DEF 14A of FMC Corp

Filed Mar 13, 2026 · FY20250001308179-26-000056

Open on EDGAR

Proposal 1 Election of Directors
Proposal 1 Election of Directors
Nominees for Director
Nominees for Director The Board of Directors currently consists of 13 directors, each of whom is elected to serve for a term of one year, expiring at the subsequent annual meeting of stockholders. On December 3, 2025, Anthony DiSilvestro resigned from the Board and all committees thereof due to his increased professional commitments following his appointment as chief financial officer of Keurig Dr. Pepper Inc. Following Mr. DiSilvestro’s resignation, the size of the Board was reduced from 13 to 12 directors. On February 26, 2026, Margareth Øvrum resigned from the Board and all Committees thereof for personal reasons, effective at the conclusion of the Annual Meeting. On February 27, 2026, the Board appointed Michael F. Barry to the Board and the size of the Board was increased to 13 directors. C. Scott Greer and Robert C. Pallash, directors since 2002 and 2008 respectively, will have reached the age of 75 by the 2026 Annual Meeting and, pursuant to our Statement of Governance Principles, Policies and Procedures, have not been nominated for re-election. As such, the Board will be reduced to 10 directors effective at the conclusion of the Annual Meeting. We thank Messrs. DiSilvestro, Greer and Pallash and Ms. Øvrum for their many years of service as directors of the Company – we have benefited greatly from their wisdom, candor and strong sense of collegiality, and we wish them all the best. The nominees for director this year are Pierre Brondeau, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Dirk A. Kempthorne, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D. each of whom is an incumbent director, other than Mr. Barry. If elected, these directors’ next term will expire at the 2027 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, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Dirk A. Kempthorne, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D., to the Board of Directors as described above.
Nominees for Director
Nominees for Director
New Term Expiring in 2027
New Term Expiring in 2027
New Term Expiring in 2027
| | Pierre Brondeau Principal Occupation: Chairman, Chief Executive Officer and President of FMC Corporation Age: 68 Director Since: 2010 Non-Independent Employee Director and Chairman of the Board, Executive Committee Chair |
New Term Expiring in 2027
Mr. Brondeau became Chief Executive Officer in June 2024, became President in December 2025, 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.
Other Board Experience
Other Board Experience Mr. Brondeau previously served as a member of the Board of Directors of TE Connectivity Ltd., was a member of the Board of Directors of Marathon Oil, and also served as a member of the Board of Directors of Livent Corporation through the closing of its merger with Allkem Limited.
Qualifications
Qualifications Mr. Brondeau has extensive senior executive leadership experience at large multi-national public companies engaged in the 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.
Qualifications
| | Michael F. Barry Principal Occupation: Former Chief Executive Officer and President of Quaker Chemical Corporation (“Quaker Houghton”), a global leader in industrial process fluids Age: 67 Director Since: 2026 Independent Director |
Qualifications
Mr. Barry has served as the Chairman of the Board of Directors of Quaker Houghton since 2009. He served as Chief Executive Officer and President of Quaker Houghton from October 2008 until his retirement in November 2021. He also held various leadership and executive positions of increasing responsibility since joining Quaker Houghton in 1998, including serving as its Chief Financial Officer.
Other Board Experience
Other Board Experience Mr. Barry serves as Chair of the Board of Directors of Quaker Houghton and also serves as a member of its Sustainability Committee. He previously served as a member of the boards of directors of Rogers Corporation from 2010 until 2020, and Arcadium Lithium plc from 2018 until 2025.
Qualifications
Qualifications Mr. Barry has extensive and valuable chemical industry experience acquired through critical leadership positions with Quaker Houghton. He has extensive knowledge of accounting and finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development, and manufacturing. He has complementary experience and continuing education in corporate governance through his prior service as the Chief Executive Officer of Quaker Houghton and current and former service on the boards of other public companies. Mr. Barry meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE.
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: 58 Director Since: 2011 Independent Director, Audit Committee Chair |
Qualifications
Mr. Cordeiro served as Executive Vice President and Chief Financial Officer of Cabot Corporation from 2009 until May 2018, and served as an advisor to Cabot through the remainder of 2018. He joined Cabot in 1998 and has held several corporate, business and executive management positions including General Manager of Cabot’s Fumed Metal Oxides and Tantalum businesses, Vice President of Corporate Strategy, and President of the Americas Region. Prior to joining Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group.
Other Board Experience
Other Board Experience Mr. Cordeiro is a member of the Boards of Directors of Owens Corning and Indicor, LLC.
Qualifications
Qualifications Mr. Cordeiro brings extensive strategy, finance and chemical industry experience to the Board. He has developed corporate strategy experience working for The Boston Consulting Group and more specifically chemical industry strategy experience leading Cabot’s corporate strategy function. He also brings deep financial experience having held multiple finance roles at Cabot throughout his twenty-year career, including, most recently, the CFO position. Mr. Cordeiro also brings operational and chemical industry business experience to the Board having been General Manager for two of Cabot’s core specialty chemical businesses. 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.
Qualifications
| | Carol Anthony (“John”) Davidson Principal Occupation: Former Senior Vice President, Controller and Chief Accounting Officer of Tyco International, a diversified industrial products and services company Age: 70 Director Since: 2020 Independent Director, Nominating and Corporate Governance Committee Chair |
Qualifications
Mr. Davidson was elected to the Company’s Board of Directors in July 2020. He served as Senior Vice President, Controller and Chief Accounting Officer of Tyco International from 2004 to 2012 where he led financial reporting, internal controls and accounting policies and processes. Prior to Tyco, Mr. Davidson held senior global leadership positions in finance and related disciplines at Eastman Kodak Company and Dell Computer Corporation. He is a Certified Public Accountant and began his career at Arthur Andersen & Co.
Other Board Experience
Other Board Experience Mr. Davidson is the Chair of the Board of Directors of TE Connectivity Ltd. 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 International Flavors & Fragrances Inc., Allergan, Plc, and Legg Mason, Inc., and served on the board of governors of the Financial Industry Regulatory Authority, which regulates and oversees the U.S. financial industry in the interest of investor protection and market integrity.
Qualifications
Qualifications Mr. Davidson was a trustee of the Financial Accounting Foundation, an organization that oversees the processes for setting financial accounting and reporting standards in the U.S. He has a strong track record of building and leading global teams and implementing governance and controls processes. He brings to the Board his extensive experience as a finance leader in global corporations across multiple industries. Mr. Davidson meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE. Mr. Davidson also has received the “CERT Certificate in Cyber-Risk Oversight” from the National Association of Corporate Directors.
Qualifications
| | Kathy L. Fortmann Principal Occupation: CEO of Amyris, Inc., a synthetic biology company Age: 58 Director Since: 2022 Independent Director |
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.
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.
Qualifications
Qualifications With a significant portion of the Company’s business being in EMEA, Ms. Fortmann’s experience living and working in the European market provides a valuable perspective on the Board. Further, Ms. Fortmann has significant experience managing global business operations in industries directly connected to agriculture. Her background related to sustainability and mergers and acquisitions also makes her well qualified to serve as a director.
Qualifications
| | K’Lynne Johnson Principal Occupation: Former CEO, President and Executive Chair of Elevance Renewable Sciences, Inc., a global specialty chemicals company Age: 57 Director Since: 2013 Independent Director, Compensation and Human Capital Committee Chair |
Qualifications
Ms. Johnson was Executive Chair of Elevance Renewable Sciences, Inc., a specialty “green” chemicals company providing high performance, cost competitive products for the polymers, coating, cleaning, personal care and performance was markets, from October 2015 until February 2016 following eight years as its CEO and President. Prior to joining Elevance, 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. Within BP and Amoco, she worked in a variety of roles covering general business management, supply chain optimization, HR management, strategy, and organizational development and effectiveness.
Other Board Experience
Other Board Experience Ms. Johnson is the Chair of the Board of Directors of Trinseo S.A., a global manufacturer of plastic, latex binders and synthetic rubber. She is also a member of the Boards of Directors of J.M. Huber Corporation, a portfolio management company providing industrial products and engineered materials solutions, BlueScope Steel Limited, a global steel manufacturer, and was previously a member of the Board of Directors of Sylvatex Inc., an early stage nano chemicals company.
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.
Qualifications
| | Dirk A. Kempthorne Principal Occupation: Retired President and CEO, American Council of Life Insurers Age: 74 Director Since: 2009 Independent Director, Sustainability Committee Chair |
Qualifications
