DEF 14A of FMC Corp, Mar 14, 2025

DEF 14A of FMC Corp

Filed Mar 14, 2025 · FY20240001308179-25-000125

Open on EDGAR

  1. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  2. Nominees for Director

    Nominees for Director The Board of Directors currently consists of 12 directors, each of whom is elected to serve for a term of one year, expiring at the subsequent annual meeting of stockholders. The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, has determined to expand the size of the Board of Directors to 13 members, effective at the commencement of the Annual Meeting, in conjunction with the nomination of an additional nominee for election to the Board of Directors. The nominees for director this year are Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Anthony DiSilvestro, Kathy L. Fortmann, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Margareth Øvrum, Robert C. Pallash, John M. Raines, and Patricia Verduin, Ph.D. each of whom is an incumbent director and Steven T. Merkt, who is a nominee proposed by the Board following an extensive recruitment process. If Mr. Merkt is elected at the Annual Meeting, the Board of Directors will be expanded to 13 members. The Board proposes to expand to 13 directors as part of its refreshment strategy (described hereafter in more detail) in anticipation of the retirement of three directors who will be attaining the maximum director age limit within the next two years. If elected, these directors’ next term will expire at the 2026 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. The Board of Directors recommends a vote FOR the election of Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Anthony DiSilvestro, Kathy L. Fortmann, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Steven T. Merkt, Margareth Øvrum, Robert C. Pallash, John M. Raines, and Patricia Verduin, Ph.D., to the Board of Directors as described above.

  3. Nominees for Director

    Nominees for Director

  4. New Term Expiring in 2026

    New Term Expiring in 2026

  5. New Term Expiring in 2026

    | | Pierre Brondeau Principal Occupation: Chairman and Chief Executive Officer of FMC Corporation Age: 67 Director Since: 2010 Non-Independent Employee Director and Chairman of the Board, Executive Committee Chair |

  6. New Term Expiring in 2026

    Mr. Brondeau became Chief Executive Officer in June 2024 and has served as Chairman of the Board since October 2010. He 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.

  7. 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.

  8. Qualifications

    Qualifications Mr. Brondeau has extensive senior executive leadership experience at large multi-national public companies engaged in the agriculture, 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. Having effectively led the Company through prior downturns in the agriculture cycle, he is well positioned to lead the Board and the Company at this time. Mr. Brondeau has a Ph.D. in Biochemical Engineering.

  9. 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: 57 Director Since: 2011 Independent Director, Audit Committee Chair |

  10. 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.

  11. Other Board Experience

    Other Board Experience Mr. Cordeiro is a member of the Boards of Directors of Owens Corning and Indicor, LLC. 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. During his tenure on the Company’s Board, he has helped guide FMC’s transition from a diversified specialty chemical company to its current focus on agriculture, and he has experienced the cyclical nature of the agricultural industry, providing him with insights and perspective that are particularly valuable to the Company at this time. Mr. Cordeiro meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE.

  12. Other Board Experience

    | | 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: 69 Director Since: 2020 Independent Director, Nominating and Corporate Governance Committee Chair |

  13. Other Board Experience

    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.

  14. Other Board Experience

    Other Board Experience Mr. Davidson is the Chair of the Boards of Directors of TE Connectivity Ltd. and is a member of the Board of Directors of International Flavors & Fragrances Inc. (director term ending May 1, 2025). 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.

  15. 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.

  16. Qualifications

    | | Anthony DiSilvestro Principal Occupation: Chief Financial Officer of Mattel, Inc., a leading global toy and family entertainment company Age: 66 Director Since: 2024 Independent Director |

  17. Qualifications

    Mr. DiSilvestro was elected to the Company’s Board of Directors in December 2024. He has served as the Chief Financial Officer of Mattel since June 2020 and intends to retire from such position in May 2025. In his role at Mattel, Mr. DiSilvestro is responsible for all elements of finance and is a key partner to the CEO in developing and executing corporate strategies. Prior to joining Mattel, Mr. DiSilvestro held various senior leadership positions at Campbell Soup Company from 1996 to 2019, including Senior Vice President and Chief Financial Officer from 2014 to 2019. He had overall responsibility for the information technology group, including transformational programs and cybersecurity, at Mattel and Campbell Soup Company. Mr. DiSilvestro’s extensive experience as a senior financial executive in multi-billion dollar global companies—particularly his demonstrated ability to lead large transformations, manage transformational programs and cybersecurity, develop and execute corporate strategies, and collaborate with executive leadership teams—enables him to provide significant value as a member of the Board. He also has experience leading comprehensive finance transformation programs to rebuild financial policies, processes, controls, and systems, which will be a valuable asset to the Board of Directors. His expertise in directing global financial processes, executing M&A transactions, effectively interacting with numerous constituencies, including the Board of Directors, and driving financial performance allows him to be a key contributor to the Board. Mr. DiSilvestro meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE.

  18. Qualifications

    | | Kathy L. Fortmann Principal Occupation: CEO of Amyris, Inc., a synthetic biology company Age: 57 Director Since: 2022 Independent Director |

  19. Qualifications

    Ms. Fortmann has served as Chief Executive Officer of Amyris, Inc., a synthetic biology company, since May 2024. She 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.

  20. Other Board Experience

    Other Board Experience Ms. Fortmann is a member of the Board of Directors of PPG Industries, Inc. Ms. Fortmann served on the Board of Directors of James Finlay Limited from December 2019 to September 2021 and served on the Board of Directors of ACOMO N.V. from September 2021 to November 2023.

  21. 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.

  22. Qualifications

    | | C. Scott Greer Principal Occupation: Retired principal in Greer and Associates, a private investment management firm Age: 74 Director Since: 2002 Independent Director, Lead Director |

  23. 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.

  24. 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. 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. In addition, having passed the CPA exams, he has financial expertise which enhances his contribution to the Board. During his tenure on the Company’s Board, Mr. Greer has helped guide FMC’s transition from a diversified specialty chemical company to its current focus on agriculture, and he has experienced the cyclical nature of the agricultural industry, providing him with insights and perspective that are particularly valuable to the Company at this time.

  25. Other Board Experience

    | | K’Lynne Johnson Principal Occupation: Former CEO, President and Executive Chair of Elevance Renewable Sciences, Inc., a global specialty chemicals company Age: 56 Director Since: 2013 Independent Director, Compensation and Human Capital Committee Chair |

  26. Other Board Experience

    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.

  27. 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.

  28. 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. During Ms. Johnson’s tenure on the Company’s Board, she has helped guide FMC’s transition from a diversified specialty chemical company to its current focus on agriculture, and she has experienced the cyclical nature of the agricultural industry, providing her with insights and perspective that are particularly valuable to the Company at this time.

  29. Qualifications

    | | Dirk A. Kempthorne Principal Occupation: Retired President and CEO, American Council of Life Insurers Age: 73 Director Since: 2009 Independent Director, Sustainability Committee Chair |

  30. 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.

  31. Other Board Experience

    Other Board Experience Governor Kempthorne is a member of the Boards of Directors of Olympic Steel Inc. and Robert Half Inc. 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. During his tenure on the Company’s Board, Governor Kempthorne has helped guide FMC’s transition from a diversified specialty chemical company to its current focus on agriculture, and he has experienced the cyclical nature of the agricultural industry, providing him with insights and perspective that are particularly valuable to the Company at this time.

  32. Other Board Experience

    | | Steven T. Merkt Principal Occupation: Former President of TE Connectivity’s Transportation Solutions Segment, a leading connector and sensor solutions supplier to the automotive and commercial vehicle sector Age: 57 Independent Director Nominee |

  33. Other Board Experience

    Mr. Merkt joined TE Connectivity in 1989 and held roles of increasing responsibility until his retirement in 2024. He became President of TE Connectivity’s Transportation Solutions business in 2012 and under his leadership the segment grew from $3 billion in revenue with a 14% operating income to $10 billion with operating income exceeding 20%. During that time, he led a global organization of over 50,000 employees, including a technology team of 6,000 engineers, and was responsible for overseeing the development of a robust innovation pipeline. He also oversaw manufacturing operations in more than 20 countries, ensuring operational excellence, cybersecurity, and scalability in diverse global markets, including the review of regulatory and security compliance for information systems. In addition to his leadership of the business, Mr. Merkt played a key role in the acquisition or divestment of over twenty companies and oversaw key sustainability initiatives and corporate governance practices. Earlier in his career, he held multiple senior leadership roles, including President of the Global Automotive business, based in Germany, and Vice President of the Asia Pacific Automotive business, based in China.

  34. Other Board Experience

    Other Board Experience Mr. Merkt 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.

  35. Qualifications

    Qualifications Mr. Merkt’s deep experience in operating and growing an international manufacturing business through operating excellence, cybersecurity, innovation, and M&A will provide valuable capabilities for the Board to oversee and support management. His prior board service has provided experience on successfully managing through complex Board governance issues which will be useful as the Board continues its refreshment process. Beyond his operating and board experience, at TE Connectivity he oversaw key sustainability initiatives and corporate governance practices, ensuring the segment’s continued commitment to responsible operations and alignment with global environmental standards, which align well with the Company’s objectives.

  36. 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: 66 Director Since: 2016 Independent Director |

  37. 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.

  38. 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. 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.

  39. Other Board Experience

    | | Robert C. Pallash Principal Occupation: Retired President, Global Customer Group and Senior Vice President of Visteon Corporation, an automotive parts manufacturer Age: 73 Director Since: 2008 Independent Director |

  40. Other Board Experience

    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.

  41. 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.

  42. 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. During his tenure on the Company’s Board, Mr. Pallash has helped guide FMC’s transition from a diversified specialty chemical company to its current focus on agriculture, and he has experienced the cyclical nature of the agricultural industry, providing him with insights and perspective that are particularly valuable to the Company at this time.

  43. Qualifications

    | | John M. Raines Principal Occupation: Former President of Digital Agriculture and Consumer Goods of TELUS Corporation, a global communications technology company Age: 58 Director Since: 2024 Independent Director |

  44. Qualifications

    Mr. Raines served as President of Digital Agriculture and Consumer Goods of TELUS Corporation from October 2021 until January 2024. In his role at TELUS, Mr. Raines was responsible for accelerating the growth and performance of the agribusiness and consumer software segment of TELUS’ business through the acquisition and development of digital technology. Prior to joining TELUS, Mr. Raines served as the Chief Commercial Officer of The Climate Corporation from October 2013 until November 2021, where he was responsible for developing a robust digital infrastructure to leverage artificial intelligence, machine learning, and cloud computing in the agricultural industry. Earlier in his career, he held roles of increasing responsibility over the course of fourteen years with Monsanto Company, including leadership roles in Monsanto’s US and Asia-Pacific regional businesses, as well as serving as Senior Vice President, Business Affairs, where he interacted with state and federal regulators and policymakers.

  45. Other Board Experience

    Other Board Experience Mr. Raines is the President of Paris Bancshares, Inc. and serves as a member of the Board of Directors for both TPNB Bank and Sydenstricker Nobbe Partners. Mr. Raines’ experience as a global executive of major agriculture and food businesses, particularly his oversight of M&A transactions and implementation of modern technology into the agriculture sector to help drive sustainable farming practices, enables him to provide significant value as a member of the Board. Mr. Raines also brings a wealth of business acumen, decades of experience leading global teams, and prior experience as a public affairs professional, which allow him to be a key contributor to the Board. Mr. Raines is “financially literate” as defined by the NYSE.

  46. Other Board Experience

    | | Patricia Verduin, Ph.D. Principal Occupation: Former Chief Technology & Science Officer, Colgate Palmolive Company, a consumer products company Age: 65 Director Since: 2023 Independent Director |

  47. Other Board Experience

    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.

