Freeport-Mcmoran Inc PRE 14A, filed Apr 16, 2024

David P. Abney

Retired Chairman and Chief Executive Officer of United Parcel Service, Inc.

Independent

Age 68

Director since 2021

Committees

▪ Audit

▪ Compensation (Chair)

Current Public Company Directorships

▪ Northrop Grumman Corporation

▪ Target Corporation

Former Public Company Directorships

▪ Macy’s Inc.

▪ United Parcel Service, Inc.

Freeport-Mcmoran Inc (FCX)

PRE 14A 2024-04-16 For: 2024-06-11

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Added on October 22, 2026

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Purpose of Meeting		Board Recommendation	Page Reference

1	Elect twelve directors	FOR each nominee	13

2	Approve, on an advisory basis, the compensation of our named executive officers	FOR	37

3	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024	FOR	69

4	Approve the amendment to our certificate of incorporation to provide for officer exculpation	FOR	72



Letter to Stockholders			1

Notice of 2024 Annual Meeting of Stockholders			2

Table of Contents			3

About Freeport-McMoRan Inc.			4

2023 Performance Highlights			5

Proxy Voting Roadmap			6

Corporate Governance Highlights			8

Stockholder Engagement			9

Sustainability / ESG			10

Board and Corporate Governance Matters			13

Proposal No. 1: Election of Directors			13

Vote Required to Elect Director Nominees			13

Board Qualifications, Attributes, Skills and Experience			14

Director Skills and Demographics Matrix			15

Information About Director Nominees			16

Board Structure			22

Board Composition			26

Board Oversight			28

Board Governance, Principles and Policies			30

Director Compensation			34

Executive Officer Compensation			37

Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers			37

Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers			37

Compensation Discussion and Analysis			38

Executive Summary			39

Executive Compensation Philosophy			42

Principal Components of Executive Compensation in 2023			43

Post-Termination Compensation			48

Compensation Processes and Policies			49

Glossary of CD&A Terms			51

Compensation Committee Report			51

Executive Compensation Tables			52

CEO Pay Ratio			62

Pay-Versus-Performance			63



Stock Ownership			66

Director and Executive Officer Stock Ownership Guidelines			66

Hedging and Pledging Policies			66

Stock Ownership of Directors and Executive Officers			66

Stock Ownership of Certain Beneficial Owners			68

Audit Committee Matters			69

Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024			69

Vote Required to Ratify the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024			69

Audit Committee Report			70

Appointment of Independent Registered Public Accounting Firm; Financial Statement Review			70

Internal Audit			71

Independent Registered Public Accounting Firm			71

Proposal No. 4: Approval of the Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation			72

Description of the Amendment			72

Reasons for the Amendment			72

Effects and Timing of the Amendment			73

Vote Required to Approve the Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation			73

Questions and Answers About the Proxy Materials, Annual Meeting and Voting			74

2025 Stockholder Proposals and Director Nominations			81

Proposals for Inclusion in 2025 Proxy Statement			81

Director Nominations for Inclusion in 2025 Proxy Statement – Proxy Access Nominations			81

Other Proposals and Director Nominations			81

Annex A – Non-GAAP Financial Measures			82

Methodology Used to Calculate Certain AIP Metrics			82

Methodology Used to Calculate Certain LTIP Metrics			82

Other Non-GAAP Financial Measures			83

Annex B – Calculation of Grant Date Fair Value of RSUs and PSUs			83

Annex C – Form of Amendment			84


Proposal No. 1 – Election of Directors				The board recommends that you vote FOR each director nominee. Page 13
Average Age 66.2 yrs	Average Tenure 6.4 yrs	Diversity
		17%	of director nominees are racially/ethnically diverse
		42%	of director nominees are women
		50%	of committees are chaired by women



	David P. Abney, 68 Retired Chairman and Chief Executive Officer of United Parcel Service, Inc.		Richard C. Adkerson, 77 Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.*		Marcela E. Donadio, 69 Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP
Tenure: 3.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: A, Cc		Tenure: 17.5 years Other Public Boards: None Committees: None		Tenure: 2.7 years Other Public Boards: Marathon Oil Corporation, Norfolk Southern Corporation, NOV Inc. Committees: A, G