Governor Kempthorne has served as the President of the Kempthorne Group, a private consulting firm, since 2009 and 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. He also served as the Mayor of Boise, Idaho from 1986 to 1993 and a United States Senator from Idaho from 1993-1999. Governor Kempthorne has been Chairman of the National Governors Association, Chairman of the Western Governors Association and President of the Council of State Governments. He also served as a member of the Homeland Security Task Force.
Other Board Experience
Other Board Experience Governor Kempthorne is a member of the Boards of Directors of Olympic Steel Inc., a metal distributor and processor, and Robert Half Inc., and international human resources consulting firm and staffing company.
Qualifications
Qualifications Governor Kempthorne’s lengthy experience in government, both on the federal and state level, makes him well qualified to serve as a director of the Company, which interfaces with numerous regulatory agencies in several facets of its operations. In his various governmental positions, Governor Kempthorne was responsible for submitting budgets for governmental entities, fulfilling fiduciary responsibilities for the proper use of such funds, addressing inquiries from rating agencies and adhering to the highest accounting and ethical standards. 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.
Qualifications
| | 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: 58 Independent Director |
Qualifications
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.
Other Board Experience
Other Board Experience Mr. Merkt was a member of the Board of Directors of Arcadium Lithium plc and was a member of the Board of Directors of one of Arcadium Lithium plc’s predecessor companies, Livent Corporation.
Qualifications
Qualifications Mr. 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. Mr. Merkt meets the SEC requirements for an “audit committee financial expert” and is “financially literate” as defined by the NYSE.
Qualifications
| | John M. Raines Principal Occupation: Former President of Digital Agriculture and Consumer Goods of TELUS Corporation, a global communications technology company Age: 59 Director Since: 2024 Independent Director |
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.
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 TPNB Bank, Sydenstricker Nobbe Partners, and the University of Missouri Board of Curators.
Qualifications
Qualifications 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.
Qualifications
| | Patricia Verduin, Ph.D. Principal Occupation: Former Chief Technology & Science Officer, Colgate Palmolive Company, a consumer products company Age: 66 Director Since: 2023 Independent Director |
Qualifications
Dr. Patricia Verduin served as Chief Technology & Science Officer of Colgate-Palmolive Company, a NYSE-listed multinational consumer products company, from 2009 to 2023, where she navigated complex global regulatory environments and led a global team of over 2,000 scientists, engineers, designers, regulatory, and compliance specialists. In her role at Colgate-Palmolive Company, Dr. Verduin had responsibility for driving product formula, manufacturing, and product related sustainable footprint improvements. Prior to her role at Colgate-Palmolive Company, she held leadership positions at ConAgra Foods (now known as Conagra Brands, Inc.), Nabisco, and the Consumer Brands Association.
Other Board Experience
Other Board Experience Dr. Verduin is a member of the Boards of Directors of Reckitt Benckiser Group PLC where she serves as the Chair of the Compliance Committee, Ingredion Corporation, Avient Corporation, and the Valley Hospital of Ridgewood, NJ. Dr. Verduin previously served on the Boards of Directors of Monsanto Company until it was acquired by Bayer in June 2018 and the Charcot-Marie-Tooth Organization.
Qualifications
Qualifications Dr. Verduin has extensive experience driving innovation and a broad skillset in research and development, pipeline growth and plant science, which enable her to provide insights to the Board. Dr. Verduin also brings experience in sustainability and ESG, including management of the social and environmental impact of products and driving sustainability improvements. Her experience at Conagra and Monsanto Company bring valuable perspectives on the agriculture industry and markets. Dr. Verduin also holds a PhD in Food Chemistry from Rutgers University.
IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Compensation
Director Compensation The Company believes that having quality non-employee directors is critical to our success. Non-employee directors represent the interests of our stockholders, and they contribute their experience and wisdom to guide our Company, our strategy and our management. The Board believes that compensation for directors should reflect the work required for both their ongoing oversight and governance role and their continuing focus on driving long-term performance and stockholder value.
DIRECTOR COMPENSATION TABLE 2025
DIRECTOR COMPENSATION TABLE 2025 The table below shows the total compensation paid to each non-employee director who served on the Board during 2025.
DIRECTOR COMPENSATION TABLE 2025
| Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards(2) ($) (c) | All Other Compensation(3) ($) (d) | Total ($) (e) | | Eduardo E. Cordeiro | 125,000 | 140,038 | 15,000 | 280,038 | | Carol Anthony (“John”) Davidson | 120,000 | 140,038 | 15,000 | 275,038 | | Anthony DiSilvestro(4) | 75,425 | 140,038 | | 215,463 | | Kathy L. Fortmann | 100,000 | 140,038 | 15,000 | 255,038 | | C. Scott Greer | 130,000 | 140,038 | | 270,038 | | K’Lynne Johnson | 120,000 | 140,038 | 15,000 | 275,038 | | Dirk A. Kempthorne | 115,000 | 140,038 | | 255,038 | | Steven T. Merkt | 70,000 | 140,038 | | 210,038 | | Margareth Øvrum | 100,000 | 140,038 | | 240,038 | | Robert C. Pallash | 105,000 | 140,038 | | 245,038 | | John M. Raines | 97,753 | 140,038 | 250 | 238,041 | | Patricia Verduin, Ph.D. | 100,000 | 140,038 | 15,000 | 255,038 |
DIRECTOR COMPENSATION TABLE 2025
| (1) Ms. Fortmann and Mr. Merkt elected to receive their April 2025 - April 2026 annual retainer in RSUs rather than cash, which resulted in the grant of 2,396 RSUs to Ms. Fortmann and 2,396 RSUs to Mr. Merkt on April 29, 2025. Mr. Pallash elected to receive half of his April 2025 - April 2026 annual retainer in RSUs, which resulted in the grant of 1,198 RSUs to him on April 29, 2025. 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 2025 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, 2025 for the assumptions used in the valuations that appear in this column. The grant date for all directors was April 29, 2025. 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, 3,355; Mr. Davidson 3,355; Ms. Fortmann, 4,134; Mr. Greer, 3,355; Ms. Johnson, 3,355; Mr. Kempthorne, 3,355; Mr. Merkt, 4,134; Ms. Øvrum, 3,355; Mr. Pallash, 3,744; Mr. Raines, 3,355; and Dr. Verduin, 3,355. | | (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. DiSilvestro resigned from the Board on December 3, 2025. Mr. DiSilvestro did not receive any additional compensation or benefits in connection with his resignation from the Board and forfeited all of his unvested restricted stock units as of his resignation date. |
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.
Impact on Stockholder Return
Impact on Stockholder Return The Company’s business performance in fiscal 2025 resulted in continued pressure on the share price over the course of the year. Our three-year cumulative total stockholder return was affected by a substantial share price reduction that began in July 2023 as the industry began destocking inventory causing reduction in revenue and earnings for the Company. In addition, the Company’s results were negatively impacted by high market competition driven by ample manufacturing capacity and challenging grower margins for many crops. The share performance contributed to no PSU award payouts under the 2023 performance grant (which matured on December 31, 2025) for our Named Executive Officers with regard to both the 2025 annual performance period and the cumulative 2023-2025 performance period, evidencing the strong pay-for-performance alignment in our compensation awards (for more information, see “Long-Term Incentive Award Payouts” beginning on page 57).
Advisory “Say-on-Pay” Vote, Stockholder Outreach and Compensation Updates
Advisory “Say-on-Pay” Vote, Stockholder Outreach and Compensation Updates The Company holds annual “say-on-pay” votes and has received say-on-pay approval from our stockholders for our executive compensation programs in each of the last 5 years, including at the 2025 Annual Meeting of Stockholders. As a result of the low level of support for our executive compensation program, we have undertaken engagement efforts to better understand stockholders’ concerns and address them responsively. The two primary concerns voiced by stockholders related to (i) our previous CEO’s severance arrangement and (ii) the current CEO’s initial compensation package. With respect to executive severance, the Board approved the adoption of a formal, benchmarked executive severance policy, to provide our stockholders clarity and consistency with respect to the termination-related payments applicable to our executives going forward. The previous CEO severance was aligned to the policy that was put into place. With respect to our CEO’s compensation, we discussed with our stockholders the rationale for the duration of the vesting period applicable to Mr. Brondeau’s sign-on grant of RSUs and stock options (collectively, the “Sign-On Grants”), which were awarded to him in connection with his appointment as our CEO in 2024. We specifically noted that, although Mr. Brondeau was eligible for retirement treatment that would result in immediate vesting due to age and service under the equity plan, the Compensation Committee decided to amend the vesting to ensure the grant was held for 2 years. Mr. Brondeau will be required to remain employed until the earlier of two years following the grant date and until his successor has been appointed by the Board and he has facilitated an orderly transition of his duties. Further, we explained that the Compensation Committee considered whether it would be appropriate for Mr. Brondeau’s Sign-On Grant to be made partially in the form of PSUs despite his returning to the CEO position midway through our 2024 performance cycle. We noted that the Compensation Committee determined not to grant Mr. Brondeau a PSU award midcycle because he would not have had full accountability for the results associated with the portion of the performance period prior to his return to the CEO position. In addition, the Compensation Committee declined to grant Mr. Brondeau a PSU award subject to bespoke performance metrics in an effort to maintain consistency with the compensation framework established for 2024 and our pay-for-performance philosophy. In addition, we have modified the business metrics in our annual incentive plan