/2023 | | | | | | | 10,523 | | | 1,358,309 | | | 2/23/2023 | | | | | | | | 49,963 | 129.08 | 2,102,443 | | Andrew Sandifer | N/A | 0 | 622,464 | 1,244,928 | | | | | | | | | | 2/23/2023(3) | | | | 1,728 | 3,456 | 6,912 | | | | 513,700 | | | 2/23/2023(4) | | | | 740 | 1,480 | 2,960 | | | | 191,038 | | | 2/23/2023 | | | | | | | 3,699 | | | 477,467 | | | 2/23/2023 | | | | | | | | 11,710 | 129.08 | 492,757 | | Ronaldo Pereira | N/A | 0 | 385,440 | 770,880 | | | | | | | | | | 2/23/2023(3) | | | | 950 | 1,900 | 3,800 | | | | 282,416 | | | 2/23/2023(4) | | | | 407 | 814 | 1,628 | | | | 105,071 | | | 2/23/2023 | | | | | | | 2,035 | | | 262,678 | | | 2/23/2023 | | | | | | | | 6,440 | 129.08 | 270,995 | | Michael Reilly | N/A | 0 | 405,503 | 811,006 | | | | | | | | | | 2/23/2023(3) | | | | 874 | 1,748 | 3,496 | | | | 259,823 | | | 2/23/2023(4) | | | | 375 | 749 | 1,498 | | | | 96,681 | | | 2/23/2023 | | | | | | | 1,871 | | | 241,509 | | | 2/23/2023 | | | | | | | | 5,921 | 129.08 | 249,156 | | Jacqueline Scanlan | 9/27/2023 | | | | | | | 33,511 | | | 2,212,061 |
GRANTS OF PLAN-BASED AWARDS TABLE 2023
| (1) The actual amount of the annual incentive paid to the NEO with respect to 2023 is stated in Column (g) of the Summary Compensation Table. The threshold, target and maximum performance signify performance that will yield a BPI rating of 0, 1.0 and 2.0, respectively. In order for any payout to be earned, performance must exceed the threshold level. The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and maximum achievement levels is determined using straight-line interpolation. | | (2) Consists of performance-based RSUs awarded under our long-term equity incentive compensation plan. Each PRSU is equivalent to one share of our Common Stock. | | (3) The PRSUs reflected in this row are earned for achieving specified relative TSR percentile ranks during the three-year performance period beginning January 1, 2023 and ending December 31, 2025. See “Performance-Based Restricted Stock Unit Awards” under Compensation Discussion and Analysis, Long-Term Incentives for a discussion of the terms of these performance-based RSUs. | | (4) The PRSUs reflected in this row are earned for achieving specified three-year cumulative operating cash flow levels during the three-year performance period beginning January 1, 2023 and ending December 31, 2025. See “Cumulative Three-Year Operating Cash-Flow” under Compensation Discussion and Analysis, Long-Term Incentives for a discussion of the terms of these performance-based RSUs. |
GRANTS OF PLAN-BASED AWARDS TABLE 2023
The awards contained in the Grants of Plan-Based Awards Table above were granted under the FMC Incentive Compensation and Stock Plan or its successor plan, the FMC Corporation 2023 Incentive Stock Plan, which are administered by the Compensation Committee.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 2023
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 2023
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 2023
| | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested(2) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | Mark Douglas | 9,969 | | | 63.13 | 2/17/2024 | 9,083(4) | 572,683 | | | | | 12,585 | | | 73.78 | 2/15/2028 | 10,749(5) | 677,724 | | | | | 27,964 | | | 75.69 | 2/20/2029 | 10,523(6) | 663,475 | | | | | 47,681 | | | 92.36 | 2/27/2030 | 9,570(7) | 603,389 | 4,703(8) | 296,524 | | | | 50,404 | | 104.97 | 2/24/2031 | | | 2,016(9) | 127,109 | | | | 56,040 | | 114.90 | 2/24/2032 | | | 6,906(10) | 435,423 | | | | 49,963 | | 129.08 | 2/23/2033 | | | 1,973(11) | 124,398 | | Andrew Sandifer | 3,352 | | | 73.78 | 2/15/2028 | 3,130(4) | 197,347 | | | | | 17,569 | | | 75.69 | 2/20/2029 | 4,251(5) | 268,026 | | | | | 13,485 | | | 92.36 | 2/27/2030 | 3,699(6) | 233,222 | | | | | | 11,579 | | 104.97 | 2/24/2031 | 2,019(7) | 127,298 | 992(8) | 62,546 | | | | 14,775 | | 114.90 | 2/24/2032 | | | 426(9) | 26,859 | | | | 11,710 | | 129.08 | 2/23/2033 | | | 1,296(10) | 81,713 | | | | | | | | | | 370(11) | 23,329 | | Ronaldo Pereira | 2,933 | | | 73.78 | 2/15/2028 | 1,486(4) | 93,692 | | | | | 4,374 | | | 75.69 | 2/20/2029 | 2,150(5) | 135,558 | | | | | 5,787 | | | 92.36 | 2/27/2030 | 2,035(6) | 128,307 | | | | | | 5,499 | | 104.97 | 2/24/2031 | 2,184(12) | 137,701 | | | | | | 7,471 | | 114.90 | 2/24/2032 | 1,022(7) | 64,437 | 502(8) | 31,651 | | | | 6,440 | | 129.08 | 2/23/2033 | | | 216(9) | 13,619 | | | | | | | | | | 713(10) | 44,923 | | | | | | | | | | 204(11) | 12,862 | | Michael Reilly | 2,958 | | | 54.89 | 2/27/2025 | 1,744(4) | 109,959 | | | | | 4,219 | | | 49.89 | 2/27/2027 | 2,150(5) | 135,558 | | | | | 2,514 | | | 73.78 | 2/15/2028 | 1,871(6) | 117,967 | | | | | 8,444 | | | 75.69 | 2/20/2029 | 1,022(7) | 64,437 | 502(8) | 31,651 | | | 6,645 | | | 92.36 | 2/27/2030 | | | 216(9) | 13,619 | | | | 6,452 | | 104.97 | 2/24/2031 | | | 656(10) | 41,329 | | | | 7,471 | | 114.90 | 2/24/2032 | | | 188(11) | 11,853 | | | | 5,921 | | 129.08 | 2/23/2033 | | | | | | Jacqueline Scanlan | | | | | | 33,511(13) | 2,112,869 | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 2023