	Robert W. Dudley, 68 Retired Group Chief Executive of BP, p.l.c.		Hugh Grant, 66 Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company		Lydia H. Kennard, 69 President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions
Tenure: 3.0 years Other Public Boards: LyondellBasell Industries N.V. Committees: G, R		Tenure: 2.4 years Other Public Boards: Linde plc Committees: C		Tenure: 10.3 years Other Public Boards: AECOM, Prologis, Inc., Vulcan Materials Company Committees: Gc, R


	Ryan M. Lance, 61 Chairman and Chief Executive Officer of ConocoPhillips		Sara Grootwassink Lewis, 56 Retired Chief Executive Officer of Lewis Corporate Advisors		Dustan E. McCoy, 74 Retired Chairman and CEO of Brunswick Corporation Lead Independent Director
Tenure: 2.5 years Other Public Boards: ConocoPhillips Committees: R		Tenure: 2.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A		Tenure: 17.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C


	Kathleen L. Quirk, 60 President of Freeport- McMoRan Inc.*		John J. Stephens, 64 Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc.		Frances Fragos Townsend, 62 Founder of Frances Fragos Townsend, LLC
Tenure: 1.2 years Other Public Boards: Vulcan Materials Company Committees: None		Tenure: 4.5 years Other Public Boards: Solid Power, Inc. Committees: Ac		Tenure: 10.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc


		Stockholder Returns ~50% Free Cash Flow to Be Returned to stockholders under performance-based payout framework established in 2021 $0.60 Per Share in Common Stock Dividends FCX paid $0.30 per share in base dividends and $0.30 per share in variable dividends in 2023 Distributed $3.8 billion to stockholders since June 30, 2021

		(1) FCX has acquired 47.9 million shares of its common stock for a total cost of $1.8 billion ($38.35 average cost per share) under its program since November 2021.


Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is appropriately balanced between short- and long-term incentives. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 90% of our chief executive officer’s (CEO) target direct compensation for 2023, with 72% of his total target compensation being based on measurable performance objectives. 2023 CEO Target Compensation Mix
						The board recommends that you vote FOR Proposal No. 2. Page 37


Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024 In February 2024, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2024. The audit committee and the board of directors (board) believe that the continued retention of Ernst & Young to serve as the company’s independent registered public accounting firm is in the best interests of the company and its stockholders.						The board recommends that you vote FOR Proposal No. 3. Page 69

Proposal No. 4 – Approval of the Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation Delaware recently amended Section 102(b)(7) of the Delaware General Corporation Law (DGCL) to allow a Delaware corporation to include a provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. We are asking our stockholders to approve an amendment to our amended and restated certificate of incorporation (certificate of incorporation) to provide for such officer exculpation, similar to our existing ability to exculpate our directors.						The board recommends that you vote FOR Proposal No. 4. Page 72



BOARD STRUCTURE AND GOVERNANCE

§ Active board and committee oversight of risk § Lead independent director with clearly defined responsibilities § Highly independent board and fully independent committees § Demonstrated board refreshment and diversity § Board diversity policy		§ Limitations on public company board and committee service, including a limitation on audit committee service for members of our audit committee, and director commitment policy § Annual board and committee performance evaluations § Regular executive sessions § Active oversight of succession planning for senior management

STOCKHOLDER RIGHTS AND ENGAGEMENT

§ Stockholder proxy access § Majority voting for directors (in uncontested elections) § Stockholder right to call special meetings (15%)		§ Stockholder right to act by written consent § Robust stockholder engagement program with history of responsiveness to stockholders



Stockholder Engagement Program At-a-Glance Our robust stockholder engagement program is a year-round effort that enables us to build meaningful relationships over time. Engagements include inbound and outbound requests.
Who We Engage § Institutional investors (including portfolio managers, investment analysts and stewardship teams) § Sell-side and financial analysts § Fixed income investors and analysts § Proxy advisory firms § Public ratings agencies/firms § ESG ratings firms § Investor coalitions	How We Engage § One-on-one and group meetings in person and virtually § Quarterly earnings calls § Investor meetings and conferences § Company-hosted events and presentations § Written and electronic communications	Who Participates § Executive Management § Investor Relations § ESG Relations § Corporate Secretary § Board of Directors
	§ Semiannual stockholder outreach program and ESG engagements*



Governing Body		ESG Oversight Responsibility

Board		§ Ultimate decision-making authority. § Reviews the recommendations with respect to ESG-related matters of each of its committees, as appropriate.