applicable to our executives to be based on a single performance metric of EBITDA, which we believe offers simplicity and transparency to our stockholders while aligning to drive business results. We have also received feedback from shareholders about the banking feature that was used on the relative TSR metric in our PSU. This feature is now aligned with the 2026 PSU grant; we will now have a single three-year culminative rTSR metric with no banking features. The Board believes that our executive compensation program, as modified based on feedback from our stockholders, properly incentivizes our executives to drive shareholder value, while appropriately managing risk, and aligns with our pay for performance philosophy. In fact, the recent decline in our stock price performance in fiscal 2025 demonstrates this alignment, as shown in the actual amounts of pay realized by our executives (which are not reflective of the amounts reported in the Summary Compensation Table, since those amounts are valued based on fair market value at the time of grant, and not based on actual performance results). The Board and Compensation Committee are continually focused on efforts to drive value for our stockholders and believe that our executive compensation programs are appropriately designed to achieve that goal. While say-on-pay is a key indicator of stockholder feedback, we also are committed to maintaining an open dialogue with our stockholders throughout the year. As discussed elsewhere in this Proxy Statement, our Compensation Committee Chair and Nominating Committee Chair offered meetings to stockholders representing approximately 70% of shares outstanding during the fall and winter of 2025 and met with stockholders representing approximately 17% of shares outstanding to discuss, among other topics, FMC’s corporate strategy and performance, and refreshment, executive compensation, corporate responsibility, and other governance matters. During 2025, such engagement included additional discussions of executive compensation in light of the results of our say-on-pay approval at our 2025 Annual Meeting. The feedback from the stockholder outreach efforts was provided to the Nominating and Corporate Governance and Compensation Committees as well as the full Board. The Compensation Committee has also made changes to our executive compensation program for 2026 in response to our stockholders’ feedback on our 2024 executive compensation program. Beginning in 2026, rTSR PSUs will no longer have the “banking” feature that applied to rTSR PSUs granted prior to 2026. Instead, the rTSR PSUs granted in 2026 will be subject to one three-year performance period and will generally require continued employment through the end of the applicable three-year performance period in order to become vested. We believe these changes to our rTSR PSU design will better align our executive compensation program with the long-term interests of our stockholders. The Compensation Committee will continue to consider the results of stockholder advisory votes and stockholder input on executive compensation when making future decisions relating to our executive compensation program and compensation for our Named Executive Officers.
2025 Compensation Highlights
| • | The Company’s performance against the Adjusted EBITDA targets set by the Compensation Committee under our 2025 short-term incentive compensation plan resulted in a payout percentage of 63%. The Committee believes Adjusted EBITDA is the most direct measure of the Company’s underlying operating results. Using this metric further reinforces management accountability for delivering profitable growth and aligns annual incentives with value creation for stockholders. | | • | 9.3% payout occurred under the PSU award previously granted in 2023 to certain Named Executive Officers with performance periods ending on December 31, 2025, which were based 70% on the Company’s rTSR and 30% Cumulative Operating Cash. Grants awarded in 2024 and 2025 with performance periods ending December 31, 2025 both resulted in a 0% rTSR achievement. PSU award payouts are coming out significantly below the target compensation in direct alignment with the business performance in the 2024 and 2025 years consistent with our pay-for-performance philosophy. |
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 going beyond the mandatory Dodd-Frank requirements 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 Insider Trading Policy No pension or post-employment benefit plans for Named Executive Officers No repricing of stock options without stockholder approval No single-trigger Change in Control benefits |
Independent Compensation Consultant
Independent Compensation Consultant The Compensation Committee retained Aon plc (“Aon”) as its 2025 independent compensation consultant to, among other things, assist it with structuring the Company’s 2025 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 2025, Aon provided to the Compensation Committee, among other services:
Independent Compensation Consultant
| • | Expertise-based advice; | | • | 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. |
Independent Compensation Consultant
Prior to engaging Aon for 2025, 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’s services presented no conflicts of interest. In total, fees paid to Aon during 2025 for services not related to Aon’s work with the Compensation Committee, such as global pension, investment and consulting services and risk brokerage services, were approximately $3,049,333. Fees paid to Aon during 2025 for services related to recommending the amount and form of executive and director compensation were approximately $201,209. 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.
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. |
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.
Peer Group for Setting 2025 Compensation
Peer Group for Setting 2025 Compensation In consultation with Aon, the Compensation Committee reviewed and updated the Company’s peer group in July 2024 for purposes of setting 2025 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 maintain the peer group with no additions or removals for the year. The Compensation Committee will continue to review and update the Company’s peer group for purposes of setting executive compensation in future years. The following table sets forth the peer group approved by the Compensation Committee for purposes of setting 2025 compensation.
Peer Group for Setting 2025 Compensation
| 2025 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 |
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. |
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%.
2025 Short-Term Incentive Plan Formula
2025 Short-Term Incentive Plan Formula Under the terms of the 2025 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. Details regarding the treatment of Mr. Pereira’s annual incentive award for 2025 in connection with his departure, as well as details regarding the treatment of Mr. Reilly’s annual incentive award for 2025 in connection with his retirement, are set forth in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control”.
2025 Short-Term Incentive Plan Target Percentages
2025 Short-Term Incentive Plan Target Percentages The 2025 target percentage under the 2025 STI Plan approved by the Compensation Committee for each of our NEOs is set forth in the table below.
2025 Short-Term Incentive Plan Target Percentages
| Named Executive Officer | 2024 Incentive Target (% of Salary) | Increase | 2025 Incentive (% of Salary) | 2025 Incentive Target ($)(1) | | Pierre Brondeau | 135% | 15% | 150% | 2,018,250 | | Andrew Sandifer | 85% | — | 85% | 703,843 | | Jacqueline Scanlan | 75% | — | 75% | 426,938 | | Thaisa Hugenneyer | 60% | 15% | 75% | 381,188 | | Seva Rostovtsev | 55% | 5% | 60% | 253,260 |
2025 Short-Term Incentive Plan – Weighted Company Performance
2025 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, 2025, for all NEOs, the financial performance metrics under the 2025 STI Plan were based upon Adjusted EBITDA (as defined below) to align with the Company’s core operating performance and efficiency as well as offering simplicity and transparency to our stockholders. We established an Adjusted EBITDA 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 Compensation Committee believes Adjusted EBITDA is the most direct measure of the Company’s underlying operating results. Using this metric further reinforces management accountability for delivering profitable growth and aligns annual incentives with value creation for stockholders.
2025 Short-Term Incentive Plan – Weighted Company Performance
| 2025 Metrics | Weighting | Description | | Adjusted EBITDA | 100% | Adjusted EBITDA, a non-GAAP measure, is defined as Income (loss) from continuing operations before income taxes, plus the sum of Corporate special (charges) income and Interest expense, net and total depreciation and amortization. |
2025 Short-Term Incentive Plan – Weighted Company Performance
The following chart sets forth for the 2025 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, 2025:
2025 Short-Term Incentive Plan – Weighted Company Performance
| | | Performance Targets | | | Achievement | | | 2025 Targets(1) | Metric Weighting | Threshold | Target | Maximum | Full Year Results | Target Award (%)(2) | | Adjusted EBITDA | 70% | $819 | $910 | $1,001 | 842.7 | 63% | | Payout Percentage | | 50% | 100% | 200% | | |
2025 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. |
2025 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 2025 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 2025, the Compensation Committee considered the following key achievements in approving the individual performance component for each of our NEOs.
2025 Short-Term Incentive Plan – Weighted Company Performance