| (1) For the option awards with an expiration date of 2/24/2031, the vesting date is 2/24/2024; for the awards with an expiration date of 2/24/2032, the vesting date is 2/24/2025; and for the awards with an expiration date of 2/23/2033, the vesting date is 2/23/2026. | | (2) The stock award numbers shown in column (g) indicate the number of shares subject to outstanding awards that were subject to time-based vesting conditions as of fiscal year-end. In the case of PRSUs banked based on relative TSR measures, the amounts in this column reflect the number of shares banked based on actual performance outcomes and dividend equivalent units credited with respect to those banked units. | | (3) The stock award numbers shown in column (i) represent the portion(s) of PRSU awards that were subject to open performance periods at fiscal year-end. The numbers are presented in the table in accordance with SEC rules, but actual performance outcomes for those awards will not be determined until the applicable performance periods are completed. | | (4) For all of these stock awards, the vesting date is 2/24/2024. | | (5) For all of these stock awards, the vesting date is 2/24/2025. | | (6) For all of these stock awards, the vesting date is 2/23/2026. | | (7) These units represent the portion of PRSUs granted in 2022 that were banked based on 2022 TSR performance, at 200%. The numbers represented also include the dividend equivalent rights credited with respect to those banked units. These shares remain subject to time-based vesting based on continued service through 12/31/2024. Because Threshold performance was not achieved with respect to 2023 TSR, no PRSUs were banked under these grants based on 2023 TSR performance. | | (8) These units represent the portion of PRSUs granted in 2022 with a TSR metric, that remain subject to an open performance period. While no amount has yet been earned, they are shown here at 50% of target (or, “threshold”) in accordance with SEC rules based on the most recent year’s performance. If and to the extent earned, these units will become vested on 12/31/2024. | | (9) These units represent the PRSUs granted in 2022 with an operating cash-flow measure that remain subject to an open performance period through 12/31/2024. While no amount has yet been earned, they are shown here at 25% of target (or, “threshold”) in accordance with SEC rules. | | (10) These units represent the portion of PRSUs granted in 2023 with a TSR metric, that remain subject to an open performance period. While no amount has yet been earned, they are shown here at 50% of target (or, “threshold”) in accordance with SEC rules based on the most recent year’s performance. If and to the extent earned, these units will be banked and remain subject to time-based vesting based on continued service through 12/31/2025. Because Threshold performance was not achieved with respect to 2023 TSR, no PRSUs were banked under these grants based on 2023 TSR performance. | | (11) These units represent the PRSUs granted in 2023 with an operating cash-flow measure that remain subject to an open performance period through 12/31/2025. While no amount has yet been earned, they are shown here at 25% of target (or, “threshold”) in accordance with SEC rules. | | (12) With respect to Mr. Pereira’s one-time award granted on 2/24/2021, the vesting date is 2/24/2025. | | (13) With respect to Ms. Scanlan’s one-time award granted on 9/27/2023, the vesting date for 11,171 of such units is 9/27/2024, the vesting date for 11,170 of such units is 9/27/2025, and the vesting date for 11,170 of such units is 9/27/2026. |
OPTION EXERCISES AND STOCK VESTED TABLE 2023
OPTION EXERCISES AND STOCK VESTED TABLE 2023
OPTION EXERCISES AND STOCK VESTED TABLE 2023
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired On Exercise (#) (b) | Value Realized On Exercise ($) (c) | Number of Shares Acquired On Vesting (#) (d) | Value Realized On Vesting ($) (e) | | Mark Douglas | — | — | 15,397 | 1,451,925 | | Andrew Sandifer | — | — | 4,589 | 493,444 | | Ronaldo Pereira | — | — | 1,863 | 205,069 | | Michael Reilly | — | — | 2,357 | 249,182 | | Jacqueline Scanlan | — | — | — | — |
PENSION BENEFITS TABLE 2023
PENSION BENEFITS TABLE 2023
PENSION BENEFITS TABLE 2023
| Name (a) | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Mark Douglas | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Andrew Sandifer | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Ronaldo Pereira | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Michael Reilly | Qualified Plan | 21.8333 | 1,047,307 | 0 | | | Nonqualified Plan | 21.8333 | 2,687,957 | 0 | | Jacqueline Scanlan | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A |