Corporate Responsibility Committee		§ Oversees our environmental and social policies, strategies, programs and policy implementation with respect to: health and safety, responsible production frameworks, tailings management and stewardship, climate, water stewardship, biodiversity, nature and land management, waste management, human rights, stakeholder relations, social performance and Indigenous Peoples, responsible sourcing, and political activity and spending practices.

Audit Committee		§ Oversees our global compliance program and corporate compliance procedures and our information technology and cybersecurity processes and procedures. § Tax matters are included within the committee’s financial oversight responsibilities.

Governance Committee		§ Maintains our corporate governance guidelines. § Oversees our corporate governance practices and procedures.

Compensation Committee		§ Oversees executive compensation and our human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity, and inclusion and diversity.



		2023 Key Sustainability / ESG Topics In 2023, the board and its committees received presentations from, and had active dialogue with, management on key sustainability / ESG initiatives linked to our strategy and performance.
		Board Meetings § Workforce health and safety § Information technology and cybersecurity processes and procedures § Leadership development and succession planning § Annual adoption of UK Modern Slavery Act Statement Compensation Committee Meetings § Workforce health and safety § Workforce recruitment, retention and development, and inclusion and diversity Audit Committee Meetings § Information technology security processes and procedures, including risks and internal controls associated with information technology security and cybersecurity				Corporate Responsibility Committee Meetings § Workforce health and safety § Climate strategy and progress update § Human rights program and performance, including progress on human rights impact assessments and annual adoption of UK Modern Slavery Act Statement § Tailings management, including progress implementing the Global Industry Standard on Tailings Management in the Americas § Update on PT-FI’s Grasberg operations human health assessment § Social performance and charitable contributions § Political spending review § Responsible sourcing of minerals program update § Shareholder engagement feedback and update on sustainability initiatives § Emerging expectations on biodiversity and nature


Experience, Qualifications, Attributes and Skills		Why Is This Important to FCX?	Directors with This Experience, Qualification, Attribute or Skill

	Natural resources, mining, commodities industry experience	Natural resources, mining, commodities or other extractives industry experience assists the board in understanding business considerations relevant to our global activities, including operational matters and requirements, strategic planning, key risks and competitive environment.	7 of 12

	CEO experience	Directors with CEO experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on organizations, processes, strategic planning, risk and risk management, maintaining effective, sustainable and safe operations, and driving growth in order to achieve our strategic goals.	7 of 12

	International business/global affairs	Experience in international business/global affairs or experience related to global economic trends yields an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business and strategy and enhances our global operations.	11 of 12

	Accounting/ financial expertise	Experience as an accountant, auditor, financial advisor or other similar experience is critical to oversight of the preparation and audit of our financial statements and compliance with related regulatory requirements and standards. We aim to have several directors who could qualify as audit committee financial experts (as defined by SEC rules).	7 of 12

	Sustainability/ESG	Experience advancing and implementing sustainability and ESG strategy and programs supports our responsible production commitments and risk management, including prioritizing the health, safety and well-being of our workforce and host communities where we operate, strengthening our environmental programs, including our commitment to reducing our GHG emissions and enhancing the climate resilience of our business operations, respecting human rights in all of our business practices, and attracting, developing and retaining employees, among other environmental and social priorities.	9 of 12

	Capital markets/ banking	Experience overseeing capital markets and banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the company’s design and implementation of financing and capital allocation strategies.	9 of 12

	Government/legal	Government relations, legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our company and our industry.	12 of 12