| Named Executive Officer | Individual Performance Payout | Weighted % of Total Payout | 2025 Performance Considerations | | | Pierre Brondeau | 150% | 45% | • | Redefine the portfolio to prioritize strategic actions | | | | | • | Accelerate cost saving plan and increase the target for Project Focus | | | | | • | Q1 and Q2 “company reset” | | | | | • | Accelerate financial commitment and strategy to accelerate the growth of new AIs | | | | | • | Increase of commercial talent in leadership roles by attracting and hiring | | Andrew Sandifer | 150% | 45% | • | Drove execution of Project Focus to deliver increased savings targets and initiated Project Foundation | | | | | • | Evolved Digital organization under new Chief Digital Officer. Delivered successful S/4 HANA upgrade. | | | | | • | Delivered 2025 savings from Finance efficiency initiatives, building on key levers of simplification, standardization, automation, optimized work location, and recalibrated service levels | | | | | • | Delivered better than budgeted tax rate on adjusted earnings | | | | | • | Drove impactful Investor Relations messaging and engagement, including more tangible demonstration of progress against Rynaxypyr and Growth Portfolio strategies | | Jacqueline Scanlan | 150% | 45% | • | Drove talent strategy to increase development of succession candidates and identified capabilities gaps to attract external talent | | | | | • | Drove execution of Project Focus to deliver savings targets and initiated Project Foundation | | | | | • | Attracted top talent to fill critical roles in leadership team and commercial organization talent | | | | | • | Delivered 2025 savings from HR transformation, building on key levers of simplification, standardization, automation and recalibrated service levels | | Thaisa Hugenneyer | 150% | 45% | • | Lead the development of the climate transition plan and ensure readiness for the mandatory reporting requirements | | | | | • | Enhanced the financial management of the Global Supply Chain by establishing the right metrics and KPIs and driving global organizational alignment | | | | | • | Drove the development of the key strategies for manufacturing footprint and made progress on the implementation | | | | | • | Drove execution of Project Focus to deliver savings targets and initiated Project Foundation | | Seva Rostovtsev | 110% | 33% | • | Ensure seamless support for product launch activities to accelerate time-to-market and maximize business impact | | | | | • | Drove strategy to accelerate the growth of new AIs | | | | | • | Integration and optimization of Plant Health R&D organization. Create a unified, efficient structure that enhances collaboration, streamlines processes, and maximizes innovation and operational effectiveness |
2025 Short-Term Incentive Plan Awards and Results
2025 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 2025 incentive awards earned by our NEOs, are set forth in the table below.
2025 Short-Term Incentive Plan Awards and Results
| Named Executive Officer | 2025 STI Target ($)(1) | Weighted Financial Performance Metric (70%) | Weighted Individual Performance Metric (30%) | Weighted STI Payout % (of Target Incentive) | Actual Award ($)(1) | | Pierre Brondeau | 2,018,250 | 44.1% | 45% | 89.1% | 1,798,261 | | Andrew Sandifer | 703,843 | 44.1% | 45% | 89.1% | 627,124 | | Jacqueline Scanlan | 426,938 | 44.1% | 45% | 89.1% | 380,401 | | Thaisa Hugenneyer | 381,188 | 44.1% | 45% | 89.1% | 339,638 | | Seva Rostovtsev | 253,260 | 44.1% | 33% | 77.1% | 195,263 |
2025 Short-Term Incentive Plan Awards and Results
| (1) Rounded to nearest whole dollar. |
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 stockholders by awarding compensation in line with stock performance and returns for investors.
2025 Long-Term Incentive Award Types
2025 Long-Term Incentive Award Types In 2025, the total award values of annual long-term incentive awards granted to our Named Executive Officers were allocated generally among the following:
2025 Long-Term Incentive Award Types
| CEO LONG-TERM EQUITY INCENTIVE AWARD COMPONENT BREAKDOWN | OTHER NEO LONG-TERM EQUITY INCENTIVE AWARD COMPONENT BREAKDOWN | | | |
2025 Long-Term Incentive Award Types
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 vest on a graded three-year schedule, with one-third (1/3rd) of the award vesting on each of the first, second, and third anniversaries of the grant date. As discussed above in the section of this Proxy Statement titled “Advisory “Say-on-Pay” Vote, Stockholder Outreach and Compensation Updates,” in consideration of stockholder feedback, in designing the rTSR PSUs that will be granted to our Named Executive Officers in 2026, the Compensation Committee, in order to better align our Named Executive Officers’ compensation to long-term stockholder returns, determined that our rTSR PSU awards granted in 2026 will be subject to one three-year performance period, rather than three one-year performance periods.
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 2025 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 retained the secondary PSU metric with 30% weighting to Adjusted Average ROIC. The Compensation Committee did not make any design changes for 2025 rTSR metric. The 2025 PSUs with rTSR performance are calculated as four point-to-point measurements from 2025 to 2027. 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 2025 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.
How we Establish PSU Goals
| 2025 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 |
How we Establish PSU Goals
The Compensation Committee decided to maintain the secondary PSU metric for 2025 awards of Adjusted Average ROIC. Adjusted Average ROIC, for purposes of the PSUs granted in 2025, 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:
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% | <6.6% | 0% | | Threshold | 35th Percentile | 50% | 6.6% | 50% | | Target | 50th Percentile | 100% | 7.7% | 100% | | Maximum | 80th Percentile or higher | 200% | 9.1% or higher | 200% |
How we Establish PSU Goals
If the Company experiences negative total stockholder return during the three-year cumulative performance period, the 2025 PSU award payout cannot exceed 100% of the target performance level.
Individual 2025 Long-Term Incentive Awards
Individual 2025 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 51). After the Compensation Committee establishes a grant value for each Named Executive Officer’s 2025 annual long-term incentive award, that value is allocated between PSUs, stock options and RSUs (see “2025 Long-Term Incentive Award Types” beginning on page 55), 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 2025 annual long-term incentive awards granted by the Compensation Committee:
Individual 2025 Long-Term Incentive Awards
| Named Executive Officer | 2024 LTI Grant Value Awarded | 2025 LTI PSU Value | 2025 LTI NQSO Value | 2025 LTI RSU Value | Total 2025 LTI Grant Value Awarded(1) | | Pierre R. Brondeau(2) | n/a | 4,250,000 | 2,550,000 | 1,700,000 | 8,500,000 | | Andrew Sandifer | 2,200,000 | 880,000 | 660,000 | 660,000 | 2,200,000 | | Jacqueline Scanlan | 950,000 | 440,000 | 330,000 | 330,000 | 1,100,000 | | Thaisa Hugenneyer | 450,000 | 240,000 | 180,000 | 180,000 | 600,000 | | Seva Rostovtsev | 750,000 | 300,000 | 225,000 | 225,000 | 750,000 | | Ronaldo Pereira | 1,500,000 | 800,000 | 600,000 | 600,000 | 2,000,000 | | Michael Reilly | 1,100,000 | 440,000 | 330,000 | 330,000 | 1,100,000 |
Individual 2025 Long-Term Incentive Awards
| (1) The award values in this table reflect the grant values awarded by the Compensation Committee while the Summary Compensation Table (see page 63) and the Grants of Plan-Based Awards During 2025 table (see page 64) reflect the award values for accounting purposes. | | (2) Mr. Brondeau’s did not participate in the 2024 long-term incentive program given that he commenced service as CEO in June 2024. |
Long-Term Incentive Award Payouts
Long-Term Incentive Award Payouts During 2025, the Compensation Committee determined final shares earned under the following PSU award grants made to each NEO with performance periods ending on December 31, 2025:
2023-2025 PSU Awards
2023-2025 PSU Awards
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% | 0.00 | | 2023-2025 Grant Year 2 (2024 TSR) | (16.9)% | 36.0% | 35% | 50% | 80% | 0.53 | | 2023-2025 Grant Year 3 (2025 TSR) | (68.7)% | 2.0% | 35% | 50% | 80% | 0.00 | | 3 Year TSR 2023-2025 | (83.8)% | 2.0% | 35% | 50% | 80% | 0.00 |
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. |
2023-2025 PSU Awards
| Performance Metric | Below Threshold | Threshold | Target | Maximum | Actual Results | % Achievement | Rating | | Cumulative Three-Year Operating Cash Flow(1) | <3,597 | 3,597 | 4,128 | 4,644 | 2,521 | 61% | 0.00 | | Percentage of Units Earned | 0% | 25% | 100% | 200% | | | |
2023-2025 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. |
2024-2026 PSU Awards
2024-2026 PSU Awards
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 | | 2024-2026 Grant Year 2 (2025 TSR) | (68.7)% | 0.0% | 35% | 50% | 80% | 0.00 |
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. |
2025-2027 PSU Awards
2025-2027 PSU Awards
2025-2027 PSU Awards
| | TSR Performance | Peer Group Percentile(1) | Target | | | | | Measurement Periods | | | 0.0 | 1.0 | 2.0 | TSR Rating | | 2025-2027 Grant Year 1 (2025 TSR) | (68.7)% | 0.0% | 35% | 50% | 80% | 0.00 |
2025-2027 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. |
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. As described in more detail below, the Company maintains an executive severance plan (the “Severance Plan”) covering our executives (other than, in certain circumstances, Mr. Sandifer). 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. The following table describes the terms and conditions of the Severance Plan.
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. | | | 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 | |
Change in Control Severance Agreement with Mr. Sandifer
Change in Control Severance Agreement with Mr. Sandifer As noted above, in 2024, the Company adopted the Severance Plan for NEOs and other selected members of senior leadership. 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.
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):
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 | | • | With respect to rTSR PSUs, (i) banked rTSR PSUs will vest, with shares delivered at the regularly scheduled delivery date, and (ii) rTSR PSUs whose measurement periods are not yet complete will pro rata vest at the end of the applicable measurement period based on actual performance, with shares delivered at the regularly scheduled delivery date |
Treatment of Company Equity Incentive Awards on Termination of Employment for Reasons other than Voluntary Separation or Retirement
| • | ROIC PSUs will pro rata vest based on actual performance at the end of the applicable measurement period, with shares delivered at the regularly scheduled delivery date |
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:
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 | | • | With respect to rTSR PSUs, (i) banked rTSR PSUs will vest, and shares will be delivered at the regularly scheduled delivery date, and (ii) rTSR PSUs whose measurement periods are not yet complete will vest (based on target performance or, for rTSR PSUs granted during 2025, based on the greater of actual or target performance), and shares will be delivered at the regularly scheduled delivery date | | • | ROIC PSUs will vest based on target level of performance, or, for ROIC PSUs granted during 2025, the greater of actual or target performance, and shares will be delivered at the regularly scheduled delivery date |
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:
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 | | • | With respect to rTSR PSUs, (i) banked rTSR PSUs will vest, with shares delivered at the regularly scheduled delivery date, and (ii) rTSR PSUs whose measurement periods are not yet complete will pro rata vest at the end of the applicable measurement period based on actual performance, with shares delivered at the regularly scheduled delivery date | | • | ROIC PSUs will pro rata vest based on actual performance at the end of the applicable measurement period, with shares delivered at the regularly scheduled delivery date |
Separation and Release Agreement with Mr. Pereira
Separation and Release Agreement with Mr. Pereira In connection with his departure, Mr. Pereira entered into a separation and release agreement pursuant to which he was provided severance benefits in accordance with the Severance Plan. The material terms and conditions of Mr. Pereira’s separation agreement are summarized in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.”
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 2025 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.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
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 and President | 2025 | 1,334,125 | — | 6,257,919 | 2,373,420 | 1,798,261 | N/A | 274,666 | 12,038,391 | | | 2024 | 725,833 | — | 4,250,018 | 4,250,008 | 1,124,927 | N/A | 181,026 | 10,531,812 | | | 2023 | — | — | — | — | — | — | — | — | | Andrew Sandifer Executive Vice President and Chief Financial Officer | 2025 | 821,051 | — | 1,620,099 | 819,063 | 627,124 | N/A | 133,005 | 4,020,342 | | | 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 | | Jacqueline Scanlan Executive Vice President and Chief Human Resources Officer | 2025 | 564,438 | — | 810,145 | 409,545 | 380,401 | N/A | 74,333 | 2,238,861 | | | 2024 | 550,000 | — | 564,765 | 239,204 | 474,375 | N/A | 55,677 | 1,884,021 | | | 2023 | 148,413 | 441,376 | 2,212,061 | 0 | — | N/A | 9,083 | 2,810,933 | | Thaisa Hugenneyer Executive Vice President, Integrated Supply Chain and Chief Sustainability Officer | 2025 | 499,938 | — | 441,877 | 223,391 | 339,638 | N/A | 66,966 | 1,571,809 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Seva Rostovtsev Executive Vice President and Chief Technology Officer | 2025 | 417,075 | — | 552,365 | 279,218 | 195,263 | N/A | 57,977 | 1,501,897 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Ronaldo Pereira Former President FMC | 2025 | 788,589 | — | 1,472,845 | 744,618 | 620,794 | N/A | 2,196,093 | 5,822,939 | | | 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 | | Michael Reilly Former Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary | 2025 | 349,893 | — | 810,145 | 409,545 | 161,274 | 337,137 | 35,785 | 2,103,779 | | | 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 |
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, 2025 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 2025, the amounts listed in this column include the following grants: (i) performance-based restricted stock unit grants for Mr. Brondeau, 116,983 units; Mr. Sandifer, 24,223 units; for Ms. Scanlan, 12,114 units; for Ms. Hugenneyer, 6,606 units; for Mr. Rostovtsev, 8,258 units; for Mr. Pereira, 22,023 units; and for Mr. Reilly, 12,114 units, and (ii) restricted stock unit grants, for Mr. Brondeau, 46,794 units; for Mr. Sandifer, 18,168 units; for Ms. Scanlan, 9,084 units; for Ms. Hugenneyer, 4,956 units; for Mr. Rostovtsev, 6,195 units; for Mr. Pereira, 16,515 units; and for Mr. Reilly, 9,084 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 number 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 $8,936,097 for Mr. Brondeau, $1,850,347 for Mr. Sandifer, $925,364 for Ms. Scanlan, $504,619 for Ms. Hugenneyer, $630,812 for Mr. Rostovtsev, $1,682,293 for Mr. Pereira and $925,364 for Mr. Reilly. | | (3) For 2025, amounts listed in this column were amounts paid in 2026 with respect to the 2025 annual incentive plan. | | (4) For 2025, 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 2025 and the narrative that follows. For 2025, Mr. Reilly was the only NEO with such a benefit. |
SUMMARY COMPENSATION TABLE
| (5) For 2025, 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, $11,867; Mr. Sandifer, $14,000; Ms. Scanlan, $10,816; Ms. Hugenneyer, $11,881, Mr. Rostovtsev, $20,898; Mr. Pereira $14,000; and for Mr. Reilly, $14,000; (ii) with respect to the employer matching contribution for the FMC Corporation Non-Qualified Savings and Investment Plan, for Mr. Brondeau, $11,867; for Mr. Sandifer, $19,891; for Ms. Scanlan, $6,507; for Ms. Hugenneyer, $4,114; for Mr. Pereira, $17,197; and for Mr. Reilly, $12,443; (iii) with respect to employer core contributions to the Qualified and Nonqualified Savings and Investment Plans, for Mr. Brondeau, $17,500 for the Qualified Plan and $105,453 for the Nonqualified Plan, for Mr. Sandifer, $17,500 for the Qualified Plan and $60,105 for the Nonqualified Plan; for Ms. Scanlan, $17,500 for the Qualified Plan and $34,441 for the Nonqualified Plan; for Ms. Hugenneyer, $17,500 for the Qualified Plan and $23,213 for the Nonqualified Plan; for Mr. Rostovtsev, $17,500 for the Qualified Plan and $14,320 for the Nonqualified Plan; and for Mr. Pereira, $17,500 for the Qualified Plan and $55,685 for the Nonqualified Plan; (iv) for Mr. Brondeau, $106,471 representing the aggregate incremental cost for personal use of the Company airplane; (v) for Mr. Pereira, this also includes the severance payment of $2,081,451 paid pursuant to the Separation Agreement. The amounts in this column also include the aggregate incremental costs for the following: for Mr. Brondeau, financial planning and reserved parking; for Mr. Sandifer, charitable matching contributions in excess of the limit available to other U.S. based employees, financial planning, and reserved parking; for Ms. Scanlan, financial planning and reserved parking; for Ms. Hugenneyer, financial planning, reserved parking, and executive physicals; for Mr. Rostovtsev, reserved parking and executive physicals; and for Mr. Pereira, financial planning, reserved parking, and executive physicals; for Mr. Reilly, financial planning, reserved parking, and executive physicals. The aggregate incremental cost for each of the perquisites and personal benefits that was quantified in this footnote (5) was calculated based on the amount the Company or its affiliate paid for such benefit times the percentage of personal use not reimbursed to the Company or its affiliate. | | (6) Mr. Brondeau served as Chairman of the Board of Directors and Chief Executive Officer throughout 2025 and, in addition, Mr. Brondeau commenced service as President on December 15, 2025. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
GRANTS OF PLAN-BASED AWARDS DURING 2025 The following table summarizes all plan-based award grants to each of our Named Executive Officers during 2025.
GRANTS OF PLAN-BASED AWARDS DURING 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Pierre Brondeau | N/A | 0 | 2,018,250 | 4,036,500 | | | | | | | | | | 2/21/2025(3) | | | | 40,944 | 81,888 | 163,776 | | | | 3,125,665 | | | 2/21/2025(4) | | | | 17,548 | 35,095 | 70,190 | | | | 1,342,384 | | | 2/21/2025 | | | | | | | 46,794 | | | 1,789,871 | | | 2/21/2025 | | | | | | | | 259,674 | $38.25 | 2,373,420 | | Andrew Sandifer | N/A | 0 | 703,843 | 1,407,687 | | | | | | | | | | 2/21/2025(3) | | | | 8,478 | 16,956 | 33,912 | | | | 647,211 | | | 2/21/2025(4) | | | | 3,634 | 7,267 | 14,534 | | | | 277,963 | | | 2/21/2025 | | | | | | | 18,168 | | | 694,926 | | | 2/21/2025 | | | | | | | | 89,613 | $38.25 | 819,063 | | Jacqueline Scanlan | N/A | 0 | 426,938 | 853,875 | | | | | | | | | | 2/21/2025(3) | | | | 4,240 | 8,480 | 16,960 | | | | 323,682 | | | 2/21/2025(4) | | | | 1,817 | 3,634 | 7,268 | | | | 139,001 | | | 2/21/2025 | | | | | | | 9,084 | | | 347,463 | | | 2/21/2025 | | | | | | | | 44,808 | $38.25 | 409,545 | | Thaisa Hugenneyer | N/A | 0 | 381,188 | 762,375 | | | | | | | | | | 2/21/2025(3) | | | | 2,312 | 4,624 | 9,248 | | | | 176,498 | | | 2/21/2025(4) | | | | 991 | 1,982 | 3,964 | | | | 75,812 | | | 2/21/2025 | | | | | | | 4,956 | | | 189,567 | | | 2/21/2025 | | | | | | | | 24,441 | $38.25 | 223,391 | | Seva Rostovtsev | N/A | 0 | 253,260 | 506,520 | | | | | | | | | | 2/21/2025(3) | | | | 2,890 | 5,780 | 11,560 | | | | 220,623 | | | 2/21/2025(4) | | | | 1,239 | 2,478 | 4,956 | | | | 94,784 | | | 2/21/2025 | | | | | | | 6,195 | | | 236,959 | | | 2/21/2025 | | | | | | | | 30,549 | $38.25 | 279,218 |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Ronaldo Periera(5) | N/A | 0 | 649,256 | 1,298,511 | | | | | | | | | | 2/21/2025(3) | | | | 7,708 | 15,416 | 30,832 | | | | 588,429 | | | 2/21/2025(4) | | | | 3,304 | 6,607 | 13,214 | | | | 252,718 | | | 2/21/2025 | | | | | | | 16,515 | | | 631,699 | | | 2/21/2025 | | | | | | | | 81,468 | $38.25 | 744,618 | | Michael Reilly(6) | N/A | 0 | 436,484 | 872,967 | | | | | | | | | | 2/21/2025(3) | | | | 4,240 | 8,480 | 16,960 | | | | 323,682 | | | 2/21/2025(4) | | | | 1,817 | 3,634 | 7,268 | | | | 139,001 | | | 2/21/2025 | | | | | | | 9,084 | | | 347,463 | | | 2/21/2025 | | | | | | | | 44,808 | $38.25 | 409,545 |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (1) The actual amount of the annual incentive paid to the NEO with respect to 2025 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 PSUs reflected in this row are earned for achieving specified rTSR percentile ranks during the three-year performance period beginning January 1, 2025 and ending December 31, 2027. See “How We Establish PSU Goals” under Compensation Discussion and Analysis, Long-Term Incentive Awards for the terms of these PSUs. | | (4) The PSUs reflected in this row are earned for achieving specified three-year cumulative average ROIC during the three-year performance period beginning January 1, 2025 and ending December 31, 2027. See “How We Establish PSU Goals” under Compensation Discussion and Analysis, Long-Term Incentive Awards for the terms of these PSUs. | | (5) Mr. Pereira departed the company on December 15, 2025. While the grant date target for this award was $649,256, the actual amount paid was prorated based on service through the departure date, as reflected in the Summary Compensation Table and in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control”. | | (6) Mr. Reilly retired from the company on July 1, 2025. While the grant date target for this award was $436,484, the actual amount paid was prorated based on service through his retirement, as reflected in the Summary Compensation Table and in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control”. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
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.