PENSION BENEFITS TABLE 2023
| (1) All credited years of service are the actual years of service under the relevant plan. |
Pension Plans
Pension Plans The FMC Salaried and Nonunion Hourly Employees Retirement Plan (the “Qualified Plan”) is a non-contributory defined benefit plan that is intended to meet the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), as a tax-qualified plan. Messrs. Douglas, Sandifer and Pereira and Ms. Scanlan were hired after July 1, 2007 (or in the case of Mr. Pereira, became a U.S. employee after such date) when the Qualified Plan was closed to new employees, and accordingly these NEOs do not participate in the Qualified Plan, but do participate in defined contribution plans of the Company. Under the Qualified Plan, an employee’s pension benefit is calculated based on credited company service and a final average year earnings (“FAYE”) formula, and the annual benefit payable is subject to a statutory cap of $275,000 for 2024 (“maximum benefit limitation” cap). FAYE is determined using earnings from the highest 60 consecutive months out of the last 120 calendar months that immediately precede the employee’s retirement date. Eligible compensation includes base salary (see Column (c) of the Summary Compensation Table), annual incentive pay (see Column (g) of the Summary Compensation Table) and certain other performance payments and is subject to a statutory cap of $345,000 for 2024 (“total earnings” cap). However, stock option gains, other equity awards and long-term performance-based cash are not included in eligible compensation. Normal retirement age is 65. Benefits at normal retirement are calculated using the formula described below. The retirement formula is 1.0% of FAYE up to the Social Security covered compensation base plus 1.5% of FAYE in excess of the Social Security covered compensation base times years of credited service (up to 35 years) plus 1.5% of FAYE times years of credited service in excess of 35. The actual benefit amount depends on the form of payment selected by the employee, i.e., individual life annuity, joint and survivor annuity or level income option. All benefits under the Qualified Plan are paid as an annuity. The amounts reflected for the Qualified Plan in the Pension Table are actuarial present values of the single life annuity that would be payable at age 62, which is the earliest age an NEO can retire without a benefit reduction. There is no Social Security offset. Early retirement is defined as retirement from active service when an employee reaches age 55 with a minimum of ten years credited service. Employees who elect early retirement receive an actuarially reduced pension. This reduction is 4% per year for each year prior to age 62. The maximum reduction is 28% (62-55 x .04) of the age 65 benefit calculation. The IRC limits the annual benefits that may be paid from a tax-qualified retirement plan and the compensation that may be taken into account in calculating those benefits, as noted above. The Salaried Employees Equivalent Plan (the “Nonqualified Plan”) is a non-contributory retirement restoration plan that restores the benefits earned under the Qualified Plan formula described above. This plan represents an unfunded liability and all amounts listed in the table above for this plan are unsecured and therefore not guaranteed to be fully paid in the event of the Company’s insolvency or bankruptcy. Messrs. Douglas, Sandifer and Pereira and Ms. Scanlan are participants in defined contribution plans and are not eligible to participate in the Nonqualified Plan, as the plan does not cover employees who are not also covered by the Qualified Plan. These supplemental benefits are calculated using the same formula described above without regard to the IRC limits, less amounts payable under the Qualified Plan. The Nonqualified Plan amounts reflected in the Pension Benefits Table above are paid in a lump sum on the later of attainment of age 55 or six months following the employee’s retirement. Actuarial assumptions used to determine the present value of the accumulated benefits under the Qualified Plan and Nonqualified Plan as of December 31, 2023 are as follows.
Pension Plans
| • | Sum of present value of Qualified Plan benefit accrued through December 31, 2023 plus present value of Nonqualified Plan benefit accrued through December 31, 2023 | | • | Present value of Qualified Plan benefit calculated as amount payable at first unreduced age using December 31, 2023 ASC 715 disclosure assumptions (4.97%, Pri-2012 with generational MP2021 projection) and reflecting discounting of present value back to December 31, 2023 using ASC 715 interest only (4.97%) | | • | Present value of Nonqualified Plan benefit calculated as amount payable at first unreduced age using December 31, 2023 ASC 715 lump sum assumptions (4.65%, 417e2024) and reflecting discounting of present value back to December 31, 2023 using ASC 715 interest only (4.78%) | | • | Unreduced benefits are first available at age 62 for Mr. Reilly (assuming continued employment with FMC until that time) |
