FMC CORP, DEF 14A filed on 3/15/2024
Proxy Statement (definitive)
v3.24.0.1
Cover
 12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name FMC CORPORATION
Entity Central Index Key 0000037785
Amendment Flag false
v3.24.0.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]

Pay vs. Performance

 

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

   Summary
Compensation
Table Total		  Summary
Compensation
Table Total		  Compensation
Actually		  Compensation
Actually		  Average
Summary
Compensation
Table Total		  Average
Compensation
Actually Paid		  Value of Initial Fixed
$100 Investment
based on:(4)		      
Year
(a)		  for Pierre
Brondeau(1)
($)
(b)		  for Mark
Douglas(1)
($)
(b)		  Paid to Pierre
Brondeau(1,2,3)
($)
(c)		  Paid to Mark
Douglas(1,2,3)
($)
(c)		  for Non-PEO
NEOs(1)
($)
(d)		  to Non-PEO
NEOs(1,2,3)
($)
(e)		  TSR
($)
(f)		  Peer Group
TSR
($)
(g)		  Net Income
($ Millions)
(h)		  1-Year
Relative
TSR(5)
(i)
2023  —  9,623,437  —  (5,597,561)  2,365,605  504,877  68.80  145.76  1,321  6.1%
2022  —  11,069,899  —  16,177,222  2,325,088  3,113,105  131.35  131.42  742  87.8%
2021  —  8,489,671  —  7,040,175  1,947,097  1,584,265  113.73  147.79  737  13.5%
2020  4,796,809  5,905,466  10,975,502  8,603,809  2,187,858  2,561,105  116.90  117.59  552  66.0%

 

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

 

 

(1) Pierre Brondeau was our PEO in 2020. Mark Douglas was our PEO for the years from 2020 to 2023. Pierre Brondeau served as our PEO through May 31, 2020 and Mark Douglas became our PEO effective June 1, 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

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

 

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. The 2020 amounts reported in the Average Summary Compensation Table Total and Average Compensation Actually Paid for Non-PEO NEOs are slightly different from those in the Pay Versus Performance disclosure of our proxy statement filed last year because we corrected the calculation of the Average Summary Compensation Table Total for non-PEO NEOs for 2020.

 

 

Year  Summary
Compensation Table
Total for
Mark Douglas
($)		  Exclusion of Change
in Pension Value for
Mark Douglas
($)		  Exclusion of Stock
Awards and Option
Awards for Mark
Douglas
($)		  Inclusion of
Pension Service
Cost for Mark
Douglas
($)		  Inclusion of Equity
Values for Mark
Douglas
($)		  Compensation
Actually Paid to Mark
Douglas
($)
2023  9,623,437  0  (7,216,805)  0  (8,004,193)  (5,597,561)

 

                   
Year  Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		  Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)		  Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		  Average Inclusion of
Pension Service Cost
for Non-PEO NEOs
($)		  Average Inclusion
of Equity Values for
Non-PEO NEOs
($)		  Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023  2,365,605  (75,618)  (1,413,838)  39,194  (410,466)  504,877
2020  2,187,858  (441,291)  (756,841)  66,327  1,505,052  2,561,105

 

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

 

Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Mark Douglas
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Mark Douglas
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Mark
Douglas
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Mark
Douglas
($)		  Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Mark Douglas
($)		  Value of
Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included for
Mark Douglas
($)		  Total - Inclusion
of Equity Values
for Mark Douglas
($)
2023  2,246,662  (7,855,503)  0  (1,517,142)  (878,210)  0  (8,004,193)

 

                      
Year  Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)		  Average Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of Unvested
Equity Awards
for Non-PEO
NEOs
($)		  Average Vesting-
Date Fair Value
of Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)		  Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)		  Average Fair
Value at Last
Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		  Average Value
of Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included for Non-
PEO NEOs
($)		  Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2023  820,593  (1,032,423)  0  (121,369)  (77,267)  0  (410,466)
2020  1,091,296  407,398  0  6,358  0  0  1,505,052

(4) The Peer Group TSR set forth in this table utilizes the S&P 500 Chemicals Index (“S&P 500 Chemicals Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Chemicals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5) We determined 1-Year Relative TSR (Percentile Rank vs. Peers) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. We used the 2020 – 2022 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for years 2020, 2021, and 2022. We used the 2021 – 2023 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for year 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
      
Company Selected Measure Name 1-Year Relative TSR      
Named Executive Officers, Footnote [Text Block]

 

(1) Pierre Brondeau was our PEO in 2020. Mark Douglas was our PEO for the years from 2020 to 2023. Pierre Brondeau served as our PEO through May 31, 2020 and Mark Douglas became our PEO effective June 1, 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2020  2021  2022  2023
Andrew Sandifer  Andrew Sandifer  Andrew Sandifer  Andrew Sandifer
Michael Reilly  Ronaldo Pereira  Ronaldo Pereira  Ronaldo Pereira
   Michael Reilly  Michael Reilly  Michael Reilly
   Kathleen Shelton  Kathleen Shelton  Jacqueline Scanlan
      
Peer Group Issuers, Footnote [Text Block]

(4) The Peer Group TSR set forth in this table utilizes the S&P 500 Chemicals Index (“S&P 500 Chemicals Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Chemicals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
      
Adjustment To PEO Compensation, Footnote [Text Block]

 

Year  Summary
Compensation Table
Total for
Mark Douglas
($)		  Exclusion of Change
in Pension Value for
Mark Douglas
($)		  Exclusion of Stock
Awards and Option
Awards for Mark
Douglas
($)		  Inclusion of
Pension Service
Cost for Mark
Douglas
($)		  Inclusion of Equity
Values for Mark
Douglas
($)		  Compensation
Actually Paid to Mark
Douglas
($)
2023  9,623,437  0  (7,216,805)  0  (8,004,193)  (5,597,561)