	Public company board experience	Directors who serve or have served on the boards and board committees of public companies demonstrate a deep understanding of risk oversight, succession planning, corporate governance standards and best practices of public company boards and board committees.	12 of 12


2		Freeport


Cautionary Statement
Cautionary Statement


4		Freeport


				Chair John J. Stephens						Audit Committee All committee members are audit committee financial experts Primary Responsibilities Assists the board in its oversight responsibilities relating to: § the effectiveness of the company’s internal control over financial reporting § the integrity of the company’s financial statements § the company’s compliance with legal and regulatory requirements § the qualifications and independence of the company’s independent registered public accounting firm § the performance of the company’s independent registered public accounting firm and internal audit firm § the adequacy and effectiveness of the company’s information technology security processes and procedures, the assessment of risks and threats to the company’s information technology systems, the internal controls regarding information technology security and cybersecurity, and the steps management has taken to monitor and mitigate information technology security and cybersecurity risks See “Board Composition,” “Board Oversight” and “Audit Committee Matters – Audit Committee Report” for additional information.
				Other Members David P. Abney Marcela E. Donadio Sara Grootwassink Lewis
				Independent: 100% Meetings in 2023: 5 2023 Meeting Attendance: 100%


				Chair Frances Fragos Townsend						Corporate Responsibility Committee Primary Responsibilities Assists the board in fulfilling its oversight responsibilities with respect to the company’s key environmental and social policies and implementation programs and related risks, opportunities and other related matters affecting the company’s business. The company’s environmental and social programs and focus areas, many of which interrelate, include, among other things: § safety and health § responsible production frameworks § tailings management and stewardship § climate § water stewardship § biodiversity, nature and land management § waste management § human rights § stakeholder relations, social performance and Indigenous Peoples § responsible sourcing § political activity and spending practices See “Sustainability / ESG – Board Oversight of ESG” for additional information.
				Other Members Robert W. Dudley Lydia H. Kennard Ryan M. Lance
				Independent: 100% Meetings in 2023: 4 2023 Meeting Attendance: 100%


				Chair David P. Abney						Compensation Committee Primary Responsibilities Assists the board in fulfilling its oversight responsibilities by: § discharging the board’s responsibilities relating to compensation of the company’s executive officers § overseeing the form and amount of director compensation § administering the company’s cash-based and equity-based incentive compensation plans § overseeing the company’s human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity See “Board Composition,” “Board Oversight” and “Executive Officer Compensation – Compensation Committee Report” for more information. In accordance with its processes and procedures for the consideration and determination of executive and director compensation, the compensation committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and AIP and long-term incentive program (LTIP) criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plan. The compensation committee also reviews, approves and recommends to the board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely to expose the company to material risks. The compensation committee also has responsibility for establishing, maintaining and administering policies for the recovery or clawback of erroneously paid compensation. In addition, the compensation committee annually recommends to the board the slate of officers for the company, periodically reviews the functions of our executive officers and makes recommendations to the board concerning those functions. The compensation committee engages an independent compensation consultant from time to time to advise it on matters related to executive and director compensation. Please refer to the sections titled “Director Compensation” and “Executive Officer Compensation – Compensation Discussion and Analysis” for more information related to the independent compensation consultant. In addition, the board has its own independent legal counsel, with whom the compensation committee consults on an as needed basis.
				Other Members Hugh Grant Dustan E. McCoy
				Independent: 100% Meetings in 2023: 7 2023 Meeting Attendance: 100%


				Chair Lydia H. Kennard						Governance Committee Primary Responsibilities Assists the board in fulfilling its oversight responsibilities by: § identifying and formally considering and recommending to the board candidates to be nominated for election or re-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships § monitoring the size and composition of the board and its committees and making formal recommendations to the board on membership of the committees and committee structure § maintaining the corporate governance guidelines and overseeing the company’s corporate governance practices, policies and procedures, including identifying best practices and reviewing and recommending to the board for approval any changes to the practices, policies and procedures in the company’s corporate governance framework § reviewing and, as necessary, making recommendations to the board with respect to stockholder proposals § evaluating the effectiveness of the board, its committees and management See “Board Composition” and “Board Oversight” for more information.
				Other Members Marcela E. Donadio Robert W. Dudley
				Independent: 100% Meetings in 2023: 2 2023 Meeting Attendance: 100%