NONQUALIFIED DEFERRED COMPENSATION TABLE 2023
NONQUALIFIED DEFERRED COMPENSATION TABLE 2023
NONQUALIFIED DEFERRED COMPENSATION TABLE 2023
| Name (a) | Executive Contributions in Last FY(1) ($) (b) | Registrant Contributions in Last FY(2) ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE(3) ($) (f) | | Mark Douglas | 76,438 | 225,663(4) | (1,948,011) | — | 2,512,927 | | Andrew Sandifer | 52,517 | 103,621(5) | (88,625) | — | 1,059,219 | | Ronaldo Pereira | 41,612 | 64,220(6) | (51,705) | — | 173,033 | | Michael Reilly | 45,120 | 26,778(7) | 105,234 | — | 781,072 | | Jacqueline Scanlan | — | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION TABLE 2023
| (1) The amounts listed in this column are reported as compensation in the amounts stated in Column (c), “Salary,” of the Summary Compensation Table. | | (2) The amounts listed in this column are reported as compensation in the amounts stated in Column (i), “All Other Compensation,” of the Summary Compensation Table. | | (3) The amounts listed in this column include the following amounts which were reported in the Summary Compensation Table in previous years: for Mr. Douglas, $1,991,051; for Mr. Sandifer, $467,878; for Mr. Reilly, $193,487; and for Mr. Pereira, $92,130, plus earnings on those amounts. | | (4) In addition to the employer matching contribution of $52,683, Mr. Douglas received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $330,000, in lieu of his participation in the Salaried Employees’ Equivalent Retirement Plan, which participation is not available to employees hired after July 1, 2007. The amount of the 5% contribution was $172,979. | | (5) In addition to the employer matching contribution of $34,133, Mr. Sandifer received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $330,000, in lieu of his participation in the Salaried Employees’ Equivalent Retirement Plan, which participation is not available to employees hired after July 1, 2007. The amount of the 5% contribution was $69,488. | | (6) In addition to the employer matching contribution of $24,186, Mr. Pereira received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $330,000, in lieu of his participation in the Salaried Employees’ Equivalent Retirement Plan, which participation is not available to employees hired after July 1, 2007. The amount of the 5% contribution was $40,034. | | (7) The amount listed represents an employer matching contribution of $26,778. |
NONQUALIFIED DEFERRED COMPENSATION TABLE 2023
The FMC Nonqualified Savings and Investment Plan (the “Nonqualified Savings Plan”) is a voluntary deferred compensation plan available to certain highly compensated employees, including all of the NEOs. The Nonqualified Savings Plan mirrors the FMC Corporation Savings and Investment Plan (the “Qualified Savings Plan”), which is a tax-qualified savings plan under Section 401(k) of the IRC. Participants in the Qualified Savings Plan are subject to certain contribution and earnings limits set under Sections 402(g) and 401(a) (17) of the IRC. The Nonqualified Savings Plan is used to facilitate the continuation of contributions beyond the limits allowed under the Qualified Savings Plan. Employees may defer 1% to 50% of their base salaries and up to 100% of their annual incentive compensation. In 2023, the Company’s matching contribution under both plans was 80% of the amount deferred up to a maximum of 5% of eligible earnings, i.e., base salary and annual incentive paid in fiscal year 2023. In addition to the Company’s matching contribution, employees hired after July 1, 2007, who are not eligible to participate in the Qualified and Non-Qualified Plans, are entitled to receive employer core contributions under the Qualified and Non-Qualified Savings Plans of 5% of eligible earnings in the aggregate. Compensation deferred under the Nonqualified Savings Plan is deemed invested by the participant in such participant’s choice of more than 20 investment choices offered to all participants. All investments, except for the FMC Stock Fund, are mutual funds, and all investments may be exchanged by the participant at any time. Earnings on investments are market earnings. There are no programs or provisions for guaranteed rates of return. Distributions under the Nonqualified Savings Plan must occur or commence at the earlier of separation of service plus six months or at a designated time elected by the participant at the time of deferral. Distributions may be in lump sum or installments as determined by the participant’s distribution election. The Nonqualified Savings Plan is subject to certain disclosure and procedural requirements of ERISA, but as a “top hat” plan is not subject to the eligibility, vesting, accrual, funding, fiduciary responsibility and similar requirements of ERISA. This plan represents an unfunded liability and all amounts listed in the table above are unsecured and therefore not guaranteed to be fully paid in the event of the Company’s insolvency or bankruptcy.