  48. Other Board Experience

    Other Board Experience Dr. Verduin is a member of the Boards of Directors of Ingredion Corporation, Avient Corporation, the Charcot-Marie-Tooth Organization, 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. 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.

  49. IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  50. Director Compensation

    Director Compensation

  51. DIRECTOR COMPENSATION TABLE 2024

    DIRECTOR COMPENSATION TABLE 2024 The table below shows the total compensation paid to each non-employee director who served on the Board during 2024.

  52. DIRECTOR COMPENSATION TABLE 2024

    | Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards(2) ($) (c) | All Other Compensation(3) ($) (d) | Total ($) (e) | | Pierre Brondeau(4) | 111,806 | 140,031 | 0 | 251,837 | | Eduardo E. Cordeiro | 125,000 | 140,031 | 15,000 | 280,031 | | Carol Anthony (“John”) Davidson | 120,000 | 140,031 | 0 | 260,031 | | Anthony DiSilvestro | 26,657 | 53,356 | 0 | 80,013 | | Kathy L. Fortmann | 100,000 | 140,031 | 15,000 | 255,031 | | C. Scott Greer | 130,000 | 140,031 | 0 | 270,031 | | K’Lynne Johnson | 120,000 | 140,031 | 15,000 | 275,031 | | Dirk A. Kempthorne | 115,000 | 140,031 | 2,513 | 257,544 | | Margareth Øvrum | 100,000 | 140,031 | 0 | 240,031 | | Robert C. Pallash | 105,000 | 140,031 | 0 | 245,031 | | John M. Raines | 55,507 | 110,895 | 2,500 | 168,902 | | Patricia Verduin, Ph.D. | 92,968 | 140,031 | 15,000 | 247,999 |

  53. DIRECTOR COMPENSATION TABLE 2024

    | (1) Ms. Fortmann and Mr. Raines elected to receive their April 2024 - April 2025 annual retainer in RSUs rather than cash, which resulted in the grant of 1,695 RSUs to Ms. Fortmann on April 30, 2024 and the grant of 1,364 RSUs to Mr. Raines on July 15, 2024. Mr. Pallash elected to receive half of his April 2024 - April 2025 annual retainer in RSUs, which resulted in the grant of 848 RSUs to him on April 30, 2024. The RSU grants described in this footnote are reported in the cash amount earned. | | (2) The amounts in Column (c) reflect the grant date fair value of directors’ stock awards for 2024 computed in accordance with FASB ASC Topic 718. See Note 14 to the Consolidated Financial Statements contained in the Company’s report on Form 10-K for the year ended December 31, 2024 for the assumptions used in the valuations that appear in this column. The grant date for all directors, other than Mr. Raines and Mr. DiSilvestro, was April 30, 2024. The grant date for Mr. Raines was July 15, 2024 and the grant date for Mr. DiSilvestro was December 12, 2024. 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. Cordeiro, 2,373; Mr. Davidson 2,373; Mr. DiSilvestro, 979; Ms. Fortmann 2,928; Mr. Greer, 2,373; Ms. Johnson, 2,373; Mr. Kempthorne, 2,373; Ms. Øvrum, 2,373; Mr. Pallash, 2,651; Mr. Raines, 2,474; and Dr. Verduin, 2,373. | | (3) This amount consists of Company charitable donations under the matching gifts plan, which are limited to $15,000 per director per year. | | (4) Mr. Brondeau was a non-employee director until June 11, 2024, at which time he became Chief Executive Officer and an employee of the Company. See “Leadership Transition” starting on page 51 for more information. Pursuant to the terms of his offer letter, Mr. Brondeau continued to vest in any equity awards previously granted to him in his capacity as a director based on his continued service as a director. All 2,373 of the FMC restricted stock units that Mr. Brondeau received from the annual grant to all directors on April 30, 2024 while Mr. Brondeau was still a non-employee director remained unvested and outstanding at fiscal year-end. Mr. Brondeau’s compensation for his service as Chief Executive Officer is disclosed below. See “Executive Compensation” starting on page 5 for more information. |

  54. Executive Summary

    Executive Summary The Compensation Committee has adopted an integrated executive compensation program that is intended to align our Named Executive Officers’ interests with those of our stockholders and to promote the creation of stockholder value without encouraging excessive or unnecessary risk-taking. The Compensation Committee has tied a significant portion of our Named Executive Officers’ compensation to a number of key performance measures that contribute to or reflect stockholder value and link pay with performance. Specifically, in addition to base salary, our Named Executive Officers’ total compensation includes annual short-term incentive compensation that is based on the Company’s attainment of objective, pre-established financial performance metrics as well as annual long-term incentive compensation consisting of non-qualified stock options (“NQSOs”), restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) tied to relative total stockholder return and adjusted average return on invested capital. Our executive compensation program plays a significant role in our ability to attract and retain an experienced, successful executive team.

  55. 2024 Compensation Program Design

    | • | Continued to offer annual long-term incentive award grant values for our Named Executive Officers based on considerations of individual performance and market position, while maintaining annual long-term incentive award grant values allocation of 50% to PSUs, 20% to RSUs, and 30% to NQSOs for the CEO and 40% to PSUs, 30% to RSUs, and 30% to NQSOs for all other NEOs; and | | • | For the long-term incentive award, retained rTSR as the performance measure at 70% weighting for PSUs to drive emphasis on relative stockholder return following the 2023 decrease in our share price and changed the secondary measure to Adjusted Average Return on Invested Capital (“ROIC”) at 30% weighting. The Compensation Committee considers rTSR an appropriate measure enabling the executive’s compensation to align the interests of executives with shareholders by linking their compensation to stock performance and returns for investors. Given that stockholders expressed a preference during the 2023 outreach process for us to avoid duplication of metrics between our short-term incentive and long-term incentive programs, the Compensation Committee decided to change the second metric for PSUs from Operating Cash to Adjusted Average ROIC. The Compensation Committee determined that Adjusted Average ROIC is the strongest indicator that the business is generating value, where an increased Adjusted Average ROIC is associated with increasing share price and maintains emphasis on effective working capital management. This performance measure incorporates a key element of our new strategic plan (maintaining or expanding returns while growing strongly) in the long-term incentive plan. |

  56. 2024 Compensation Highlights

    | • | The Company’s performance against the Adjusted Earnings targets set by the Compensation Committee under our 2024 short-term incentive compensation plan resulted in a payout percentage of 83%. The 2024 target setting was driven by continued volatility of destocking conditions. The global channel inventory reset that began in late May 2023 continued to create significant uncertainty for the near-term demand outlook. | | • | The two multipliers, free cash flow and run-rate synergy, resulted in 130% achievement each. When calculating the overall impact of the financial metric with multipliers, the Compensation Committee determined to exercise negative discretion on the actual level of achievement of company financial metrics referenced above, in comparison to overall company performance for 2024 (for more information see “2024 Short-Term Incentive Plan – Weighted Company Performance” beginning on page 45). As a result, the Compensation Committee approved the annual financial metric payout percentage, including the impact of multipliers, at 100% of target; and | | • | 0% payout occurred under the PSU award previously granted in 2022 to certain Named Executive Officers with performance periods ending on December 31, 2024, which were based 70% on the Company’s rTSR and 30% Operating Cash. Grants awarded in 2023 and 2024 with performance periods ending December 31, 2024 resulted in a 53% and 52% rTSR achievement respectively. PSU award payouts are coming out significantly below the target compensation in direct alignment with the business performance in the 2023 and 2024 years consistent with our pay-for-performance philosophy. |

  57. Strong Governance and Pay Practices

    | What We Do | What We Don’t Do | | Balanced incentive programs that link pay outcomes to execution of business strategy (i.e., pay for performance), with a significant portion of compensation “at-risk” Maintain meaningful share ownership guidelines for directors and executive officers Maintain robust clawback provisions that apply to our short-term cash awards and long-term equity awards Conduct an annual risk assessment Consult with an independent compensation consultant Provide for double-trigger change-in-control benefits Conduct regularly scheduled executive sessions without management present | No gross-up provisions for excise taxes in change-in-control agreements No hedging or pledging of FMC stock, in accordance with our Securities Trading Policy No pension or post-employment benefit plans for Named Executive Officers No repricing of stock options without stockholder approval |

  58. Executive Compensation Philosophy

    | • | Offer market competitive compensation opportunities, referencing median total direct compensation while maintaining maximum flexibility to determine individual compensation based on the executive’s responsibilities, experience and performance; | | • | Pay for performance through a mix of short- and long-term incentive compensation where above-market performance by the Company is rewarded with above-market compensation and underperformance by the Company results in lower compensation; and | | • | Promote ownership in the Company through stock-based compensation and share ownership guidelines. |

  59. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee retained Aon plc (“Aon”) as its 2024 independent compensation consultant to, among other things, assist it with structuring the Company’s 2024 compensation programs and related deliberations. Aon reported directly and exclusively to the Compensation Committee, and 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. During 2024, Aon provided to the Compensation Committee, among other services:

  60. Independent Compensation Consultant

    | • | Expertise-based advice including consultation in connection with our CEO transition; | | • | Research and analytical services, including competitive market data benchmarking and analyses, recommendations on peer group composition, and compensation recommendations for our executives and directors based on the foregoing; | | • | Updates on compensation trends and regulatory developments; | | • | Review and commentary on our proxy disclosures and management recommendations concerning our executive compensation programs; and | | • | Attendance and participation in meetings of the Compensation Committee. |

  61. Independent Compensation Consultant

    Prior to engaging Aon for 2024, the Compensation Committee evaluated Aon’s independence and any potential conflicts of interest under relevant SEC rules and NYSE listing standards and determined that Aon satisfied the requirements for independence. In total, fees paid to Aon during 2024 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 $4,218,440. Fees paid to Aon during 2024 for services related to recommending the amount and form of executive and director compensation were approximately $218,219. 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. The Compensation Committee has sole authority to approve the independent compensation consultant’s compensation, determine the scope of its services, evaluate its performance, and terminate or continue to retain the independent compensation consultant at the expense of the Company. The Compensation Committee annually reviews its independent compensation consultant engagement, typically at the beginning of each year.

  62. Management

    | • | Recommending performance metrics and goals for Committee review and approval; | | • | Presenting financial results measured against performance and providing compensation cost analyses; | | • | Reviewing executive performance and providing leadership competency assessments; and | | • | Implementing and communicating Compensation Committee decisions. |

  63. Peer Group and Market Data

    Peer Group and Market Data When reviewing compensation programs for, and setting the compensation of, our Named Executive Officers, the Compensation Committee considers the compensation practices of specific peer companies as well as market data from published surveys. With the assistance of its independent compensation consultant, the Compensation Committee selects a peer group of companies that are comparable in terms of size and industry and reviews the composition of this peer group at least annually. In setting the compensation of our Named Executive Officers, the Compensation Committee, with the assistance of its independent compensation consultant, evaluates each Named Executive Officer’s compensation relative to the median market data for the respective position based on our peer group and industry published surveys. However, the Compensation Committee does not strictly tie target compensation to the median of our peer group or survey data, as it also considers Company and individual performance, experience, and scope of role when determining the appropriate level of compensation for each executive.

