FREEPORT-MCMORAN INC
For the period ended Jun 10, 2026. Filed Apr 23, 2026.
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 10, 2026 · Filed Apr 23, 2026
Contents
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 voting. For more information regarding our 2025 performance, please review our 2025 annual report, which is being made available to stockholders together with these proxy materials on or about April 23, 2026.
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, 70 Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. | Richard C. Adkerson, 79 Chairman of the Board of Freeport-McMoRan Inc. | Marcela E. Donadio, 71 Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP | ||
| Tenure: 5.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: Cc | Tenure: 19.5 years Other Public Boards: None Committees: None | Tenure: 4.7 years Other Public Boards: Norfolk Southern Corporation, NOV Inc. Committees: A, G | ||
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| Hugh Grant, 68 Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company | Lydia H. Kennard, 71 President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions | Ryan M. Lance, 63 Chairman and Chief Executive Officer of ConocoPhillips | ||
| Tenure: 4.3 years Other Public Boards: Linde plc Committees: C | Tenure: 12.3 years Other Public Boards: Prologis, Inc., Vulcan Materials Company Committees: Gc, R | Tenure: 4.5 years Other Public Boards: ConocoPhillips Committees: G, R | ||
| Sara Grootwassink Lewis, 58 Retired Chief Executive Officer of Lewis Corporate Advisors | Dustan E. McCoy, 76 Retired Chairman and Chief Executive Officer of Brunswick Corporation | Kathleen L. Quirk, 62 President and Chief Executive Officer of Freeport-McMoRan Inc. | ||
| Tenure: 4.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A | Tenure: 19.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C Lead Independent Director | Tenure: 3.2 years Other Public Boards: Vulcan Materials Company Committees: None | ||
| John J. Stephens, 66 Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. | Frances Fragos Townsend, 64 Advisory Services, Frances Fragos Townsend, LLC | Committee Key: A Audit C Compensation G Governance R Corporate Responsibility c Chair Independent Director | ||
| Tenure: 6.5 years Other Public Boards: Solid Power, Inc. Committees: Ac | Tenure: 12.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc | |||
| 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 91% of our chief executive officer’s (CEO) target direct compensation for 2025, with 72% of her total target compensation being based on measurable performance objectives.
2025 CEO Target Compensation Mix
Equity RSUS Vest ratably over a three-year period following date of grant, and deliver value equal to the stock price on the vesting date PSUS Three-year performance period based on achievement of ROI and relative total stockholder return (TSR) goals Represent the largest component of our long-term incentive program (LTIP) awards Cash Base Salary Fixed cash compensation Annual Incentive Program (AIP) Annual variable cash compensation based on achievement of performance metrics Formula-driven plan using pre-established rigorous goals to determine target and earned awards 19% 9% 14% 72% performance-based 58% 91% at-risk
Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026
| ✔ The board recommends that you vote FOR Proposal No. 3. | Page 69 |
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In February 2026, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2026. 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.
| 2026 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.