Pay Ratio Disclosure
Pay Ratio Disclosure We disclose here the FMC CEO to median employee pay ratio as calculated in accordance with Item 402(u) of Regulation S-K. We identified our median employee in 2023 by examining the total cash compensation for all employees, excluding our CEO, who were employed by FMC on December 31, 2023. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We annualized the compensation for any full-time employee who was not employed by FMC for the full year in 2023. For non-U.S. employees, we applied a published currency exchange rate in effect as of December 31, 2023. We calculated annual total 2023 compensation for this median employee using the same methodology we use for our named executive officers, as set forth in the 2023 Summary Compensation Table in this proxy statement. Currency conversion was conducted using a published currency exchange rate in effect as of December 31, 2023. Using this methodology, we have estimated that the median of the annual total compensation of our employees, excluding our CEO, was $59,199. The annual total compensation for our President and CEO, Mr. Douglas, for 2023 was $9,623,437, as reported in the “Total” column of the Summary Compensation Table in this proxy statement. Therefore, our 2023 CEO to median employee pay ratio is 163:1.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In the following section, we discuss the consequences that various termination scenarios and a change in control would have on our NEOs’ compensation. When we reference awards “vesting,” it means that the awards are no longer subject to a risk of forfeiture. In some cases, the cash or shares will be delivered to the NEO promptly after a termination of employment. In other cases, the NEO must wait until the NEO would otherwise have received a payout had the NEO’s employment not terminated (and such deferred payouts are referred to as being subject to a “Delayed Delivery”).
POTENTIAL PAYMENTS UPON TERMINATION
POTENTIAL PAYMENTS UPON TERMINATION The valuation of equity awards in the below table is based upon our stock price on December 31, 2023. The ultimate value of any equity awards in the event of a termination will depend upon the stock price, (i) in the case of options, on the date of exercise, and (ii) in the case of restricted stock units and performance-based restricted stock units, on vesting and delivery of the shares.
MARK DOUGLAS
| Executive Benefits and Payments Upon Termination or Change in Control (a) | Change in Control Termination ($) (b) | Termination Without Cause ($) (c) | Retirement(1) ($) (d) | | Base Salary and Annual Incentive | 8,565,750(2) | 2,855,250(3) | N/A | | Transition Benefits | 182,250(4) | 20,000(5) | N/A | | Restricted Stock Units | 1,913,883(6) | 1,139,331(7) | N/A | | Stock Options | —(8) | —(9) | N/A | | Performance-Based Restricted Stock Units | 3,073,183(10) | 1,402,568(11) | N/A | | Welfare Benefits | 79,960(12) | 21,092(13) | N/A | | TOTAL | 13,815,026 | 5,438,241 | |
ANDREW SANDIFER
| Executive Benefits and Payments Upon Termination or Change in Control (a) | Change in Control Termination ($) (b) | Termination Without Cause ($) (c) | Retirement(1) ($) (d) | | Base Salary and Annual Incentive | 4,064,321(2) | 1,354,774(3) | N/A | | Transition Benefits | 109,847(4) | 20,000(5) | N/A | | Restricted Stock Units | 698,594(6) | 414,960(7) | N/A | | Stock Options | —(8) | —(9) | N/A | | Performance-Based Restricted Stock Units | 616,377(10) | 289,757(11) | N/A | | Welfare Benefits | 81,567(12) | 24,670(13) | N/A | | TOTAL | 5,570,706 | 2,104,161 | |
RONALDO PEREIRA
| Executive Benefits and Payments Upon Termination or Change in Control (a) | Change in Control Termination ($) (b) | Termination Without Cause ($) (c) | Retirement(1) ($) (d) | | Base Salary and Annual Incentive | 1,798,720(2) | 899,360(3) | N/A | | Transition Benefits | 77,088(4) | 20,000(5) | N/A | | Restricted Stock Units | 495,258(6) | 304,507(7) | N/A | | Stock Options | —(8) | —(9) | N/A | | Performance-Based Restricted Stock Units | 323,194(10) | 148,819(11) | N/A | | Welfare Benefits | 52,174(12) | 24,431(13) | N/A | | Return Benefits | 60,000(14) | 60,000(14) | N/A | | TOTAL | 2,806,434 | 1,457,117 | |
MICHAEL REILLY
| Executive Benefits and Payments Upon Termination or Change in Control (a) | Change in Control Termination ($) (b) | Termination Without Cause ($) (c) | Retirement(1) ($) (d) | | Base Salary and Annual Incentive | 1,969,586(2) | 984,793(3) | N/A | | Transition Benefits | 86,894(4) | 20,000(5) | N/A | | Restricted Stock Units | 363,483(6) | 219,460(7) | N/A | | Stock Options | —(8) | —(9) | N/A | | Performance-Based Restricted Stock Units | 311,908(10) | 146,654(11) | N/A | | Welfare Benefits | 53,056(12) | 24,670(13) | N/A | | Pension Enhancement | 549,711(15) | N/A | N/A | | TOTAL | 3,334,638 | 1,395,577 | |