 

Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Mark Douglas
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Mark Douglas
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Mark
Douglas
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Mark
Douglas
($)		  Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Mark Douglas
($)		  Value of
Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included for
Mark Douglas
($)		  Total - Inclusion
of Equity Values
for Mark Douglas
($)
2023  2,246,662  (7,855,503)  0  (1,517,142)  (878,210)  0  (8,004,193)
      
Non-PEO NEO Average Total Compensation Amount [1] $ 2,365,605 $ 2,325,088 $ 1,947,097 $ 2,187,858
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 504,877 3,113,105 1,584,265 2,561,105
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

                   
Year  Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		  Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)		  Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		  Average Inclusion of
Pension Service Cost
for Non-PEO NEOs
($)		  Average Inclusion
of Equity Values for
Non-PEO NEOs
($)		  Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023  2,365,605  (75,618)  (1,413,838)  39,194  (410,466)  504,877
2020  2,187,858  (441,291)  (756,841)  66,327  1,505,052  2,561,105

 

                      
Year  Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)		  Average Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of Unvested
Equity Awards
for Non-PEO
NEOs
($)		  Average Vesting-
Date Fair Value
of Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)		  Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)		  Average Fair
Value at Last
Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		  Average Value
of Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included for Non-
PEO NEOs
($)		  Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2023  820,593  (1,032,423)  0  (121,369)  (77,267)  0  (410,466)
2020  1,091,296  407,398  0  6,358  0  0  1,505,052
      
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

 

 

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

 

 

      
Compensation Actually Paid vs. Net Income [Text Block]

 

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

 

      
Compensation Actually Paid vs. Company Selected Measure [Text Block]

 

PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID
VERSUS 1-YEAR RELATIVE TSR (PERCENTILE RANK VS. PEERS)

 

      
Total Shareholder Return Vs Peer Group [Text Block]

 

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

 

      
Tabular List [Table Text Block]

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

 

1-Year Relative TSR (Percentile Rank vs. Peers)
Adjusted Earnings
Free Cash Flow
      
Total Shareholder Return Amount [4] $ 68.80 131.35 113.73 116.90
Peer Group Total Shareholder Return Amount [4] 145.76 131.42 147.79 117.59
Net Income (Loss) Attributable to Parent $ 1,321,000,000 $ 742,000,000 $ 737,000,000 $ 552,000,000
Company Selected Measure Amount [5] 6.1 87.8 13.5 66.0
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name 1-Year Relative TSR      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted Earnings      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Free Cash Flow      
Non-PEO NEO [Member] | Exclusion of Change in Pension Value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (75,618)     $ (441,291)
Non-PEO NEO [Member] | Exclusion of Stock Awards and Option Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,413,838)     (756,841)
Non-PEO NEO [Member] | Inclusion of Pension Service Cost        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 39,194     66,327
Non-PEO NEO [Member] | Inclusion of Equity Values        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (410,466)     1,505,052
Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 820,593     1,091,296
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,032,423)     407,398
Non-PEO NEO [Member] | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0     0
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (121,369)     6,358
Non-PEO NEO [Member] | Average Fair Value t Last Day of Prior Year of Equity Awards Forfeited During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (77,267)     0
Non-PEO NEO [Member] | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0     0
Non-PEO NEO [Member] | Total Average Inclusion of Equity Values        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (410,466)     1,505,052
Pierre Brondeau        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [1] 4,796,809
PEO Actually Paid Compensation Amount [1],[2],[3] $ 10,975,502
PEO Name       Pierre Brondeau
Mark Douglas        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [1] 9,623,437 11,069,899 8,489,671 $ 5,905,466
PEO Actually Paid Compensation Amount [1],[2],[3] $ (5,597,561) $ 16,177,222 $ 7,040,175 $ 8,603,809
PEO Name Mark Douglas Mark Douglas Mark Douglas Mark Douglas
Mark Douglas | PEO [Member] | Exclusion of Change in Pension Value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 0      
Mark Douglas | PEO [Member] | Exclusion of Stock Awards and Option Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (7,216,805)      
Mark Douglas | PEO [Member] | Inclusion of Pension Service Cost        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0      
Mark Douglas | PEO [Member] | Inclusion of Equity Values        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (8,004,193)      
Mark Douglas | PEO [Member] | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,246,662      
Mark Douglas | PEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (7,855,503)      
Mark Douglas | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0      
Mark Douglas | PEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,517,142)      
Mark Douglas | PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (878,210)      
Mark Douglas | PEO [Member] | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0      
Mark Douglas | PEO [Member] | Total Inclusion of Equity Values Last        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (8,004,193)      
[1] Pierre Brondeau was our PEO in 2020. Mark Douglas was our PEO for the years from 2020 to 2023. Pierre Brondeau served as our PEO through May 31, 2020 and Mark Douglas became our PEO effective June 1, 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
[2] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. The 2020 amounts reported in the Average Summary Compensation Table Total and Average Compensation Actually Paid for Non-PEO NEOs are slightly different from those in the Pay Versus Performance disclosure of our proxy statement filed last year because we corrected the calculation of the Average Summary Compensation Table Total for non-PEO NEOs for 2020.
[3] 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.
[4] The Peer Group TSR set forth in this table utilizes the S&P 500 Chemicals Index (“S&P 500 Chemicals Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Chemicals Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
[5] We determined 1-Year Relative TSR (Percentile Rank vs. Peers) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. We used the 2020 – 2022 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for years 2020, 2021, and 2022. We used the 2021 – 2023 peer group developed by the Compensation Committee for purposes of calculating the 1-Year Relative TSR (Percentile Rank vs. Peers) for year 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.