FREEPORT-MCMORAN INC
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2025 · Filed Apr 25, 2025
Contents
Proxy Voting Roadmap
Proxy Voting Roadmap This summary highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2024 performance, please review our 2024 annual report to stockholders (2024 annual report), which is being made available to stockholders together with this proxy statement on or about April 25, 2025. Proposal No. 1 – Election of Directors
| ✔ The board recommends that you vote FOR each director nominee. | Page 12 |
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Director Nominee Overview
| David P. Abney, 69 Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. | Richard C. Adkerson, 78 Chairman of the Board of Freeport-McMoRan Inc. | Marcela E. Donadio, 70 Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP | ||
| Tenure: 4.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: Cc | Tenure: 18.5 years Other Public Boards: None Committees: None | Tenure: 3.7 years Other Public Boards: Norfolk Southern Corporation, NOV Inc. Committees: A, G | ||
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| Robert W. Dudley, 69 Retired Group Chief Executive of BP, p.l.c. | Hugh Grant, 67 Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company | Lydia H. Kennard, 70 President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions | ||
| Tenure: 4.0 years Other Public Boards: LyondellBasell Industries N.V., Saudi Aramco Committees: G, R | Tenure: 3.3 years Other Public Boards: Linde plc Committees: C | Tenure: 11.3 years Other Public Boards: Prologis, Inc., Vulcan Materials Company Committees: Gc, R | ||
| Ryan M. Lance, 62 Chairman and Chief Executive Officer of ConocoPhillips | Sara Grootwassink Lewis, 57 Retired Chief Executive Officer of Lewis Corporate Advisors | Dustan E. McCoy, 75 Retired Chairman and Chief Executive Officer of Brunswick Corporation Lead Independent Director | ||
| Tenure: 3.5 years Other Public Boards: ConocoPhillips Committees: G, R | Tenure: 3.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A | Tenure: 18.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C | ||
| Kathleen L. Quirk, 61 President and Chief Executive Officer of Freeport-McMoRan Inc. | John J. Stephens, 65 Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. | Frances Fragos Townsend, 63 Founder of Frances Fragos Townsend, LLC | ||
| Tenure: 2.2 years Other Public Boards: Vulcan Materials Company Committees: None | Tenure: 5.5 years Other Public Boards: Solid Power, Inc. Committees: Ac | Tenure: 11.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc | ||
| Committee Key: A Audit C Compensation G Governance R Corporate Responsibility c Chair | Independent Director |
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| 6 | Freeport |
Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers
| ✔ The board recommends that you vote FOR Proposal No. 2. | Page 35 |
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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. As reflected in the chart below, annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 90% of Ms. Quirk’s target direct compensation effective June 11, 2024 in connection with her transition to chief executive officer (CEO), with 71% of her total target compensation being based on measurable performance objectives.
2024 CEO Target Compensation Mix
Proposal No. 3 – Approval of the 2025 Stock Incentive Plan
| ✔ The board recommends that you vote FOR Proposal No. 3. | Page 70 |
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Upon recommendation from the compensation committee, the board of directors (board) has adopted the 2025 Stock Incentive Plan for our employees, directors, consultants and advisors, subject to stockholder approval. The board is seeking approval of the 2025 Stock Incentive Plan as the successor to the company’s Amended and Restated 2016 Stock Incentive Plan, which is currently the company’s only equity plan with shares available for grant and which expires on June 8, 2026. We believe equity awards are necessary to remain competitive in the industry and are essential to recruiting and retaining highly qualified individuals who contribute to the fulfillment of the company’s objectives. The approval of the 2025 Stock Incentive Plan will enable us to continue offering competitive equity awards to our employees, directors, consultants and advisors.
Proposal No. 4 – Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2025
| ✔ The board recommends that you vote FOR Proposal No. 4. | Page 79 |
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In February 2025, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2025. The audit committee and the 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.
| 2025 Proxy Statement | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.