JACQUELINE SCANLAN
| Executive Benefits and Payments Upon Termination or Change in Control (a) | Change in Control Termination ($) (b) | Termination Without Cause ($) (c) | Retirement(1) ($) (d) | | Base Salary and Annual Incentive | 1,925,000(2) | 962,500(3) | N/A | | Transition Benefits | 82,500(4) | 20,000(5) | N/A | | Restricted Stock Units | 2,112,869(6) | 322,805(7) | N/A | | Stock Options | — | — | N/A | | Performance-Based Restricted Stock Units | — | — | N/A | | Welfare Benefits | 44,005(12) | 21,092(13) | N/A | | TOTAL | 4,164,374 | 1,326,397 | |
JACQUELINE SCANLAN
| (1) On December 31, 2023, none of the NEOs were considered eligible for Early Retirement or Normal Retirement and therefore there are no potential payments or benefits to report in this column. | | (2) For Messrs. Douglas and Sandifer, the amount shown is equal to three times the sum of base salary plus target annual incentive, calculated by using the highest annualized target available to the NEO during such NEO’s career with the Company; for Messrs. Pereira and Reilly and Ms. Scanlan, the amount is limited to two times the sum of base salary and target annual incentive. | | (3) The amount shown is equal to the sum of 12 months of base salary plus target annual incentive. | | (4) The executives are entitled to outplacement services. The outplacement services are capped at 15% of the NEO’s base salary. The actual amounts paid in respect of such services will be determined based upon the outplacement services obtained, if any, by an NEO upon termination. However, the amounts reflected in the table represent the maximum amounts that could be paid by the Company in respect of these services. | | (5) Transition benefits consist of outplacement services up to $20,000. | | (6) All unvested restricted stock units will vest. The amount shown is the market value of all unvested FMC restricted stock units based on the applicable company stock price on December 31, 2023. | | (7) Unvested restricted stock units will vest pro rata, based on the amount of time that the NEO was employed during the vesting period. The amount shown is the market value of these FMC restricted stock units based on the Company stock price on December 31, 2023. | | (8) All unvested stock options will vest. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the FMC stock price on December 31, 2023. Please note, however, that the ultimate value of the foregoing options will depend on the stock price on the date of exercise. | | (9) The NEO has the right to retain stock options that would have vested on their own terms within one year from the date of termination, with the right to exercise such options until twelve months after they vest, as well as the right to exercise vested options until twelve months after termination. The amount shown is the market value of these unvested options based on the difference between the exercise price and the stock price on December 31, 2023. Please note, however, that the ultimate value will depend on the stock price on the date of exercise. | | (10) All PRSUs will vest as follows: those banked units whose measurement periods have ended will vest based on actual performance; those units whose measurement periods are not yet complete will vest as if the target level performance was attained. The amount shown in the table is the market value of such FMC PRSUs based on the Company stock price on December 31, 2023. | | (11) Banked PRSUs will vest. A prorated portion of all PRSUs subject to open performance periods will remain outstanding. The proration is determined based on the time actually worked during the applicable performance period. The payouts of these awards are illustrated above based on actual performance for banked units with completed measurement periods and assuming target levels of performance for those units whose measurement period has not yet been completed. In each case, the amounts actually due will be paid in a lump sum after the end of the normal three-year performance cycle, based on actual TSR performance, or operating cash flow performance, calculated in accordance with the terms of the awards. | | (12) Welfare benefits of health care, life insurance and disability insurance continue for three years for Mr. Douglas and Mr. Sandifer. For Mr. Reilly, Mr. Pereira, and Ms. Scanlan, the benefits continue for two years. The amounts shown are the estimated cost to the Company for such benefits during the period. | | (13) Health care benefits continue for 12 months. The amounts shown are the estimated cost to the Company for such benefits during the period. | | (14) In the event of a termination initiated by the Company, the Company will pay for the return of Mr. Pereira and his belongings to Brazil. As of December 31, 2023, these costs are estimated at $60,000 (the “Return Benefits”). | | (15) Under the terms of his Executive Severance Agreement with the Company, Mr. Reilly is credited with two additional age and service years under the Nonqualified Plan. |