  64. Peer Group for Setting 2024 Compensation

    Peer Group for Setting 2024 Compensation In consultation with Aon, the Compensation Committee reviewed and updated the Company’s peer group in July 2023 for purposes of setting 2024 compensation. The Compensation Committee considered a variety of factors designed to foster year-over-year consistency in peer group composition to the extent possible while recommending a group of companies that, in the aggregate, reflect FMC’s profile and position FMC within a competitive range of those companies based on certain size and valuation parameters. In so doing, the Compensation Committee, with the assistance of Aon, considered potential peers based on comparability in market segment and industry focus, accounting for merger and acquisition activity affecting the companies and valuation metrics (including revenue, market capitalization, market capitalization to revenue ratio and employee count), generally within a range of one-third to three times that of the Company, and applied additional filters to identify profile-appropriate peers with comparable operations to the Company (with agricultural sciences preferred) and/or overlap with proxy advisory firm-identified peers of the Company, reverse peers and peers of peers. Applying this methodology, the Compensation Committee decided to add H.B. Fuller Company and The Chemours Company as well as omit Bunge Limited from the peer group. The following table sets forth the peer group approved by the Compensation Committee for purposes of setting 2024 compensation.

  65. Peer Group for Setting 2024 Compensation

    | 2024 Peer Group Composition | | | | Albemarle Corporation | Corteva, Inc. | Nutrien Ltd. | | Ashland, Inc. | Darling Ingredients Inc. | RPM International Inc. | | Avient Corporation | Eastman Chemical Company | The Andersons, Inc. | | Cabot Corporation | H.B. Fuller Company | The Chemours Company | | Celanese Corporation | Ingredion Incorporated | The Mosaic Company | | CF Industries Holdings, Inc. | International Flavors & Fragrances Inc. | The Scotts Miracle-Gro Company |

  66. Elements of Total Compensation

    | • | Base salary. Base salary is intended to compensate for individual technical and leadership competencies required for such officer’s specific position and to provide economic security. | | • | Short-Term Incentive Compensation. Annual short-term incentive compensation in the form of a market- competitive, performance-based cash incentive designed to focus our Named Executive Officers on pre-set objectives each year and drive specific behaviors that foster short-term and long-term growth and profitability. | | • | Long-Term Incentive Compensation. Annual long-term incentive compensation generally consists of a mix of PSUs, NQSOs and RSUs. Annual long-term incentive compensation is designed to align the interests of our Named Executive Officers with the long-term growth interests of our stockholders, to reward executives for stockholder value creation, to recognize executives for their contributions to the Company, and to promote retention. |

  67. Short-Term Incentive Compensation

    Short-Term Incentive Compensation We structure our compensation programs to reward our NEOs based on our performance and the individual executive’s relative contribution to our performance. To emphasize the importance of near-term performance, NEOs are generally eligible to receive annual performance-based awards under our STI plan in the event certain specified performance measures are achieved. The STI pool is determined by the Compensation Committee based upon a pre-established formula with reference to the achievement of corporate-level and business-level performance targets established annually by the Compensation Committee and based on the Company’s Board-approved budget and financial plan. For each NEO’s target STI award, the financial performance measures are collectively weighted at 70% and each such NEO’s individual performance is weighted at 30%.

  68. 2024 Short-Term Incentive Plan Formula

    2024 Short-Term Incentive Plan Formula Under the terms of the 2024 STI Plan, each NEO’s annual incentive award is based on a percentage of the NEO’s base salary. Once the achievement of financial performance against targets has been determined, the Compensation Committee reviews and approves the individual performance component of each NEO’s award, which is based on each respective NEO’s business impact, leadership, and attainment of individual objectives, as well as other related factors. In addition, in determining the achievement of corporate and/or business financial performance targets, the Compensation Committee may account for unusual events such as accounting changes, extraordinary tax law/rule changes, acquisitions and divestitures, and unbudgeted interest expenses associated with share repurchases if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of our performance. The Compensation Committee may also exercise negative discretion with respect to the payout percentage that would otherwise result from the actual level of achievement of corporate and/ or business financial performance targets to take into account overall company financial performance and other circumstances impacting shareholder value.

  69. 2024 Short-Term Incentive Plan Target Percentages

    2024 Short-Term Incentive Plan Target Percentages The 2024 target percentage under the 2024 STI Plan approved by the Compensation Committee for each of our NEOs is set forth in the table below. Target incentive opportunities as a percentage of salary remained unchanged from 2023 for all NEOs that were employed by the Company in 2023 except for Mr. Pereira, due to his promotion to president of FMC in 2024.

  70. 2024 Short-Term Incentive Plan Target Percentages

    | Named Executive Officer | 2023 Incentive Target (% of Salary) | Increase | 2024 Incentive (% of Salary) | 2024 Incentive Target ($)(1) | | Pierre Brondeau | —% | —% | 135% | 978,197 | | Andrew Sandifer | 85% | —% | 85% | 680,042 | | Ronaldo Pereira | 75% | 10% | 85% | 610,967 | | Michael Reilly | 70% | —% | 70% | 421,723 | | Jacqueline Scanlan | 75% | —% | 75% | 412,500 | | Mark Douglas | 135% | —% | 135% | 1,097,982 |

  71. 2024 Short-Term Incentive Plan Target Percentages

    | (1) The target incentive amounts for Messrs. Brondeau, Pereira and Douglas represent prorated targets based on their hire, promotion and separation events respectively. |

  72. 2024 Short-Term Incentive Plan – Weighted Company Performance

    2024 Short-Term Incentive Plan – Weighted Company Performance For each performance year under the STI Plan, the Compensation Committee assigns a target, threshold, and maximum payout level to financial performance metrics where the actual payout can range from 0% to 200% of the assigned target weighting depending on our achievement of such performance measures. The Compensation Committee sets these targets to challenge our executives, including our NEOs, to drive our financial and business performance, taking into account the state of our business, industry dynamics, and other business conditions. For the year ended December 31, 2024, for all NEOs, the financial performance metrics under the 2024 STI Plan were based upon Adjusted Earnings (as defined below) to align with the Company’s strategic focus on driving profitability. We established an Adjusted Earnings target that was challenging and attainable only with strong performance, and that took into account the relevant opportunities and risks, including the continuing headwinds we were facing. The target setting was driven by the continued volatility of destocking conditions. The global channel inventory reset that began in late May 2023 continued to create significant uncertainty for the near-term demand outlook. The Compensation Committee decided to make Adjusted Earnings the metric to focus the executive officers on what the Compensation Committee believes is the most critical strategic priority of profitability. In addition, to drive our critical goal for 2024 to generate cash and maintain operating costs, we added two global multipliers related to free cash flow and run-rate synergy. Each modifier is a range of a 1.0 to 1.3 multiplier based on the achievement of the established targets and is applied to the Adjusted Earnings achievement. The Compensation Committee determined that the maximum payout, taking account the multipliers, would be capped at 220%.

  73. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | 2024 Metrics | Weighting | Description | | Adjusted Earnings | 100% | Adjusted Earnings is defined as net income (loss) attributable to FMC stockholders (a GAAP measure) plus the sum of discontinued operations attributable to FMC stockholders, net of income taxes and the after-tax effect of Corporate special charges (income) and Non-GAAP Tax adjustments. | | Free Cash Flow | Multiplier | Free cash flow is defined as 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. Additionally, in 2024, free cash flow excludes the proceeds, net of transaction costs, from the sale of our GSS business. Free cash flow is calculated as all cash from operating activities reduced by spending for capital additions, and other investing activities. | | Run-rate Synergy | Multiplier | Run-rate synergy is defined as the actual strategic cost restructuring run-rate synergies achieved during 2024 compared to the forecasted strategic cost restructuring run-rate synergies. The forecasted strategic cost restructuring run-rate synergies are the anticipated recurring cost savings the Company expected to achieve on an annual basis as part of the Global Restructuring and Cost Reduction Plan through operating model changes, reducing spend and divesting non-core assets. |

  74. 2024 Short-Term Incentive Plan – Weighted Company Performance

    The following chart sets forth for the 2024 STI Plan weighting of each financial performance metric and the threshold, target and maximum performance targets, as well as the actual performance achieved, for the year ended December 31, 2024:

  75. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | | | Performance Targets | | | Achievement | | | 2024 Targets(1) | Metric Weighting | Threshold | Target | Maximum | Full Year Results | Target Award (%)(2) | | Adjusted Earnings | 70% | $399 | $454 | $543 | $445 | 83% | | Payout Percentage | | 0% | 100% | 200% | | | | 2024 Multipliers | | | | | | | | Free Cash Flow | | $300 | | $500 | $614 | 130% | | Run-rate Synergy | | $100 | | $140 | >$250 | 130% | | Payout Percentage | | 100% | | 130% | | 141% |

  76. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | (1) All dollar values are in millions. | | (2) Payout percentage for actual performance between levels is linearly interpolated. |

  77. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | Use of Negative Discretion In evaluating the payout percentage that would result from the actual level of achievement of company financial metrics as described above, in comparison to overall company performance for 2024, the Committee determined to exercise negative discretion to reduce the payout percentage from 141% to 100%. The Committee believes that this reduction is consistent with the Company’s pay for performance philosophy. |

  78. 2024 Short-Term Incentive Plan – Weighted Company Performance

    For the individual performance component, the Compensation Committee approves an individual performance factor for each NEO, which reflects each NEO’s performance, business impact, contributions, and leadership, among other factors. The individual performance factor is assigned a weight of 30% of each NEO’s 2024 target award, and the actual payout can range from 0% to 200% of the weighting depending on the NEO’s individual contributions during the performance period. For 2024, the Compensation Committee considered the following key achievements in approving the individual performance component for each of our NEOs.

  79. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | Named Executive Officer(1) | Individual Performance Payout | Weighted % of Total Payout | 2024 Performance Considerations | | | Pierre Brondeau | 150% | 45% | • | Drove change in the business to reset direction by bottoms-up forecasting process, and by outlining a clear strategy for our business, including the sizable diamides insecticide business | | | | | • | Delivered organizational restructuring and transformation in the organization, identifying further operational efficiencies as part of the restructuring program to exceed savings targets | | | | | • | Engaged the organization and retained key talent while making critical changes | | Andrew Sandifer | 125% | 37.5% | • | Strong performance for the year delivering key initiatives | | | | | • | Delivered and exceeded expectations on key programs and critical work such as transformation and restructuring of the overall FMC Strategic Plan and divesture of GSS business | | | | | • | Driving transformation and cost saving initiatives in Finance and IT organizations | | | | | • | Drove engagement and retention of key talent | | Ronaldo Pereira | 135% | 40.5% | • | Strong performance delivering results with North America and EMEA regions | | | | | • | Delivered a strong result and exceeded expectations on three-year strategic plan, diamides plan, and overall commercialization strategy | | | | | • | Drove transformation and restructuring initiatives with regional teams and divesture of GSS business | | | | | • | Drove engagement and retention of key talent | | Michael Reilly | 150% | 45% | • | Strong performance with continued improvement on ethics and compliance processes and legal initiatives and the delivery of GSS divesture | | | | | • | Exceeded expectations on the delivery of transformation and cost savings for the Legal Department | | | | | • | Strong counsel and support to the Board throughout the year | | | | | • | Drove engagement and retention of key talent | | Jacqueline Scanlan | 150% | 45% | • | Strong performance and exceeded expectations on the delivery of corporate reorganization and transformation project | | | | | • | Strong counsel to Board and CEO throughout the year | | | | | • | Delivered transformation of the HR operating model | | | | | • | Drove culture, engagement, and key talent initiatives |

  80. 2024 Short-Term Incentive Plan – Weighted Company Performance

    | (1) The individual performance metric for Mr. Douglas was deemed achieved at 1.0 in accordance with the terms of his separation agreement. See “Separation Agreement with Mark Douglas” below, beginning on page 51. |

  81. 2024 Short-Term Incentive Plan Awards and Results

    2024 Short-Term Incentive Plan Awards and Results Based on the considerations described above, our level of performance in relation to the financial performance targets and each NEO’s individual performance component, the payout percentage and the 2024 incentive awards earned by our NEOs, are set forth in the table below.

