FMC CORP, PRE 14A filed on 3/3/2026
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type PRE 14A
Entity Registrant Name FMC CORPORATION
Entity Central Index Key 0000037785
Amendment Flag false
v3.25.4
Pay vs Performance Disclosure
5 Months Ended 7 Months Ended 12 Months Ended
Jun. 10, 2024
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure [Table]              
Pay vs Performance Disclosure, Table    

 

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

 

    Summary   Summary           Average
Summary
Compensation
  Average
Compensation
  Value of Initial
Fixed $100
Investment based
on:4
      1-Year
Year   Compensation
Table Total for
First PEO1
($)
  Compensation
Table Total for
Second PEO1
($)
  Compensation
Actually Paid to
First PEO1, 2, 3
($)
  Compensation
Actually Paid to
Second PEO1, 2, 3
($)
  Table Total for
Non-PEO
NEOs1
($)
  Actually Paid to
Non-PEO
NEOs1,2,3
($)
  TSR
($)
  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%
       
Named Executive Officers, Footnote    

 

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.

 

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
       
Peer Group Issuers, Footnote    

 

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.

 

       
Adjustment To PEO Compensation, Footnote    

 

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
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)
       
Non-PEO NEO Average Total Compensation Amount     $ 2,876,605 $ 2,654,529 $ 2,365,605 $ 2,325,088 $ 1,947,097
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,011,747 2,178,428 504,877 3,113,105 1,584,265
Adjustment to Non-PEO NEO Compensation Footnote    

 

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
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)
       
Compensation Actually Paid vs. Total Shareholder Return    

 

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

 

       
Compensation Actually Paid vs. 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

 

 

       
Compensation Actually Paid vs. Company Selected Measure    

 

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)

 

       
Tabular List, Table    

 

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.

 

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

 

       
Total Shareholder Return Amount     $ 15.83 47.54 58.85 112.36 97.29
Peer Group Total Shareholder Return Amount     122.72 123.93 123.96 111.76 125.69
Net Income (Loss)     $ (2,237,000,000) $ 342,000,000 $ 1,321,000,000 $ 742,000,000 $ 737,000,000
Company Selected Measure Amount     0.0 31.3 6.1 87.8 13.5
Measure [Axis]: 1              
Pay vs Performance Disclosure [Table]              
Measure Name     1-Year Relative TSR (Percentile Rank vs. Peers)        
Measure [Axis]: 2              
Pay vs Performance Disclosure [Table]              
Measure Name     Adjusted EBITDA        
Measure [Axis]: 3              
Pay vs Performance Disclosure [Table]              
Measure Name     Free Cash Flow        
Non-PEO NEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     $ (56,190)        
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (1,432,143)        
Non-PEO NEO [Member] | Aggregate Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     25,257        
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (401,782)        
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     468,284        
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (835,176)        
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     94,544        
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (78,199)        
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (51,235)        
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Pierre Brondeau [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount   $ 10,531,812 12,038,391   $ 0 $ 0 $ 0
PEO Actually Paid Compensation Amount   $ 8,782,041 1,373,942   0 0 0
Pierre Brondeau [Member] | PEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Pierre Brondeau [Member] | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (8,631,340)        
Pierre Brondeau [Member] | PEO [Member] | Aggregate Pension Adjustments Service Cost [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Pierre Brondeau [Member] | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (2,033,109)        
Pierre Brondeau [Member] | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     2,889,571        
Pierre Brondeau [Member] | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (4,907,753)        
Pierre Brondeau [Member] | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Pierre Brondeau [Member] | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (14,927)        
Pierre Brondeau [Member] | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Pierre Brondeau [Member] | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     0        
Mark Douglas [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount $ 14,968,954   0   9,623,437 11,069,899 8,489,671
PEO Actually Paid Compensation Amount $ 12,336,343   $ 0   $ (5,597,561) $ 16,177,222 $ 7,040,175
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

 

Timing of Equity Awards

 

The Compensation Committee approves all long-term incentive compensation for our Named Executive Officers. The Compensation Committee meets in February each year to approve annual equity award grants to our Named Executive Officers, with individual grant values generally allocated between PSUs, RSUs and nonqualified stock option awards (see “2025 Long-Term Incentive Award Types” beginning on page 55). This meeting is scheduled each year to occur at least two business days following the public release of the Company’s earnings results for the prior year, at which time the Company generally expects all material nonpublic information to have been disclosed publicly and its regular trading window for its first quarter to have opened. The Compensation Committee also has authority to approve off-cycle grants for Named Executive Officers, which typically occur in connection with a new hire and are structured such that the grant date coincides with the first business day of the month following the Compensation Committee’s approval of such awards. To the extent applicable, the Compensation Committee will evaluate the potential impact of material nonpublic information when considering prospective equity awards to Named Executive Officers and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 

The Compensation Committee did not grant equity awards to Named Executive Officers in fiscal 2025 during the period beginning four business days before, or one business day after (i) the filing of a periodic report on Form 10-Q or Form 10-K, or (ii) or the filing or furnishing of a current report on Form 8-K that discloses material non-public information.

 

Award Timing Method [Text Block] This meeting is scheduled each year to occur at least two business days following the public release of the Company’s earnings results for the prior year, at which time the Company generally expects all material nonpublic information to have been disclosed publicly and its regular trading window for its first quarter to have opened.
Award Timing Predetermined [Flag] true
MNPI Disclosure Timed for Compensation Value [Flag] false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true