Pay vs. Performance
Pay vs. Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay vs. Performance
| | Summary Compensation Table Total | Summary Compensation Table Total | Compensation Actually | Compensation Actually | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year (a) | for Pierre Brondeau(1) ($) (b) | for Mark Douglas(1) ($) (b) | Paid to Pierre Brondeau(1,2,3) ($) (c) | Paid to Mark Douglas(1,2,3) ($) (c) | for Non-PEO NEOs(1) ($) (d) | to Non-PEO NEOs(1,2,3) ($) (e) | TSR ($) (f) | Peer Group TSR ($) (g) | Net Income ($ Millions) (h) | 1-Year Relative TSR(5) (i) | | 2023 | — | 9,623,437 | — | (5,597,561) | 2,365,605 | 504,877 | 68.80 | 145.76 | 1,321 | 6.1% | | 2022 | — | 11,069,899 | — | 16,177,222 | 2,325,088 | 3,113,105 | 131.35 | 131.42 | 742 | 87.8% | | 2021 | — | 8,489,671 | — | 7,040,175 | 1,947,097 | 1,584,265 | 113.73 | 147.79 | 737 | 13.5% | | 2020 | 4,796,809 | 5,905,466 | 10,975,502 | 8,603,809 | 2,187,858 | 2,561,105 | 116.90 | 117.59 | 552 | 66.0% |
Pay vs. Performance
| (1) Pierre Brondeau was our PEO in 2020. Mark Douglas was our PEO for the years from 2020 to 2023. Pierre Brondeau served as our PEO through May 31, 2020 and Mark Douglas became our PEO effective June 1, 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay vs. Performance
| 2020 | 2021 | 2022 | 2023 | | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | | Michael Reilly | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | | | Michael Reilly | Michael Reilly | Michael Reilly | | | Kathleen Shelton | Kathleen Shelton | Jacqueline Scanlan |
Pay vs. Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. The 2020 amounts reported in the Average Summary Compensation Table Total and Average Compensation Actually Paid for Non-PEO NEOs are slightly different from those in the Pay Versus Performance disclosure of our proxy statement filed last year because we corrected the calculation of the Average Summary Compensation Table Total for non-PEO NEOs for 2020. |
Pay vs. Performance
| Year | Summary Compensation Table Total for Mark Douglas ($) | Exclusion of Change in Pension Value for Mark Douglas ($) | Exclusion of Stock Awards and Option Awards for Mark Douglas ($) | Inclusion of Pension Service Cost for Mark Douglas ($) | Inclusion of Equity Values for Mark Douglas ($) | Compensation Actually Paid to Mark Douglas ($) | | 2023 | 9,623,437 | 0 | (7,216,805) | 0 | (8,004,193) | (5,597,561) |
Pay vs. Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,365,605 | (75,618) | (1,413,838) | 39,194 | (410,466) | 504,877 | | 2020 | 2,187,858 | (441,291) | (756,841) | 66,327 | 1,505,052 | 2,561,105 |
Pay vs. Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay vs. Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Mark Douglas ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mark Douglas ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mark Douglas ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mark Douglas ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Mark Douglas ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Mark Douglas ($) | Total - Inclusion of Equity Values for Mark Douglas ($) | | 2023 | 2,246,662 | (7,855,503) | 0 | (1,517,142) | (878,210) | 0 | (8,004,193) |
Pay vs. Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 820,593 | (1,032,423) | 0 | (121,369) | (77,267) | 0 | (410,466) | | 2020 | 1,091,296 | 407,398 | 0 | 6,358 | 0 | 0 | 1,505,052 |
Pay vs. Performance
| (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Chemicals Index (“S&P 500 Chemicals Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Chemicals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay vs. Performance
| (5) We determined 1-Year Relative TSR (Percentile Rank vs. Peers) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. We used the 2020 – 2022 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for years 2020, 2021, and 2022. We used the 2021 – 2023 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for year 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the S&P 500 Chemicals Index.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and 1-Year Relative TSR (Percentile Rank vs. Peers)
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and 1-Year Relative TSR (Percentile Rank vs. Peers) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our 1-Year Relative TSR (Percentile Rank vs. Peers) during the four most recently completed fiscal years.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS 1-YEAR RELATIVE TSR (PERCENTILE RANK VS. PEERS)
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS 1-YEAR RELATIVE TSR (PERCENTILE RANK VS. PEERS)