  82. 2024 Short-Term Incentive Plan Awards and Results

    | Named Executive Officer | 2024 STI Target ($)(1) | Weighted Financial Performance Metric (70%) | Weighted Individual Performance Metric (30%) | Weighted STI Payout % (of Target Incentive) | Actual Award ($)(1) | | Pierre Brondeau(2) | 978,197 | 70% | 45% | 115% | 1,124,927 | | Andrew Sandifer | 680,042 | 70% | 37.5% | 107.5% | 731,044 | | Ronaldo Pereira(2) | 610,967 | 70% | 40.5% | 110.5% | 675,119 | | Michael Reilly | 421,723 | 70% | 45% | 115% | 484,982 | | Jacqueline Scanlan | 412,500 | 70% | 45% | 115% | 474,375 | | Mark Douglas(2) | 1,097,982 | 70% | 30% | 100% | 1,097,982 |

  83. 2024 Short-Term Incentive Plan Awards and Results

    | (1) Rounded to nearest whole dollar. | | (2) The target incentive amounts and actual awards for Messrs. Brondeau, Pereira and Douglas represent prorated targets based on their hire, promotion and separation events respectively. |

  84. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Compensation Committee uses long-term incentive compensation to deliver competitive compensation that recognizes executives for their contributions to the Company and aligns the interests of Named Executive Officers with stockholders by focusing them on long- term growth and share performance. The Compensation Committee views long-term incentive awards as a significant element of total compensation at the executive level and a critical component of the Company’s executive compensation program to align their interests with that of shareholders by awarding compensation in line with stock performance and returns for investors.

  85. 2024 Long-Term Incentive Award Types

    2024 Long-Term Incentive Award Types In 2024, the total award values of annual long-term incentive awards granted to our Named Executive Officers were allocated generally among the following:

  86. 2024 Long-Term Incentive Award Types

    | CEO LONG-TERM EQUITY INCENTIVE AWARD COMPONENT BREAKDOWN | OTHER NEO LONG-TERM EQUITY INCENTIVE AWARD COMPONENT BREAKDOWN | | | |

  87. 2024 Long-Term Incentive Award Types

    The CEO long-term equity incentive award breakdown is based on target compensation of Mr. Douglas, who served as CEO when 2024 annual compensation decisions were made by the Compensation Committee; Mr. Brondeau’s compensation is not reflected in the chart above as he did not participate in the 2024 long-term equity incentive award program given that he commenced service as CEO in June 2024. Mr. Brondeau received a sign-on award due to the mid-year appointment as CEO in June 2024. See “Sign-on Awards” below, beginning on page 51, for details regarding Mr. Brondeau’s sign-on award. The Compensation Committee considered the above allocation of annual long-term incentive awards to be appropriate, as Company performance is reflected in PSUs and stock options (which only have value to the extent the Company’s stock price increases from the stock price on the grant date), while grants of time-based RSUs allow the program to support retention throughout a full business cycle. PSUs vest, if at all, at the end of a three-year performance period based upon satisfaction of performance criteria tied to relative total stockholder return (“rTSR”) and average return on invested capital (for more information, see “How We Establish PSU Goals” below). RSUs and stock options cliff vest at the end of the three-year period.

  88. How we Establish PSU Goals

    How we Establish PSU Goals In implementing and setting goals for our PSU awards, the Compensation Committee considers market practice as well as our focus on driving stockholder value. For our 2024 PSU awards, the Compensation Committee determined to retain the 70% weighting for the PSU metric of rTSR (measured over four performance periods) because it directly links our Named Executive Officers’ compensation to long-term stockholder return, in order to focus our NEOs on the critical strategic priorities of generating superior stockholder returns, and modified the secondary PSU metric with 30% weighting to Adjusted Average ROIC. The Compensation Committee did not make any design changes for 2024 rTSR metric. The 2024 PSUs with rTSR performance are calculated as four point-to-point measurements from 2024 to 2026. 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 “vested,” 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. Achievement under 2024 PSU awards is tied to the Company’s rTSR relative to all companies included in the S&P 1500 Composite Chemical Index during the performance periods 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.

  89. How we Establish PSU Goals

    | 2024 Peer Group Composition for Company’s rTSR | | | | AdvanSix Inc. | Corteva, Inc. | Mativ Holdings, Inc. | | Air Products and Chemicals, Inc. | Darling Ingredients Inc. | Minerals Technologies Inc. | | Akzo Nobel N.V. | Dow Inc. | The Mosaic Company | | Albemarle Corporation | DuPont de Nemours, Inc. | NewMarket Corporation | | The Andersons, Inc. | Eastman Chemical Company | Nutrien Ltd. | | Arcadium Lithium plc | Ecolab Inc. | Olin Corporation | | Ashland Inc. | H.B. Fuller Company | PPG Industries, Inc. | | Avient Corporation | Hawkins, Inc. | Quaker Chemical Corporation | | Axalta Coating Systems Ltd. | Ingevity Corporation | RPM International Inc. | | Balchem Corporation | Ingredion Incorporated | The Scotts Miracle-Gro Company | | BASF SE | Innospec Inc. | Sensient Technologies Corporation | | Cabot Corporation | International Flavors & Fragrances | The Sherwin-Williams Company | | Celanese Corporation | Koppers Holdings Inc. | Stepan Company | | CF Industries Holdings, Inc. | Linde plc | Valhi, Inc. | | The Chemours Company | LyondellBasell Industries N.V. | Westlake Corporation |

  90. How we Establish PSU Goals

    The Compensation Committee decided to modify the secondary PSU metric for 2024 awards to Adjusted Average ROIC. Adjusted Average ROIC, for purposes of the PSUs granted in 2024, is defined as the average of the Return on Invested Capital for each of the three years in the measurement period, where Return on Invested Capital (a non-GAAP measure) for a given year is calculated as (i) the Company’s Net Operating Profit After Tax, divided by (ii) the Company’s Invested Capital. The Company’s “Net operating Profit After Tax” (a non-GAAP measure) means the sum of Income (loss) from continuing operations attributable to FMC stockholders, net of tax plus the sum of After-tax Interest expense, the After-tax effect of Corporate special (charges) income and Non-GAAP tax adjustments. The Company’s “Invested Capital” (a GAAP measure) means the sum of the 2-Point Average of Total debt and total FMC stockholders’ equity, measured as of the fiscal year end of the two most recently completed fiscal years in the measurement period. The Compensation Committee shall have the authority to adjust the Adjusted Average ROIC for extraordinary events or transactions, including but not limited to, changes in accounting and/or tax rules, laws or regulations, acquisitions or divestitures and business restructuring. Depending on the Company’s performance, the number of shares that may be earned under these PSU awards ranges from 0% to 200% of target, as follows:

  91. How we Establish PSU Goals

    | PSU Performance | Relative TSR Performance | PSUs that would vest as % of target (Relative TSR) | Adjusted Average Return on Invested Capital (ROIC) | PSUs that would vest as % of target (Adjusted Average ROIC) | | Below Threshold | < 35th Percentile | 0% | <7.6% | 0% | | Threshold | 35th Percentile | 50% | 7.6% | 50% | | Target | 50th Percentile | 100% | 8.9% | 100% | | Maximum | 80th Percentile or higher | 200% | 10.5% or higher | 200% |

  92. How we Establish PSU Goals

    If the Company experiences negative total stockholder return during the three-year cumulative performance period, the 2024 PSU award payout cannot exceed 100% of the target performance level.

  93. Individual 2024 Long-Term Incentive Awards

    Individual 2024 Long-Term Incentive Awards When setting annual long-term incentive compensation for our Named Executive Officers, the Compensation Committee employs the process described in the “Evaluating Executive Performance” section of this CD&A (beginning on page 43). After the Compensation Committee establishes a grant value for each Named Executive Officer’s 2024 annual long-term incentive award, that value is allocated between PSUs, stock options and RSUs (see “2024 Long-Term Incentive Award Types” beginning on page 48), with the exact number of PSU and RSU awards (and performance metric for PSUs) determined by using an average stock price for a period ending on a date prior to the date of the award selected by the Compensation Committee and the exact number of stock options determined using the applicable Black-Scholes value with this average stock price. The table below lists the grant value of fiscal 2024 annual long-term incentive awards granted by the Compensation Committee:

  94. Individual 2024 Long-Term Incentive Awards

    | Named Executive Officer(1) | 2023 LTI Grant Value Awarded | 2024 LTI PSU Value | 2024 LTI NQSO Value | 2024 LTI RSU Value | Total 2024 LTI Grant Value Awarded(2) | | Andrew Sandifer | 2,200,000 | 880,000 | 660,000 | 660,000 | 2,200,000 | | Ronaldo Pereira | 1,500,000 | 600,000 | 450,000 | 450,000 | 1,500,000 | | Michael Reilly | 1,100,000 | 440,000 | 330,000 | 330,000 | 1,100,000 | | Jacqueline Scanlan | 950,000 | 380,000 | 285,000 | 285,000 | 950,000 | | Mark Douglas | 8,380,750 | 4,190,375 | 2,514,225 | 1,676,150 | 8,380,750 |

  95. Individual 2024 Long-Term Incentive Awards

    | (1) Mr. Brondeau’s compensation is not reflected as he did not participate in the 2024 long-term incentive program given that he commenced service as CEO in June 2024. Refer to “Leadership Transition” section for details on Mr. Brondeau’s sign-on award. | | (2) The award values in this table reflect the grant values awarded by the Compensation Committee while the Summary Compensation Table (see page 56) and the Grants of Plan-Based Awards During 2024 table (see page 57) reflect the award values for accounting purposes. |

  96. Long-Term Incentive Award Payouts

    Long-Term Incentive Award Payouts During 2024, the Compensation Committee determined final shares earned under the following PSU award grants made to each NEO with performance periods ending on December 31, 2024:

  97. 2022-2024 PSU Awards

    2022-2024 PSU Awards

  98. 2022-2024 PSU Awards

    | | TSR Performance | Peer Group Percentile(1) | Target | | | | | Measurement Periods | | | 0.0 | 1.0 | 2.0 | TSR Rating | | 2022-2024 Grant Year 1 (2022 TSR) | 16.8% | 89.8% | 35% | 50% | 80% | 2.0 | | 2022-2024 Grant Year 2 (2023 TSR) | (47.4)% | 6.1% | 35% | 50% | 80% | 0.0 | | 2022-2024 Grant Year 3 (2024 TSR) | (16.9)% | 31.3% | 35% | 50% | 80% | 0.0 | | 3 Year TSR 2022-2024 | (49.0)% | 10.4% | 35% | 50% | 80% | 0.0 |

  99. 2022-2024 PSU Awards

    | (1) Based on Company’s rTSR during the performance period relative to performance of companies in the S&P 1500 Composite Chemical Index plus select additional chemical company peers. Peer group composition can vary by grant year. |

  100. 2022-2024 PSU Awards

    | Performance Metric | Below Threshold | Threshold | Target | Maximum | Actual Results | % Achievement | Rating | | Cumulative Three-Year Operating Cash Flow(1) | 3,197 | 3,198 | 3,707 | 4,171 | 2,441 | 66% | 0.0 | | Percentage of Units Earned | 0% | 25% | 100% | 200% | | | |

  101. 2022-2024 PSU Awards

    | (1) 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. |

  102. 2023-2025 PSU Awards

    2023-2025 PSU Awards

  103. 2023-2025 PSU Awards

    | | TSR Performance | Peer Group Percentile(1) | Target | | | | | Measurement Periods | | | 0.0 | 1.0 | 2.0 | TSR Rating | | 2023-2025 Grant Year 1 (2023 TSR) | (47.4)% | 5.9% | 35% | 50% | 80% | 0.0 | | 2023-2025 Grant Year 2 (2024 TSR) | (16.9)% | 36.0% | 35% | 50% | 80% | 0.53 |