Director Category		Limit on public company board and committee service, including FCX

All directors		4 boards

Directors who serve on our audit committee		3 audit committees




		Compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of work and responsibilities.		A significant portion of the total compensation should be paid in common stock to align directors’ interests with the long-term interests of our stockholders.

		Compensation should be in line with market practice to facilitate the attraction and retention of talented and diverse directors.		The structure of the compensation program should be simple and transparent.


	2023 Annual Retainer		2024 Annual Retainer

Board Member		$125,000		$130,000

Additional Leadership Retainers:

Lead Independent Director		50,000		50,000

Chair of Audit Committee		25,000		30,000

Chair of Compensation Committee		20,000		25,000

Chair of Governance Committee		20,000		25,000

Chair of Corporate Responsibility Committee		20,000		25,000


Name of Director	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾⁽³⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾		All Other Compensation⁽⁵⁾		Total

David P. Abney	$	145,000	$	177,350		n/a		$ —	$	322,350

Marcela E. Donadio		125,000		177,350		n/a		—		302,350

Robert W. Dudley		125,000		177,350		n/a		—		302,350

Hugh Grant		125,000		177,350		n/a		—		302,350

Lydia H. Kennard		145,000		177,350		n/a		—		322,350

Ryan M. Lance		125,000		177,350		n/a		—		302,350

Sara Grootwassink Lewis		125,000		177,350		n/a		—		302,350

Dustan E. McCoy		175,000		177,350		—		14,368		366,718

John J. Stephens		150,000		177,350		n/a		—		327,350

Frances Fragos Townsend		145,000		177,350		n/a		—		322,350


Name of Director	RSUs

David P. Abney		5,000

Marcela E. Donadio		9,500

Robert W. Dudley		5,000

Hugh Grant		9,500

Lydia H. Kennard		5,000

Ryan M. Lance		5,000

Sara Grootwassink Lewis		9,500

Dustan E. McCoy		82,100

John J. Stephens		9,500

Frances Fragos Townsend		18,900



Executive Compensation Tables			52

Summary Compensation Table			52

2023 All Other Compensation			53

2023 Grants of Plan-Based Awards			53

Outstanding Equity Awards at December 31, 2023			54

2023 Option Exercises and Stock Vested			56

Nonqualified Deferred Compensation			56

Pension Benefits			57

Potential Payments Upon Termination or Change in Control			58

CEO Pay Ratio			62

Pay-Versus-Performance			63


	2023 Annual Base Salary		2023 Target Annual Incentive		2023 Target LTIP Grant Date Value		Allocation of Target LTIP						2023 Total Target Direct Compensation
Executive	2023 Annual Base Salary		2023 Target Annual Incentive		2023 Target LTIP Grant Date Value		PSUs			RSUs			2023 Total Target Direct Compensation

Mr. Adkerson		$1,800,000		$3,150,000		$12,550,000		75	%		25	%		$17,500,000

Ms. Quirk		1,030,000		1,545,000		7,725,000		65	%		35	%		10,300,000

Ms. Robertson		640,000		800,000		2,080,000		50	%		50	%		3,520,000

Mr. Higgins		540,000		810,000		1,755,000		50	%		50	%		3,105,000

Mr. Currault		490,000		735,000		1,592,500		50	%		50	%		2,817,500



Base Salary		The committee moderately increased the base salaries of each of our NEOs other than Mr. Adkerson, who received no increase.

AIP		Based on level of achievement of the performance metrics, the AIP payout would have been 112.1% of target, but the committee exercised discretion to reduce the payout to 100% of target.

LTIP		2021-2023 PSUs paid out at 201.9% of target based on above-target ROI achievement and relative TSR positioning in the top three versus the performance peers.