DEF 14A of FMC Corp

Proposal 1 Election of Directors

Nominees for Director

Nominees for Director

New Term Expiring in 2025

New Term Expiring in 2025

New Term Expiring in 2025

Other Board Experience

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IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Compensation

DIRECTOR COMPENSATION TABLE 2023

DIRECTOR COMPENSATION TABLE 2023

DIRECTOR COMPENSATION TABLE 2023

Financial Highlights

Majority of CEO and Continuing NEO Total Compensation is Performance-Based

50% of CEO and 40% of Other Continuing NEO Equity Compensation is Performance-Based

Annual Cash Incentive: Rigorous, Pre-Set Financial Goal; Unearned 2023 Annual Incentive Payout Demonstrates Pay for Performance Alignment

Peer Group: Rigorously Determined and Appropriate

Annual Incentive Opportunity

Annual Incentive Opportunity

Annual Incentive Opportunity

Long-Term Incentive Awards

Long-Term Incentive Awards

Long-Term Incentive Awards

Long-Term Incentive Awards

Target Total Direct Compensation Mix

Target Total Direct Compensation Mix

Compensation Program Governance

Objectives and Philosophy

Objectives and Philosophy

Role of Compensation Consultant

Role of Compensation Consultant

Role of Compensation Consultant

Peer Group

Peer Group

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Annual Incentive

Performance Measures