  104. 2023-2025 PSU Awards

    | (1) Based on Company’s rTSR during the performance period relative to performance of companies in the S&P 1500 Composite Chemical Index plus select additional chemical company peers. Peer group composition can vary by grant year. |

  105. 2024-2026 PSU Awards

    2024-2026 PSU Awards

  106. 2024-2026 PSU Awards

    | | TSR Performance | Peer Group Percentile(1) | Target | | | | | Measurement Periods | | | 0.0 | 1.0 | 2.0 | TSR Rating | | 2024-2026 Grant Year 1 (2024 TSR) | (16.9)% | 35.6% | 35% | 50% | 80% | 0.52 |

  107. 2024-2026 PSU Awards

    | (1) Based on Company’s rTSR during the performance period relative to performance of companies in the S&P 1500 Composite Chemical Index plus select additional chemical company peers. Peer group composition can vary by grant year. |

  108. Sign-On Awards

    Sign-On Awards In connection with the commencement of Mr. Brondeau’s appointment as CEO in June 2024, to align his interests with those of our stockholders and ensure he is incentivized to achieve the same performance goals as our other executive officers, Mr. Brondeau received a sign-on award with a grant date value of $8,500,000, consisting of 50% NQSOs and 50% RSUs. The NQSOs and RSUs cliff vest on the second anniversary of the grant date, generally subject to his continued employment through such date, with accelerated vesting upon the earlier cessation of his service as CEO in circumstances where a successor CEO is appointed by the Board and an orderly transition of duties occurs. In determining the value of the sign-on equity awards and other compensation offered to Mr. Brondeau, the Compensation Committee considered, among other things, the value of Mr. Brondeau’s experience and the market level compensation for the CEO role. The value of the sign-on award was intended to align with the annual grant value that would be appropriate for the role of CEO. Half of the award was granted in the form of NQSOs to focus Mr. Brondeau’s incentives on increases in the Company’s stock price and thereby align his interests with the interests of stockholders. The Compensation Committee considered whether to grant a portion of the sign-on award in the form of PSUs, but given Mr. Brondeau’s commencement as CEO after the beginning of the performance period for 2024 annual PSUs granted to other NEOs and the desire to avoid a bespoke PSU design solely for Mr. Brondeau, the Compensation Committee determined that the mix of NQSOs and RSUs was appropriate for this one-time grant.

  109. Sign-On Awards

    | Named Executive Officer | 2024 LTI NQSO Value | 2024 LTI RSU Value | Total 2024 LTI Grant Value Awarded | | Pierre Brondeau | 4,250,000 | 4,250,000 | 8,500,000 |

  110. Chairman and Chief Executive Officer Employment Matters

    | • | An initial annual base salary of $1,300,000; | | • | A target incentive percentage of 135% of his annual base salary, which was prorated for 2024; | | • | An ability to be considered for long-term incentive awards and employee benefit plans on the same basis as similarly situated executives of the Company; and | | • | Sign-on equity awards as described above. |

  111. Separation Agreement with Mark Douglas

    Separation Agreement with Mark Douglas On June 11, 2024, the Company entered into a separation agreement with Mr. Douglas (the “Separation Agreement”), which provided that Mr. Douglas would remain a non-officer employee of the Company through September 1, 2024 or his earlier death or disability (the “Termination Date”), upon which date his employment would be terminated. Subject to his continued employment in good standing through the Termination Date, upon his termination of employment, he would be eligible to receive (1) a lump sum cash severance payment equal to two times his annual base salary and target annual bonus, (2) a 2024 annual bonus based on actual performance (with individual performance metrics deemed achieved at not less than 1.0) and prorated for the portion of the year that Mr. Douglas served as CEO, (3) a lump sum cash payment equal to 12 months of the monthly premium for continued health care coverage under COBRA, (4) a lump sum cash payment equal to $20,000 for use for career transition or such other purposes as determined by Mr. Douglas, and (5) continued vesting of his outstanding equity awards through September 1, 2024, with his continued employment through such date resulting in Mr. Douglas satisfying the definitions of “Retirement,” “Normal Retirement,” and “Approved Retirement” contained therein and his awards to be treated in accordance with such provisions on and following September 1, 2024. All benefits under the Separation Agreement are subject to Mr. Douglas’s compliance with the terms of the Separation Agreement (including confidentiality and non-disparagement covenants that apply in perpetuity and cooperation, non-compete, and non-solicitation covenants that apply while Mr. Douglas is employed and for 24 months thereafter) and his execution and non-revocation of a release of claims against the Company. In evaluating the potential terms and conditions of the Separation Agreement, the Compensation Committee determined that the Separation Agreement should include appropriate and market-level severance benefits in light of the Board’s decision that Mr. Douglas’s termination of employment on September 1, 2024 would be a termination without cause. As a starting point, the Compensation Committee reviewed the Company’s previously disclosed Executive Severance Guidelines (the “Guidelines”). The Guidelines were intended to provide a reference point for severance benefits upon a termination of employment without cause and did not represent contractual entitlements of the NEOs. Rather, the Compensation Committee retained discretion to modify the application of the Guidelines on a case-by-case basis. The Compensation Committee also engaged an independent compensation consultant to benchmark executive severance levels for the Company’s peers. The benchmarking showed that the benefits provided by the Guidelines were not fully in line with market practices. In light of these facts, the Compensation Committee determined that it would be appropriate to update the Company’s executive severance levels to bring them in line with market practice. Rather than perpetuate the Guidelines, which necessarily would have involved the use of Committee discretion in determining individual NEO severance benefits, the Compensation Committee determined that it was preferable to provide clarity and objectivity in executive severance benefits by adopting a contractual executive severance plan. This also provided an opportunity to consolidate the Company’s change in control severance benefits, which were historically codified in individual agreements with the NEOs, together with the non-change in control severance benefits under a single plan document, to ensure full coordination and consistency. The Compensation Committee decided to approve severance benefits for Mr. Douglas in the Separation Agreement that were consistent with the market levels established by the compensation consultant’s benchmarking, which levels were then reflected in the executive severance plan that was formally adopted by the Compensation Committee in December 2024, as described under “Employment, Change in Control, and Severance Arrangements” below starting on page 52.

  112. Employment, Change in Control, and Severance Arrangements

    Employment, Change in Control, and Severance Arrangements Our success in building the sound leadership team in place today was due in large part to our ability to utilize a full range of compensation tools, including employment, change in control, and severance agreements. We believe that together, our employment, change in control, and severance agreements, which are guided by our compensation philosophy and governance practices, foster stability within our executive leadership team by helping our executives to better focus their time, attention and capabilities on our business and assist the Company in recruiting and retaining key executives. Benefits payable under the Severance Plan to an applicable executive will immediately cease if such executive violates certain confidentiality, non-solicitation and non-competition obligations and, in the event of such a violation, such executive would also be required to repay to the Company any cash amounts that were previously paid to such executive under the Severance Plan.

  113. Employment, Change in Control, and Severance Arrangements

    | | Non-Change-In-Control | Change-In-Control | | TRIGGERING EVENT | • Termination without cause • Termination for good reason | • Termination without cause • Termination for good reason | | CASH SEVERANCE | An amount equal to the severance multiple multiplied by the sum of the executive’s (1) annual base salary and (2) full year target annual incentive | An amount equal to the severance multiple multiplied by the sum of the executive’s (1) annual base salary and (2) full year target annual incentive | | SUPPLEMENTAL CASH PAYMENT | A lump sum payment payable in cash equal to $20,000, for use for career transition or such other purposes as determined by the executive. | | | SEVERANCE MULTIPLIERS | CEO: 2x; other NEOs: 1x | CEO: 3x; other NEOs (except Mr. Sandifer): 2x | | EQUITY ACCELERATION | As specified by the equity plan or individual award agreements as applicable. | | | ANNUAL NON-EQUITY INCENTIVE COMPENSATION | An amount of cash equal to the target incentive amount, prorated for the length the executive was employed during the incentive year. | | | HEALTHCARE BENEFITS | A lump sum equal to the employer premium amount for the executive’s healthcare election at the time of separation for 12 months. | A lump sum equal to the employer premium amount for the executive’s healthcare election at the time of separation for 12 months multiplied by the severance multiple. | | CLAIMS RELEASE | Required | | | RESTRICTIVE COVENANTS | • Prohibition from competing with the Company or soliciting the Company’s customers or employees for a period of 12 months following separation of employment • Non-disparagement, confidentiality and assignment of inventions provisions for the benefit of the Company | |

  114. Change in Control Severance Agreement with Mr. Sandifer

    Change in Control Severance Agreement with Mr. Sandifer As noted above, in 2024, the Company adopted an executive severance plan (the “Severance Plan”) for NEOs and other selected members of senior leadership, as further described below. The Compensation Committee determined that Mr. Sandifer’s existing change in control severance agreement would be “grandfathered” for the duration of his employment as Chief Financial Officer, and therefore to avoid the duplication of benefits payable to him, Mr. Sandifer is only eligible for the non-change in control severance benefits under the Severance Plan. Mr. Sandifer’s grandfathered change in control severance agreement provides that if a change in control of the Company occurs and, within two years after that change in control, Mr. Sandifer’s employment is terminated without cause or he resigns for good reason, then he would be entitled, contingent on his execution of a release in favor of the Company, to the following payments and benefits: (i) 36 months of base salary, (ii) three times target annual incentive (based on highest historical target), (iii) prorated bonus for the year of termination, (iv) outplacement services, with cost capped at 15% of base salary, and (v) health and welfare benefits continuation for three years.

  115. Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement

    Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement Under the terms of the Company’s equity incentive award agreements, contingent on the NEO executing a release of claims in favor of the Company, treatment of the NEOs’ equity incentive awards on a termination of employment without cause (other than during the two years following a change in control):

  116. Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement

    | • | Unvested RSUs will vest pro rata, and shares will generally be delivered promptly thereafter | | • | Banked PSUs will vest, with shares delivered at the regularly scheduled delivery date | | • | Pro rata portion of outstanding PSUs whose measurement periods are not yet complete will vest at the end of the applicable performance period based on actual performance results, with shares delivered at the regularly scheduled delivery date |

  117. Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement

    Under the terms of the Company’s equity incentive award agreements, contingent on the NEO executing a release of claims in favor of the Company, upon a termination of employment without cause or for good reason within two years after a change in control of the Company:

  118. Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement

    | • | All unvested stock options will vest and remain exercisable for up to three months | | • | All unvested RSUs will vest, and shares will generally be delivered promptly thereafter | | • | Banked PSUs will vest, and shares will be delivered at the regularly scheduled delivery date | | • | PSUs whose measurement periods are not yet complete will vest as though target level performance was attained for those measurement periods, and shares will be delivered at the regularly scheduled delivery date |

  119. Treatment of Company Equity Incentive Awards upon Death or Disability

    Treatment of Company Equity Incentive Awards upon Death or Disability Under the terms of the Company’s equity incentive award agreements upon a Death or Disability:

  120. Treatment of Company Equity Incentive Awards upon Death or Disability

    | • | All unvested stock options will vest, and remain exercisable for up to five years | | • | All unvested restricted stock units will vest, and shares will be delivered promptly thereafter | | • | Banked performance-based restricted stock units will vest, with shares subject to a Delayed Delivery | | • | Pro rata portion of outstanding performance-based restricted stock units will vest at the end of the applicable performance period based on actual performance results, with shares subject to a Delayed Delivery |

  121. Stock-Based Compensation Expense

    Stock-Based Compensation Expense The Company recognizes stock-based compensation expense under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. In determining the appropriate fiscal 2024 long-term incentive grant levels, the Compensation Committee sought to balance its long-term incentive goals with the need to manage stockholder dilution and stock compensation expense.