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 2025. Market or payout values are based upon the closing price of $13.87, which was the closing price on the NYSE of our common stock on December 31, 2025 (the “Closing Price”), the last trading day of 2025. Messrs. Pereira and Reilly were not employed with the Company on December 31, 2025, and have, therefore, been omitted from the following table. For a description of the treatment of the outstanding equity awards they held on their separation dates, please see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control”.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (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) | 1,030,735 | | | | | 104,867 | | | 75.69 | 2/20/2029 | 46,794(7) | 649,033 | | | | | 34,678 | | | 92.36 | 2/27/2030 | | | 30,708(11) | 425,920 | | | | 287,746 | | 57.19 | 6/11/2034 | | | 8,774(12) | 121,695 | | | | 259,674 | | 38.25 | 2/21/2035 | | | | | | Andrew Sandifer | 3,352 | | | 73.78 | 2/15/2028 | 3,699(5) | 51,305 | | | | | 17,569 | | | 75.69 | 2/20/2029 | 11,113(6) | 154,137 | | | | | 13,485 | | | 92.36 | 2/27/2030 | 18,168(7) | 251,990 | | | | | 11,579 | | | 104.97 | 2/24/2031 | 1,414(8) | 19,612 | 2,594(9) | 35,979 | | | 14,775 | | | 114.90 | 2/24/2032 | | | 1,112(10) | 15,423 | | | | 11,710 | | 129.08 | 2/23/2033 | | | 6,359(11) | 88,199 | | | | 44,385 | | 50.99 | 2/20/2034 | | | 1,817(12) | 25,202 | | | | 89,613 | | 38.25 | 2/21/2035 | | | | | | Jacqueline Scanlan | | 19,167 | | 50.99 | 2/20/2034 | 11,170(13) | 154,928 | | | | | | 44,808 | | 38.25 | 2/21/2035 | 4,799(6) | 66,562 | | | | | | | | | | 9,084(7) | 125,995 | | | | | | | | | | 611(8) | 8,475 | 1,120(9) | 15,534 | | | | | | | | | | 480(10) | 6,658 | | | | | | | | | | 3,180(11) | 44,107 | | | | | | | | | | 909(12) | 12,608 | | Thaisa Hugenneyer | 2,437 | | | 49.89 | 2/27/2027 | 694(5) | 9,626 | | | | | 1,579 | | | 73.78 | 2/15/2028 | 2,526(6) | 35,036 | | | | | 2,355 | | | 75.69 | 2/20/2029 | 4,956(7) | 68,740 | | | | | 1,702 | | | 92.36 | 2/27/2030 | 243(8) | 3,370 | 443(9) | 6,144 | | | 1,454 | | | 104.97 | 2/24/2031 | | | 190(10) | 2,635 | | | 2,214 | | | 114.90 | 2/24/2032 | | | 1,734(11) | 24,051 | | | | 2,196 | | 129.08 | 2/23/2033 | | | 496(12) | 6,880 | | | | 10,088 | | 50.99 | 2/20/2034 | | | | | | | | 26,900 | | 50.99 | 2/20/2034 | | | | | | | | 24,441 | | 38.25 | 2/21/2035 | | | | | | Seva Rostovtsev | 946 | | | 92.36 | 2/27/2030 | 650(5) | 9,016 | | | | | 719 | | | 104.97 | 2/24/2031 | 3,789(6) | 52,553 | | | | | 777 | | | 114.90 | 2/24/2032 | 6,195(7) | 85,925 | | | | | | 2,057 | | 129.08 | 2/23/2033 | 484(8) | 6,713 | 885(9) | 12,275 | | | | 15,132 | | 50.99 | 2/20/2034 | | | 379(10) | 5,257 | | | | 30,549 | | 38.25 | 2/21/2035 | | | 2,168(11) | 30,070 | | | | | | | | | | 620(12) | 8,599 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) For the option awards with an expiration date of 2/21/2035, the options vest in three equal annual installments on each anniversary of the grant date beginning on 2/21/2026; for the awards with an expiration date of 2/20/2034, the vesting date is 2/20/2027; for the awards with an expiration date of 6/11/2034, the vesting date is 6/11/2026; and for the awards with an expiration date of 2/23/2033, the vesting date is 2/23/2026. | | (2) The stock award numbers shown in column (g) indicate the number of shares subject to outstanding awards that were subject to time-based vesting conditions as of fiscal year-end. In the case of 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) For all of these stock awards, the vesting date is 2/23/2026. | | (6) For all of these stock awards, the vesting date is 2/20/2027. | | (7) For all of these stock awards, vesting is on a graded three-year schedule, with one-third (1/3rd) of the award vesting on each of the first, second, and third anniversaries of the grant date: 2/21/2026, 2/21/2027, and 2/21/2028. | | (8) 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. Because Threshold performance was not achieved with respect to 2025 TSR, no PSUs were banked under these grants based on 2025 TSR performance. | | (9) These units represent the portion of PSUs granted in 2024 with a TSR metric that remains 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. | | (10) 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. | | (11) These units represent the portion of PSUs granted in 2025 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 12/31/2027. | | (12) These units represent the PSUs granted in 2025 with an adjusted average three-year ROIC measure that remain subject to an open performance period through 12/31/2027. 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. | | (13) With respect to Ms. Scanlan’s one-time award granted on 9/27/2023, the vesting date for 11,170 of such units is 9/27/2026. |
OPTION EXERCISES AND STOCK VESTED DURING 2025
OPTION EXERCISES AND STOCK VESTED DURING 2025
OPTION EXERCISES AND STOCK VESTED DURING 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Pierre Brondeau(2) | 0 | 0 | 2,655 | 109,500 | | Andrew Sandifer | 0 | 0 | 4,731 | 169,258 | | Jacqueline Scanlan | 0 | 0 | 11,170 | 375,759 | | Thaisa Hugenneyer | 0 | 0 | 706 | 25,322 | | Seva Rostovtsev | 0 | 0 | 288 | 9,456 | | Ronaldo Pereira(3) | 0 | 0 | 16,563 | 326,220 | | Michael Reilly(4) | 0 | 0 | 19,614 | 749,110 |
OPTION EXERCISES AND STOCK VESTED DURING 2025
| (1) Consists of RSUs and PSUs that vested in 2025, including shares withheld for payment of applicable taxes associated with vesting, as well as shares withheld from undistributed awards held by Mr. Reilly to satisfy FICA payroll taxes and related income taxes due in connection with the executives retirement during the year. | | (2) 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 2,655 units, which became fully vested during 2025. 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 $109,500 using the stock closing price based on the day the units vested. | | (3) In connection with Mr. Pereira’s departure on December 15, 2025, his unvested RSUs vested pro rata with shares delivered promptly thereafter, Banked PSUs will vest, subject to delayed delivery, and outstanding PSUs whose measurement periods are not yet complete will vest pro rata at the end of the applicable performance period based on actual performance results, subject to delayed delivery in accordance with the equity plan or individual award agreements. |
OPTION EXERCISES AND STOCK VESTED DURING 2025
| • | 2021 RSU Grant: 2,184 time-vested RSUs, with a value of $83,538 on February 24, 2025 | | • | 2022 RSU Grant: 2,150 time-vested RSUs, with a value of $82,238 on February 24, 2025 | | • | 2023 RSU Grant: 1,907 time-vested RSUs, with a value of $25,020 on December 15, 2025 | | • | 2024 RSU Grant: 4,598 time-vested RSUs, with a value of $60,326 on December 15, 2025 | | • | 2025 RSU Grant: 4,495 time-vested RSUs, with a value of $58,974 on December 15, 2025 | | • | 2023-2025 PSU Grant: 265 previously banked PSUs, with a value of $3,477 on December 15, 2025, all of which shares were delivered to Mr. Pereira on February 23, 2025 and there were no additional shares earned on December 31, 2025. | | • | 2024-2026 PSU Grant: 964 previously banked PSUs, with a value of $12,648 on December 15, 2025, all of which shares will be delivered to Mr. Pereira in February 2027. There were no additional shares earned on December 31, 2025. | | • | 2025-2027 PSU Grant: There were no banked PSUs as of December 15, 2025 and there were no additional shares earned on December 31, 2025. |
OPTION EXERCISES AND STOCK VESTED DURING 2025
| (4) Mr. Reilly became retirement eligible on May 25, 2025. Therefore, all of his unvested RSUs and banked PSUs became immediately vested on such date, in each case with shares subject to a delayed delivery. |
OPTION EXERCISES AND STOCK VESTED DURING 2025
| • | 2022 RSU Grant: 2,150 time-vested RSUs, with a value of $82,238 on February 24, 2025 | | • | 2023 RSU Grant: 1,871 time-vested RSUs, with a value of $71,510 on May 25, 2025 | | • | 2024 RSU Grant: 5,557 time-vested RSUs, with a value of $212,389 on May 25, 2025 | | • | 2025 RSU Grant: 9,084 time-vested RSUs, with a value of $347,190 on May 25, 2025 | | • | 2023-2025 PSU Grant: 244 previously banked PSUs, with a value of $9,326 on May 25, 2025, all of which shares were delivered to Mr. Reilly on February 23, 2025 and there were no additional shares earned on December 31, 2025. | | • | 2024-2026 PSU Grant: 708 previously banked PSUs, with a value of $27,060 on May 25, 2025, all of which shares will be delivered to Mr. Reilly in February 2027. There were no additional shares earned on December 31, 2025. | | • | 2025-2027 PSU Grant: There were no banked PSUs as of July 1, 2025 and there were no additional shares earned on December 31, 2025. |
PENSION BENEFITS FOR 2025
PENSION BENEFITS FOR 2025
PENSION BENEFITS FOR 2025
| Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit ($) | 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 | | Jacqueline Scanlan | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Thaisa Hugenneyer | Qualified Plan | N/A | N/A | N/A | | | Nonqualified Plan | N/A | N/A | N/A | | Seva Rostovtsev | 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 | 23.4167 | 1,216,244 | 0 | | | Nonqualified Plan | 23.4167 | 3,371,713 | 0 |
PENSION BENEFITS FOR 2025
| (1) All credited years of service are the actual years of service under the relevant plan. |
Pension Plans
Pension Plans The FMC Salaried and Nonunion Hourly Employees Retirement Plan (the “Qualified Plan”) is a non-contributory defined benefit plan that is intended to meet the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), as a tax-qualified plan. Messrs. Brondeau, Sandifer, Pereira, and Rostovtsev and Mses. Scanlan and Hugenneyer 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 $290,000 for 2026 (“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 $360,000 for 2026 (“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 Rostovtsev and Mses. Scanlan and Hugenneyer 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, 2025 are as follows.
Pension Plans
| • | Sum of present value of Qualified Plan and Nonqualified Plan benefit accrued through July 2, 2025 termination date. | | • | Present value of Qualified Plan benefit calculated as amount payable at first unreduced age (immediately) using December 31, 2025 using ASC 715 disclosure assumptions (5.32%, Pri-2012 with generational MP2021 projection). | | • | Present value of Nonqualified Plan benefit calculated as estimated lump sum payable at February 1, 2026, discounted back to December 31, 2025 using ASC 715 interest only (4.71%). |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025