  122. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  123. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (a) | Year | 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) | | Pierre Brondeau(6) Chairman and Chief Executive Officer | 2024 | 725,833 | — | 4,250,018 | 4,250,008 | 1,124,927 | N/A | 181,026 | 10,531,812 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Andrew Sandifer Executive Vice President and Chief Financial Officer | 2024 | 783,114 | — | 1,307,899 | 553,925 | 731,044 | N/A | 109,636 | 3,485,618 | | | 2023 | 720,333 | — | 1,182,205 | 492,757 | 373,478 | N/A | 144,831 | 2,913,604 | | | 2022 | 662,075 | — | 1,290,671 | 495,406 | 999,429 | N/A | 138,536 | 3,586,117 | | Ronaldo Pereira President, FMC | 2024 | 653,807 | — | 891,903 | 377,682 | 675,119 | N/A | 84,331 | 2,682,842 | | | 2023 | 502,240 | — | 650,165 | 270,995 | 213,919 | N/A | 149,566 | 1,786,885 | | | 2022 | 458,550 | — | 653,027 | 250,503 | 628,442 | N/A | 155,054 | 2,145,576 | | Michael Reilly Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 2024 | 596,669 | — | 653,975 | 276,969 | 484,982 | 515,556 | 37,484 | 2,565,635 | | | 2023 | 572,393 | — | 598,013 | 249,156 | 182,477 | 302,470 | 46,488 | 1,950,997 | | | 2022 | 541,485 | — | 653,027 | 250,503 | 628,717 | — | 54,871 | 2,128,603 | | Jacqueline Scanlan Executive Vice President and Chief Human Resources Officer | 2024 | 550,000 | — | 564,765 | 239,204 | 474,375 | N/A | 55,677 | 1,884,021 | | | 2023 | 148,413 | 441,376 | 2,212,061 | — | — | N/A | 9,083 | 2,810,933 | | | 2022 | — | — | — | — | — | — | — | — | | Mark Douglas Former President and Chief Executive Officer | 2024 | 855,213 | — | 4,967,796 | 2,110,131 | 1,097,982 | N/A | 5,937,832 | 14,968,954 | | | 2023 | 1,198,750 | — | 5,114,362 | 2,102,443 | 787,320 | N/A | 420,562 | 9,623,437 | | | 2022 | 1,138,125 | — | 5,038,115 | 1,879,021 | 2,590,835 | N/A | 423,803 | 11,069,899 |

  124. SUMMARY COMPENSATION TABLE

    | (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 14 to the Consolidated Financial Statements contained in the Company’s report on Form 10-K for the year ended December 31, 2024 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 2024, the amounts listed in this column include the following grants: (i) performance-based restricted stock unit grants for Mr. Sandifer, 14,822 units; for Mr. Pereira, 10,108 units; for Mr. Reilly, 7,411 units, for Ms. Scanlan, 6,400 units; and for Mr. Douglas 70,560 units, and (ii) restricted stock unit grants, for Mr. Brondeau, 74,314; for Mr. Sandifer, 11,113 units; for Mr. Pereira, 7,578 units; for Mr. Reilly, 5,557 units; for Ms. Scanlan, 4,799 units; and for Mr. Douglas, 28,223 units. Per SEC rules, the values of PSUs are reported in this column based on their probable (target) outcomes at the grant date. However, the terms of the PSUs 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 PSUs was $1,482,495 for Mr. Sandifer, $1,011,001 for Mr. Pereira, $741,247 for Mr. Reilly, $640,128 for Ms. Scanlan, and $7,057,411 for Mr. Douglas. | | (3) For 2024, amounts listed in this column were amounts paid with respect to the 2024 annual incentive plan. | | (4) For 2024, 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 2024 and the narrative that follows. For 2024, Mr. Reilly was the only NEO with such a benefit. | | (5) For 2024, the amounts stated in this column include: (i) with respect to the employer matching contribution to the FMC Corporation Savings and Investment Plan, for Mr. Brondeau, $10,623; Messrs. Douglas and Sandifer, $13,800; Mr. Pereira $13,716; Mr. Reilly, $13,798; and for Ms. Scanlan, $7,603; (ii) with respect to the employer matching contribution for the FMC Corporation Non-Qualified Savings and Investment Plan, for Mr. Sandifer, $26,687; for Mr. Pereira, $20,909; for Mr. Reilly, $17,366; for Ms. Scanlan, $12,655; and for Mr. Douglas, $37,872; (iii) with respect to employer core contributions to the Qualified and Nonqualified Savings and Investment Plans, for Mr. Brondeau, $17,250 for the Qualified Plan and $21,487 for the Nonqualified Plan, for Mr. Sandifer, $17,250 for the Qualified Plan and $40,580 for the Nonqualified Plan; for Mr. Pereira, $17,250 for the Qualified Plan and $26,136 for the Nonqualified Plan; for Ms. Scanlan, $17,250 for the Qualified Plan and $15,819 for the Nonqualified Plan; and for Mr. Douglas, $17,250 for the Qualified Plan and $64,877 for the Nonqualified Plan; (iv) for Mr. Brondeau, $110,895; and for Mr. Douglas, $24,482, representing the aggregate incremental cost for personal use of the Company airplane; (v) for Mr. Douglas, this also includes the severance payment of $5,752,904 paid pursuant to the Separation Agreement. The amounts in this column also include the aggregate incremental costs for the following: for Mr. Brondeau, financial planning 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; for Ms. Scanlan, financial planning and reserved parking; and for Mr. Douglas, financial planning, club memberships, and 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) Mr. Brondeau served as Chairman of the Board of Directors throughout 2024 and, in addition, Mr. Brondeau commenced service as Chief Executive Officer on June 11, 2024. The compensation provided to Mr. Brondeau in his capacity as a member of the Board of Directors is included in the Director Compensation Table 2024 at page 28. |

  125. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 The following table summarizes all plan-based award grants to each of our Named Executive Officers during 2024.

  126. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: | All Other Option Awards: | Exercise or | Grant Date Fair | | | | | | | | | | Number of | Number of | Base | Value of | | | | | | | | | | Shares of | Securities | Price of | Stock and | | | | | | | | | | Stock or | Underlying | Option | Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/sh) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Pierre Brondeau | N/A | 0 | 978,197 | 1,956,394 | | | | | | | | | | 6/11/2024(3) | | | | | | | 74,314 | | | 4,250,018 | | | 6/11/2024(4) | | | | | | | | 287,746 | $57.19 | 4,250,008 | | Andrew Sandifer | N/A | 0 | 680,042 | 1,360,083 | | | | | | | | | | 2/20/2024(5) | | | | 5,188 | 10,376 | 20,752 | | | | 514,546 | | | 2/20/2024(6) | | | | 2,223 | 4,446 | 8,892 | | | | 226,702 | | | 2/20/2024 | | | | | | | 11,113 | | | 566,652 | | | 2/20/2024 | | | | | | | | 44,385 | $50.99 | 553,925 | | Ronaldo Pereira | N/A | 0 | 610,967 | 1,221,934 | | | | | | | | | | 2/20/2024(5) | | | | 3,538 | 7,076 | 14,152 | | | | 350,899 | | | 2/20/2024(6) | | | | 1,516 | 3,032 | 6,064 | | | | 154,602 | | | 2/20/2024 | | | | | | | 7,578 | | | 386,402 | | | 2/20/2024 | | | | | | | | 30,263 | $50.99 | 377,682 | | Michael Reilly | N/A | 0 | 421,723 | 843,447 | | | | | | | | | | 2/20/2024(5) | | | | 2,594 | 5,188 | 10,376 | | | | 257,273 | | | 2/20/2024(6) | | | | 1,112 | 2,223 | 4,446 | | | | 113,351 | | | 2/20/2024 | | | | | | | 5,557 | | | 283,351 | | | 2/20/2024 | | | | | | | | 22,193 | $50.99 | 276,969 | | Jacqueline Scanlan | N/A | 0 | 412,500 | 825,000 | | | | | | | | | | 2/20/2024(5) | | | | 2,240 | 4,480 | 8,960 | | | | 222,163 | | | 2/20/2024(6) | | | | 960 | 1,920 | 3,840 | | | | 97,901 | | | 2/20/2024 | | | | | | | 4,799 | | | 244,701 | | | 2/20/2024 | | | | | | | | 19,167 | $50.99 | 239,204 | | Mark Douglas | N/A | 0 | 1,097,982 | 2,195,963 | | | | | | | | | | 2/20/2024(5) | | | | 24,696 | 49,392 | 98,784 | | | | 2,449,349 | | | 2/20/2024(6) | | | | 10,584 | 21,168 | 42,336 | | | | 1,079,356 | | | 2/20/2024 | | | | | | | 28,223 | | | 1,439,091 | | | 2/20/2024 | | | | | | | | 169,081 | $50.99 | 2,110,131 |

  127. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (1) The actual amount of the annual incentive paid to the NEO with respect to 2024 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. 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 PSU is equivalent to one share of our Common Stock. | | (3) The RSUs reflect the new hire grant Mr. Brondeau received upon hire into the CEO role on June 11, 2024 . See “Leadership Transition” for details regarding Mr. Brondeau’s new hire grants. See Director Compensation Table 2024 at page 28 for details regarding the annual grant of RSUs received by Mr. Brondeau as a member of the Board of Directors. | | (4) The NQSOs reflect the new hire grant Mr. Brondeau received upon hire into the CEO role on June 11, 2024 . See “Leadership Transition” for details regarding Mr. Brondeau’s new hire grants. | | (5) The PSUs reflected in this row are earned for achieving specified rTSR percentile ranks during the three-year performance period beginning January 1, 2024 and ending December 31, 2026. See “How We Establish PSU Goals” under Compensation Discussion and Analysis, Long-Term Incentive Awards for the terms of these PSUs. | | (6) The PSUs reflected in this row are earned for achieving specified three-year adjusted average ROIC during the three-year performance period beginning January 1, 2024 and ending December 31, 2026. See “How We Establish PSU Goals” under Compensation Discussion and Analysis, Long-Term Incentive Awards for the terms of these PSUs. |

  128. GRANTS OF PLAN-BASED AWARDS DURING 2024

    The awards contained in the Grants of Plan-Based Awards Table above were granted under the FMC Corporation 2023 Incentive Stock Plan, which is administered by the Compensation Committee.

  129. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below reflects all outstanding equity awards made to each of the Named Executive Officers that were outstanding at the end of 2024. Market or payout values are based upon the closing price of $48.61, which was the closing price on the NYSE of our common stock on December 31, 2024 (the “Closing Price”), the last trading day of 2024.

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 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) | | Pierre Brondeau | 71,739 | | | 73.78 | 2/15/2028 | 74,314(4) | 3,612,404 | | | | | 104,867 | | | 75.69 | 2/20/2029 | 2,373(5) | 115,352 | | | | | 34,678 | | | 92.36 | 2/27/2030 | | | | | | | | 287,746 | | 57.19 | 6/11/2034 | | | | | | Andrew Sandifer | 3,352 | | | 73.78 | 2/15/2028 | 4,251(6) | 206,641 | | | | | 17,569 | | | 75.69 | 2/20/2029 | 3,699(7) | 179,808 | | | | | 13,485 | | | 92.36 | 2/27/2030 | 11,113(8) | 540,203 | | | | | 11,579 | | | 104.97 | 2/24/2031 | 480(9) | 23,333 | 864(10) | 41,999 | | | | 14,775 | | 114.90 | 2/24/2032 | | | 370(11) | 17,986 | | | | 11,710 | | 129.08 | 2/23/2033 | 1,414(12) | 68,735 | 3,891(13) | 189,142 | | | | 44,385 | | 50.99 | 2/20/2034 | | | 1,112(14) | 54,054 | | Ronaldo Pereira | 2,933 | | | 73.78 | 2/15/2028 | 2,184(15) | 106,164 | | | | | 4,374 | | | 75.69 | 2/20/2029 | 2,150(6) | 104,512 | | | | | 5,787 | | | 92.36 | 2/27/2030 | 2,035(7) | 98,921 | | | | | 5,499 | | | 104.97 | 2/24/2031 | 7,578(8) | 368,367 | | | | | | 7,471 | | 114.90 | 2/24/2032 | 265(9) | 12,882 | 475(10) | 23,090 | | | | 6,440 | | 129.08 | 2/23/2033 | | | 204(11) | 9,916 | | | | 30,263 | | 50.99 | 2/20/2034 | 964(12) | 46,860 | 2,654(13) | 128,987 | | | | | | | | | | 758(14) | 36,846 | | Michael Reilly | 2,958 | | | 54.89 | 2/27/2025 | 2,150(6) | 104,512 | | | | | 4,219 | | | 49.89 | 2/27/2027 | 1,871(7) | 90,949 | | | | | 2,514 | | | 73.78 | 2/15/2028 | 5,557(8) | 270,126 | | | | | 8,444 | | | 75.69 | 2/20/2029 | 244(9) | 11,861 | 437(10) | 21,243 | | | 6,645 | | | 92.36 | 2/27/2030 | | | 187(11) | 9,090 | | | 6,452 | | | 104.97 | 2/24/2031 | 708(12) | 34,416 | 1,946(13) | 94,571 | | | | 7,471 | | 114.90 | 2/24/2032 | | | 556(14) | 27,027 | | | | 5,921 | | 129.08 | 2/23/2033 | | | | | | | | 22,193 | | 50.99 | 2/20/2034 | | | | | | Jacqueline Scanlan | | 19,167 | | 50.99 | 2/20/2034 | 22,340(16) | 1,085,947 | | | | | | | | | | 4,799(8) | 233,279 | | | | | | | | | | 611(12) | 29,701 | 1,680(13) | 81,665 | | | | | | | | | | 480(14) | 23,333 | | Mark Douglas | 12,585 | | | 73.78 | 2/15/2028 | | | 4,604(10) | 223,800 | | | 27,964 | | | 75.69 | 2/20/2029 | | | 1,973(11) | 95,908 | | | 47,681 | | | 92.36 | 2/27/2030 | | | 18,522(13) | 900,354 | | | 50,404 | | | 104.97 | 2/24/2031 | | | 5,292(14) | 257,244 | | | 56,040 | | | 114.90 | 2/24/2032 | | | | | | | 49,963 | | | 129.08 | 2/23/2033 | | | | | | | 169,081 | | | 50.99 | 2/20/2034 | | | | |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) For the option awards with an expiration date of 2/24/2032, the vesting date is 2/24/2025; for the awards with an expiration date of 2/23/2033, the vesting date is 2/23/2026; for the awards with an expiration date of 2/20/2034, the vesting date is 2/20/2027; and for the awards with an expiration date of 6/11/2034, the vesting date is 6/11/2026. | | (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 PSUs 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 PSU 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) These units represent the new hire RSU grant received by Mr. Brondeau, the vesting date is 6/11/2026. | | (5) These units represent the annual grant received by Mr. Brondeau as a member of the Board of Directors, the vesting date is 4/29/2025. | | (6) For all of these stock awards, the vesting date is 2/24/2025. | | (7) For all of these stock awards, the vesting date is 2/23/2026. | | (8) For all of these stock awards, the vesting date is 2/20/2027. | | (9) These units represent the portion of PSUs granted in 2023 that were banked based on 2024 TSR performance, at 53%. 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 12/31/2025. Because Threshold performance was not achieved with respect to 2023 TSR, no PSUs were banked under these grants based on 2023 TSR performance. | | (10) These units represent the portion of PSUs 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 become vested on 12/31/2025. | | (11) These units represent the PSUs 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 based on the most recent year’s performance. | | (12) These units represent the portion of PSUs granted in 2024 that were banked based on 2024 TSR performance, at 52%. 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 12/31/2026. | | (13) These units represent the portion of PSUs granted in 2024 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 12/31/2026. | | (14) These units represent the PSUs granted in 2024 with an adjusted average three-year ROIC measure that remain subject to an open performance period through 12/31/2026. While no amount has yet been earned, they are shown here at 25% of target (or, “threshold”) in accordance with SEC rules based on the most recent year’s performance. | | (15) With respect to Mr. Pereira’s one-time award granted on 2/24/2021, the vesting date is 2/24/2025. | | (16) With respect to Ms. Scanlan’s one-time award granted on 9/27/2023, 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. |

  132. OPTION EXERCISES AND STOCK VESTED DURING 2024

    OPTION EXERCISES AND STOCK VESTED DURING 2024

  133. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Pierre Brondeau(1) | 0 | 0 | 2,714 | 149,949 | | Andrew Sandifer | 0 | 0 | 5,149 | 262,093 | | Ronaldo Pereira | 0 | 0 | 2,508 | 127,516 | | Michael Reilly | 0 | 0 | 2,766 | 141,030 | | Jacqueline Scanlan | 0 | 0 | 11,171 | 736,951 | | Mark Douglas(2) | 0 | 0 | 77,434 | 4,556,114 |

  134. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (1) During Mr. Brondeau’s time serving as a member of the Board of Directors in 2024, he received an annual grant and dividend equivalent rights in the amount of 1,258 units, which became fully vested during 2024. The delivery of the shares related to this annual grant and dividend equivalent rights are deferred until his cessation of service on the Board of Directors or a change in control of FMC. The value of such shares realized upon vesting is equal to $73,684 using the stock closing price at the time of vesting. | | (2) Mr. Douglas became retirement eligible on August 9, 2024. Therefore, all his unvested RSUs and banked PSUs became immediately vested on such date, in each case with shares subject to a delayed delivery. |

  135. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | • | 2022 RSU Grant: 10,749 outstanding time-vested RSUs, with a value of $660,419 on August 9, 2024, which were delivered to Mr. Douglas on February 24, 2025. | | • | 2023 RSU Grant: 10,523 outstanding time-vested RSUs, with a value of $646,533 on August 9, 2024, which will be delivered to Mr. Douglas on February 23, 2026. | | • | 2024 RSU Grant: 28,223 outstanding time-vested RSUs, with a value of $1,734,021 on August 9, 2024, which will be delivered to Mr. Douglas on February 20, 2027. | | • | 2022-2024 PSU grant: 9,570 previously banked PSUs, with a value of $587,981 on August 9, 2024, all of which shares were delivered to Mr. Douglas on February 18, 2025 and there were no additional shares earned on December 31, 2024. | | • | 2023-2025 PSU grant: There were no banked PSUs as of August 9, 2024 and 2,558 additional PSUs earned effective December 31, 2024 with a value of $124,344, all of which shares will be delivered to Mr. Douglas in February 2026. | | • | 2024-2026 PSU grant: There were no banked PSUs as of August 9, 2024 and 6,728 additional PSUs earned effective December 31, 2024 with a value of $327,048, all of which shares will be delivered to Mr. Douglas in February 2027. |

  136. PENSION BENEFITS FOR 2024

    PENSION BENEFITS FOR 2024

  137. PENSION BENEFITS FOR 2024

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Pierre Brondeau | 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 | 22.8333 | 1,132,743 | 0 | | | Nonqualified Plan | 22.8333 | 3,118,077 | 0 | | Jacqueline Scanlan | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Mark Douglas | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A |

  138. PENSION BENEFITS FOR 2024

    | (1) All credited years of service are the actual years of service under the relevant plan. |

  139. 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. Brondeau, Sandifer, Pereira and Douglas 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 $280,000 for 2025 (“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 $350,000 for 2025 (“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. Brondeau, Sandifer, Pereira and Douglas 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, 2024 are as follows.

  140. Pension Plans

    | • | Sum of present value of Qualified Plan benefit accrued through December 31, 2024 plus present value of Nonqualified Plan benefit accrued through December 31, 2024 | | • | Present value of Qualified Plan benefit calculated as amount payable at first unreduced age using December 31, 2024 ASC 715 disclosure assumptions (5.60%, Pri-2012 with generational MP2021 projection) and reflecting discounting of present value back to December 31, 2024 using ASC 715 interest only (5.60%) | | • | Present value of Nonqualified Plan benefit calculated as amount payable at first unreduced age using December 31, 2024 ASC 715 lump sum assumptions (4.55%, 417e2025) and reflecting discounting of present value back to December 31, 2024 using ASC 715 interest only (5.31%) |

  141. Pension Plans

    Unreduced benefits are first available at age 62 for Mr. Reilly (assuming continued employment with FMC until that time)

  142. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024

    NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024

  143. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024

    | Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FY(3) | | Pierre Brondeau | | | | | | | Nonqualified Savings Plan | — | 21,487(4) | — | — | 21,487 | | Deferred Nonemployee Director RSUs | 73,684(10) | — | (49,488)(11) | — | 171,836 | | Andrew Sandifer | 39,156 | 67,266(5) | 36,104 | — | 1,201,744 | | Ronaldo Pereira | 43,386 | 47,045(6) | (18,453) | — | 245,012 | | Michael Reilly | 38,957 | 17,366(7) | 85,546 | — | 922,941 | | Jacqueline Scanlan | 27,500 | 28,474(8) | 4,558 | — | 60,532 | | Mark Douglas | 60,011 | 102,748(9) | (448,509) | — | 2,227,177 |

  144. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024

    | (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. Sandifer, $624,016; for Mr. Reilly, $265,385; Mr. Pereira, $197,962; and Mr. Douglas, $2,293,151 plus earnings on those amounts. | | (4) Mr. Brondeau received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $345,000, 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 $21,487. | | (5) In addition to the employer matching contribution of $26,687, Mr. Sandifer received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $345,000, 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 $40,580. | | (6) In addition to the employer matching contribution of $20,909, Mr. Pereira received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $345,000, 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 $26,136. | | (7) The amount listed represents an employer matching contribution of $17,366. | | (8) In addition to the employer matching contribution of $12,655, Ms. Scanlan received nonqualified core contributions of 5% of compensation on her eligible earnings in excess of $345,000, in lieu of her 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 $15,819. | | (9) In addition to the employer matching contribution of $37,872, Mr. Douglas received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $345,000, 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 $64,877. | | (10) Represents the value of RSUs granted to Mr. Brondeau in his capacity as a member of the Board of Directors in fiscal year 2023 that were vested and deferred in fiscal year 2024 and any associated dividend equivalent rights credited to Mr. Brondeau that were vested and deferred in fiscal year 2024. The value of each vested deferred RSU is based on the closing price of our common stock on the applicable vesting date. | | (11) Represents the change during 2024 in the value of the shares underlying all of Mr. Brondeau’s vested deferred RSUs previously granted to Mr. Brondeau in his capacity as a member of the Board of Directors. The change is calculated based on the difference between the closing stock price on the NYSE of our common stock on the first trading day of 2024 ($64.84) (or, in the case of RSUs that vested during 2024, the closing stock price on the applicable vesting date) and the closing price on the NYSE of our common stock on the last trading day of 2024 ($48.61). |

  145. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024

    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 2024, 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 2024. 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.