| Name | Executive Contributions in Last FY(1) ($) (b) | Registrant Contributions in Last FY(2) ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FY(3) ($) (f) | | Pierre Brondeau | | | | | | | Nonqualified Savings Plan | 17,500 | 117,319(4) | 1,770 | — | 158,076 | | Deferred Nonemployee Director RSUs | 109,500(11) | — | (195,941)(12) | — | 85,855 | | Andrew Sandifer | 58,553 | 79,996(5) | 33,411 | — | 1,368,604 | | Jacqueline Scanlan | 28,222 | 40,947(6) | 17,841 | — | 144,686 | | Thaisa Hugenneyer | 24,997 | 27,326(7) | 14,727 | — | 126,532 | | Seva Rostovtsev | — | 14,320(8) | 1,357 | — | 23,557 | | Ronaldo Pereira | 56,930 | 72,883(9) | (143,884) | — | 227,875 | | Michael Reilly | 34,995 | 12,443(10) | 73,527 | — | 1,037,896 |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025
| (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. Brondeau $21,487; Mr. Sandifer, $727,770; Mr. Pereira, $307,947; and for Mr. Reilly, $321,708; Ms. Scanlan, $55,974 plus earnings on those amounts. | | (4) In addition to the employer matching contribution of 11,867, Mr. Brondeau received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $105,453. | | (5) In addition to the employer matching contribution of $19,891, Mr. Sandifer received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $60,105. | | (6) In addition to the employer matching contribution of $6,507, Ms. Scanlan received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $34,441. | | (7) In addition to the employer matching contribution of $4,114, Ms. Hugenneyer received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $23,213. | | (8) Mr. Rostovtsev received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $14,320. | | (9) In addition to the employer matching contribution of $17,197, Mr. Periera received nonqualified core contributions of 5% of compensation on his eligible earnings in excess of $350,000, 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 $55,685. | | (10) The amount listed represents an employer matching contribution of $12,443. | | (11) Represents the value of RSUs granted to Mr. Brondeau in his capacity as a member of the Board of Directors in fiscal year 2024 that were vested and deferred in fiscal year 2025 and the value of any associated dividend equivalent rights credited to Mr. Brondeau that were vested and deferred in fiscal year 2025. The value of each vested deferred RSU is based on the closing price of our common stock on the applicable vesting date. | | (12) Represents the change during 2025 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 2025 ($48.74) (or, in the case of RSUs that vested during 2025, 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 2025 ($13.87). |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025
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 2025, 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 2025. 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.
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 59.
Potential Payments Upon Termination or Change in Control
| Name | Cash Severance Payment | Healthcare Subsidy | Value of Unvested Equity(1) | Other Benefits | Total | | Pierre Brondeau, Ph.D. | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(2) | — | — | — | — | — | | Death of Executive | — | — | 1,936,682 | — | 1,936,682 | | Disability of Executive | — | — | 1,936,682 | — | 1,936,682 | | Involuntary Termination Without Cause or Constructive Termination by Executive(3) | 8,745,750 | 16,993 | 1,245,179 | 20,000 | 10,027,922 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(3) | 12,109,500 | 50,979 | 3,018,376 | 20,000 | 15,198,854 | | Andrew Sandifer | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(2) | — | — | — | — | — | | Death of Executive | — | — | 595,397 | — | 595,397 | | Disability of Executive | — | — | 595,397 | — | 595,397 | | Involuntary Termination Without Cause or Constructive Termination by Executive(3) | 2,235,738 | 28,016 | 354,642 | 20,000 | 2,638,396 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(4) | 5,299,526 | 84,047 | 887,846 | 124,208 | 6,395,628 | | Jacqueline Scanlan | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(2) | — | — | — | — | — | | Death of Executive | — | — | 410,718 | — | 410,718 | | Disability of Executive | — | — | 410,718 | — | 410,718 | | Involuntary Termination Without Cause or Constructive Termination by Executive(3) | 1,423,125 | 25,477 | 257,469 | 20,000 | 1,726,071 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(3) | 2,419,313 | 50,955 | 552,276 | 20,000 | 3,042,543 | | Thaisa Hugenneyer | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(2) | — | — | — | — | — | | Death of Executive | — | — | 142,431 | — | 142,431 | | Disability of Executive | — | — | 142,431 | — | 142,431 | | Involuntary Termination Without Cause or Constructive Termination by Executive(3) | 1,270,625 | 9,322 | 79,642 | 20,000 | 1,379,589 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(3) | 2,160,063 | 18,644 | 215,179 | 20,000 | 2,413,886 | | Seva Rostovtsev | | | | | | | Termination By the Company for Cause | — | — | — | — | — | | Voluntary Termination or Qualifying Retirement(2) | — | — | — | — | — | | Death of Executive | — | — | 194,582 | — | 194,582 | | Disability of Executive | — | — | 194,582 | — | 194,582 | | Involuntary Termination Without Cause or Constructive Termination by Executive(3) | 928,620 | 18,658 | 112,930 | 20,000 | 1,080,208 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(3) | 1,603,980 | 37,317 | 294,280 | 20,000 | 1,955,577 |
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, 2025 and all unvested stock options based on the difference between the exercise price and the FMC stock price on December 31, 2025. | | (2) Only Mr. Brondeau was considered eligible for Early Retirement or Normal Retirement on December 31, 2025. Mr. Brondeau is not currently eligible to receive any outstanding equity based on Normal Retirement criteria due to the decision to amend his grant agreements to ensure the grants are held for the time-based vesting periods. 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. | | (3) 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. | | (4) 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. |
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:
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 2025, subject to the applicable option exercise periods. | | • | Each NEO would also be paid such NEO’s annual short-term incentive for 2025 (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. | | • | 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. |
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 relied on this median employee in 2024 and may rely on this 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 2025 compensation for this median employee using the same methodology we use for our named executive officers, as set forth in the 2025 Summary Compensation Table in this proxy statement. Currency conversion was conducted using a published currency exchange rate in effect as of December 31, 2025. Using this methodology, we have estimated that the median of the annual total compensation of our employees, excluding our CEO, was $62,961. The total compensation for our CEO, Mr. Brondeau, for 2025, was $12,038,391, as reported in the “Total” column of the Summary Compensation Table in this proxy statement. Accordingly, the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation for fiscal 2025 was 191 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.
Pay Versus Performance
Pay Versus Performance As described in greater detail in our Compensation Discussion and Analysis beginning on page 46, 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. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
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 ($) | Net Loss ($ Millions) | Relative TSR (Percentile Rank vs. Peers)(5) | | 2025 | 12,038,391 | — | 1,373,942 | — | 2,876,605 | 1,011,747 | 15.83 | 122.72 | (2,237) | 0.0% | | 2024 | 10,531,812 | 14,968,954 | 8,782,041 | 12,336,343 | 2,654,529 | 2,178,428 | 47.54 | 123.93 | 342 | 31.3% | | 2023 | — | 9,623,437 | — | (5,597,561) | 2,365,605 | 504,877 | 58.85 | 123.96 | 1,321 | 6.1% | | 2022 | — | 11,069,899 | — | 16,177,222 | 2,325,088 | 3,113,105 | 112.36 | 111.76 | 742 | 87.8% | | 2021 | — | 8,489,671 | — | 7,040,175 | 1,947,097 | 1,584,265 | 97.29 | 125.69 | 737 | 13.5% |
PAY VERSUS PERFORMANCE TABLE
| 1. | Pierre Brondeau (“First PEO”) was our PEO in 2024 and 2025. Mr. Brondeau served as our PEO from June 11, 2024 to present. Mark Douglas (“Second PEO”) was our PEO from 2020 to 2024. Mr. Douglas served as our PEO through June 11, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE TABLE
| 2021 | 2022 | 2023 | 2024 | 2025 | | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | | Michael Reilly | Michael Reilly | Michael Reilly | Michael Reilly | Michael Reilly | | Kathleen Shelton | Kathleen Shelton | Jacqueline Scanlan | Jacqueline Scanlan | Jacqueline Scanlan | | | | | | Thaisa Hugenneyer | | | | | | Vsevolod Rostovtsev |
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. |
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 ($) | Compensation Actually Paid to First PEO ($) | | 2025 | 12,038,391 | — | (8,631,340) | — | (2,033,109) | 1,373,942 |
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,876,605 | (56,190) | (1,432,143) | 25,257 | (401,782) | 1,011,747 |
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:
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 ($) | | 2025 | 2,889,571 | (4,907,753) | — | (14,927) | — | — | (2,033,109) |
PAY VERSUS PERFORMANCE TABLE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 468,284 | (835,176) | 94,544 | (78,199) | (51,235) | — | (401,782) |
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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 – 2025. 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 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. We used the 2023 – 2025 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for year 2025. |
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 46, 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.
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.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS TSR
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 loss during the five most recently completed fiscal years.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET LOSS
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET LOSS
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.
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)
Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2025
Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2025 As described in greater detail in our Compensation Discussion and Analysis beginning on page 46, 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 2025 to Company performance. The measures in this table are not ranked.
Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2025
| 1-Year Relative TSR (Percentile Rank vs. Peers) | | Adjusted EBITDA | | Free Cash Flow |