  146. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments upon termination or a change in control for our Named Executive Officers. The material terms of our employment, change of control and severance agreements with our Named Executive Officers and the termination and change in control benefits under our equity awards are discussed above in the CD&A under the sub-heading “Employment, Change in Control, and Severance Arrangements” beginning on page 52.

  147. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payment | Healthcare Subsidy | Value of Unvested Equity(1) | Other Benefits(2) | Total | | Pierre Brondeau | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | 3,727,755 | — | 3,727,755 | | Disability of Executive | — | — | 3,727,755 | — | 3,727,755 | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 7,865,000 | 16,993 | 1,035,488 | 20,000 | 8,937,481 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4) | 10,920,001 | 50,979 | 3,727,755 | 20,000 | 14,718,735 | | Andrew Sandifer | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | 1,191,949 | — | 1,191,949 | | Disability of Executive | — | — | 1,191,949 | — | 1,191,949 | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 2,160,132 | 25,873 | 720,397 | 20,000 | 2,926,402 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(5) | 5,120,314 | 81,951 | 1,845,090 | 120,007 | 7,067,355 | | Ronaldo Pereira | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | 847,573 | — | 847,573 | | Disability of Executive | — | — | 847,573 | — | 847,573 | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 1,992,600 | 25,575 | 566,745 | 80,000 | 2,664,920 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4) | 3,357,900 | 51,149 | 1,278,151 | 80,000 | 4,767,200 | | Michael Reilly | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | 598,745 | — | 598,745 | | Disability of Executive | — | — | 598,745 | — | 598,745 | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 1,445,909 | 25,873 | 362,478 | 20,000 | 1,854,260 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4)(6) | 2,470,094 | 51,746 | 925,972 | 499,264 | 3,947,076 | | Jacqueline Scanlan | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | 1,396,795 | — | 1,396,795 | | Disability of Executive | — | — | 1,396,795 | — | 1,396,795 | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 1,375,000 | 22,404 | 806,003 | 20,000 | 2,223,408 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4) | 2,337,500 | 44,809 | 1,630,331 | 20,000 | 4,032,640 |

  148. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance Payment | Healthcare Subsidy | Value of Unvested Equity(1) | Other Benefits(2) | Total | | Mark Douglas | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(3) | — | — | — | — | — | | Death of Executive | — | — | — | — | — | | Disability of Executive | — | — | — | — | — | | Involuntary Termination Without Cause or Constructive Termination by Executive(4) | 7,350,750 | 22,404 | 2,498,975 | 20,000 | 9,892,129 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4) | — | — | — | — | — |

  149. Potential Payments Upon Termination or Change in Control

    | (1) The amount shown is the market value of all unvested FMC RSUs and PSUs based on the applicable company stock price on December 31, 2024 and all unvested stock options based on the difference between the exercise price and the FMC stock price on December 31, 2024. | | (2) 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, 2024, these costs are estimated at $60,000 and reflected under “Other Benefits”. | | (3) Only Mr. Brondeau was considered eligible for Early Retirement or Normal Retirement on December 31, 2024. Mr. Brondeau is not currently eligible to receive any outstanding equity based on Normal Retirement criteria as outlined in the grant agreements. None of the other NEOs were considered eligible for Early Retirement (age 62 plus 10 years of service) or Normal Retirement (age 65) and therefore there are no potential payments or benefits to report in this row. | | (4) All payments are in accordance with the Executive Severance Plan and 2023 Stock Incentive Plan. Refer to the “Employment, Change in Control and Severance Arrangements” section under “Other Compensation and Policies” for more details. | | (5) Mr. Sandifer is currently on a grandfathered CIC agreement for his role as outlined in the “Change in Control Severance Agreement with Mr. Sandifer” section herein. Refer to “Employment, Change in Control and Severance Arrangements” section under “Other Compensation and Policies” for more details. | | (6) Upon a termination of employment within two years following a change-in-control, Mr. Reilly would credited with two additional service years under the Nonqualified Plan. The estimated value of this additional service credit is $479,264, which is included in the Other Benefits column of the table. |

  150. Potential Payments Upon Termination or Change in Control

    In addition to the amounts set forth in the Potential Payments Upon Termination or Change in Control table above, upon termination of employment:

  151. Potential Payments Upon Termination or Change in Control

    | • | Each NEO would be eligible to retain such NEO’s vested options set forth in Column (b) of the Outstanding Equity Awards at Fiscal Year-End Table 2024, subject to the applicable option exercise periods. | | • | Each NEO would also be paid such NEO’s annual short-term incentive for 2024 (see Column (g) of the Summary Compensation Table for the amounts of these awards). | | • | Each NEO would receive the aggregate nonqualified deferred compensation benefits accrued by the NEO as set forth in Column (f) of the Nonqualified Deferred Compensation Table, payable commencing six months after cessation of employment or in accordance with the NEO’s predetermined distribution elections. | | • | Mr. Reilly would be entitled to his accumulated benefit under the Nonqualified Plan, payable in a lump sum at the later of six months after cessation of employment or attainment of age 55. | | • | In the event of termination upon death or disability, an NEO is eligible for benefits in programs available to US salaried employees generally, as well as a supplemental disability benefit (in the event of disability) and a surviving spouse benefit under the Nonqualified Savings Plan (in the event of death). The supplemental disability benefit is an insured product intended to provide NEOs with additional disability benefits above the benefit level provided under the Company’s group disability plan. The supplemental plan, in conjunction with the Company’s group plan, will yield up to 70% of an NEO’s annual salary with a maximum monthly benefit of $25,000. | | • | In the event of a termination of an NEO’s employment for cause, all outstanding unvested equity awards would be cancelled. All vested stock option awards would expire immediately. Mr. Pereira would be entitled to receive the Return Benefits described above. |

  152. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Brondeau. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s requirements. We initially 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. Under SEC rules, we may rely on last year’s median employee for the purposes of this year’s disclosure because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We calculated annual total 2024 compensation for this median employee using the same methodology we use for our named executive officers, as set forth in the 2024 Summary Compensation Table in this proxy statement. Currency conversion was conducted using a published currency exchange rate in effect as of December 31, 2024. Using this methodology, we have estimated that the median of the annual total compensation of our employees, excluding our CEO, was $52,393. The total compensation for our CEO, Mr. Brondeau, for 2024, was $10,531,812, as reported in the “Total” column of the Summary Compensation Table in this proxy statement. However, Mr. Brondeau served as a non-employee, non-independent Board Member for the first five months of 2024 and therefore this amount does not reflect what he would have earned had he been CEO for the full year. Therefore, we have recalculated his 2024 compensation for the purposes of this pay ratio disclosure as though he had served as CEO for the full year. See “Leadership Transition” above for further information regarding Mr. Brondeau’s 2024 compensation. Using this methodology, our CEO’s annual total compensation was $11,999,303. Accordingly, the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation for our 2024 was 229 to 1. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies in our peer group may not be comparable to the pay ratio reported above, as these other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  153. Pay Versus Performance

    Pay Versus Performance As described in greater detail in our Compensation Discussion and Analysis beginning on page 38, our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosure with respect to our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other named executive officers, or NEOs, as contemplated by Item 402(v) of Regulation S-K.

  154. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  155. PAY VERSUS PERFORMANCE TABLE

    | | Summary | Summary | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | 1-Year | | Year | Compensation Table Total for First PEO(1) ($) | Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO1, 2, 3 ($) | Compensation Actually Paid to Second PEO1, 2, 3 ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Relative TSR (Percentile Rank vs. Peers)(5) | | 2024 | 10,531,812 | 14,968,954 | 8,782,041 | 12,336,343 | 2,654,529 | 2,178,428 | 55.58 | 145.72 | 342 | 31.3% | | 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 | 131.41 | 742 | 87.8% | | 2021 | — | 8,489,671 | — | 7,040,175 | 1,947,097 | 1,584,265 | 113.73 | 147.78 | 737 | 13.5% | | 2020 | 4,796,809 | 5,905,466 | 10,975,502 | 8,603,809 | 2,187,858 | 2,561,105 | 116.90 | 117.58 | 552 | 66.0% |

  156. PAY VERSUS PERFORMANCE TABLE

    | 1. | Pierre Brondeau (“First PEO”) was our PEO in 2020 and was again appointed as PEO in 2024. Mr. Brondeau served as our PEO through May 31, 2020 and again from June 11, 2024 to present. Mark Douglas (“Second PEO”) was our PEO from 2020 to 2024. Mr. Douglas served as our PEO from June 1, 2020 to June 11, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  157. PAY VERSUS PERFORMANCE TABLE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | | Michael Reilly | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | | | Michael Reilly | Michael Reilly | Michael Reilly | Michael Reilly | | | Kathleen Shelton | Kathleen Shelton | Jacqueline Scanlan | Jacqueline Scanlan |

  158. PAY VERSUS PERFORMANCE TABLE

    | 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. |

  159. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Change in Pension Value for First PEO ($) | Exclusion of Stock Awards for First PEO ($) | Inclusion of Pension Service Cost for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2024 | 10,531,812 | 0 | (8,500,026) | 0 | 6,750,255 | 8,782,041 |

  160. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Change in Pension Value for Second PEO ($) | Exclusion of Stock Awards for Second PEO ($) | Inclusion of Pension Service Cost for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 14,968,954 | 0 | (7,077,927) | 0 | 4,445,316 | 12,336,343 |

  161. PAY VERSUS PERFORMANCE TABLE

    | 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 for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,654,529 | (128,889) | (1,216,581) | 40,142 | 829,227 | 2,178,428 |

  162. PAY VERSUS PERFORMANCE TABLE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  163. PAY VERSUS PERFORMANCE TABLE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2024 | 6,765,791 | 0 | 0 | (15,536) | 0 | 0 | 6,750,255 | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2024 | 6,844,926 | (1,005,725) | 0 | (849,378) | (544,507) | 0 | 4,445,316 |

  164. PAY VERSUS PERFORMANCE TABLE

    | 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 ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,180,332 | (206,492) | 0 | (86,815) | (57,798) | 0 | 829,227 |

  165. PAY VERSUS PERFORMANCE TABLE

    | 4. | The Peer Group TSR set forth in this table utilizes the 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, 2024. 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. | | 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 2024. 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. We used the 2022-2024 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for year 2024. |

  166. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in our Compensation Discussion and Analysis beginning on page 38, the Company’s executive compensation program reflects our pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all those Company measures are presented in the Pay Versus Performance Table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic depictions of the relationships between information presented in the Pay Versus Performance Table.

  167. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO 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, the Company’s cumulative TSR over the five most recently completed fiscal years, and the S&P 500 Chemicals Index TSR over the same period.

  168. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR

  169. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO 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 Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  170. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  171. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 1-Year Relative TSR (Percentile Rank vs. Peers)

    Relationship Between PEO and Non-PEO 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 PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our 1-Year Relative TSR (Percentile Rank vs. Peers) during the five most recently completed fiscal years.

  172. 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)

  173. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2024

    Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2024 As described in greater detail in our Compensation Discussion and Analysis beginning on page 38, our compensation philosophy emphasizes a pay-for-performance culture focused on the long-term interests of our stockholders. We utilize metrics for our short- and long-term incentive compensation programs that are designed to drive short-term and long-term growth and profitability and link our Named Executive Officers’ compensation pay outcomes to execution of business strategy and stockholder value creation. Listed below are the financial performance measures which in our assessment represent the most important performance measures we used to link Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

  174. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2024

    | 1-Year Relative TSR (Percentile Rank vs. Peers) | | Adjusted EBITDA | | Free Cash Flow |