DEF 14A of FMC Corp

Proposal 1 Election of Directors

Nominees for Director

Nominees for Director

New Term Expiring in 2027

New Term Expiring in 2027

New Term Expiring in 2027

Other Board Experience

Qualifications

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Other Board Experience

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Other Board Experience

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Other Board Experience

Qualifications

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Qualifications

Other Board Experience

Qualifications

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Other Board Experience

Qualifications

Qualifications

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Other Board Experience

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Other Board Experience

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Other Board Experience

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Other Board Experience

Qualifications

IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Compensation

DIRECTOR COMPENSATION TABLE 2025

DIRECTOR COMPENSATION TABLE 2025

DIRECTOR COMPENSATION TABLE 2025

Executive Summary

Impact on Stockholder Return

Advisory “Say-on-Pay” Vote, Stockholder Outreach and Compensation Updates

2025 Compensation Highlights

Strong Governance and Pay Practices

Independent Compensation Consultant

Independent Compensation Consultant

Independent Compensation Consultant

Management

Peer Group and Market Data

Peer Group for Setting 2025 Compensation

Peer Group for Setting 2025 Compensation

Elements of Total Compensation

Short-Term Incentive Compensation

2025 Short-Term Incentive Plan Formula

2025 Short-Term Incentive Plan Target Percentages

2025 Short-Term Incentive Plan Target Percentages

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan – Weighted Company Performance

2025 Short-Term Incentive Plan Awards and Results

2025 Short-Term Incentive Plan Awards and Results

2025 Short-Term Incentive Plan Awards and Results

Long-Term Incentive Compensation

2025 Long-Term Incentive Award Types

2025 Long-Term Incentive Award Types