David Abney
Director at FCX
Board
About David P. Abney
Independent director since 2021; age 69. Former Chairman and CEO of United Parcel Service (UPS) with deep expertise in global logistics, international operations, human capital management and supply chain resilience. Holds a B.S. in Business Administration from Delta State University. Currently chairs FCX’s Compensation Committee; other current public company directorships: Northrop Grumman Corporation and Target Corporation; former public company directorships: Macy’s Inc. and United Parcel Service, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. | Retired Chairman and Chief Executive Officer | Not disclosed | Led complex global enterprise; experience in sustainability-driven change and workforce leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Director | Not disclosed | Public company board experience |
| Target Corporation | Director | Not disclosed | Public company board experience |
| Macy’s Inc. | Former Director | Not disclosed | Former public company board |
| United Parcel Service, Inc. | Former Director | Not disclosed | Former public company board |
Board Governance
- Committee assignments: Compensation Committee Chair (“C c” on slate) . Compensation Committee members: Abney (Chair), Hugh Grant, Dustan E. McCoy; 2024 meetings: 5; committee attendance 93%; committee is 100% independent .
- Board independence: 10 of 12 directors are independent; all committee members are independent .
- Lead Independent Director: Dustan E. McCoy, with defined responsibilities including presiding over executive sessions and approving agendas .
- Board/committee activity and attendance: 6 board meetings and 16 committee meetings in 2024; all directors attended 100% of board and committee meetings except for two directors who attended 92% of their aggregate meetings (individual names not disclosed) .
- Director commitment policy: limit of 4 public company boards; audit committee service limited to 3 audit committees; governance affirms all directors are compliant .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (Board member) | $130,000 | $135,000 | Increased effective 2025 |
| Committee chair retainer (Compensation Chair) | $25,000 | $25,000 | Chair fee stable |
| Total fees earned (reported) | $155,000 | Not disclosed | Matches $130k + $25k in 2024 |
| Other cash/meeting fees | $0 | Not disclosed | No meeting fees program disclosed |
Performance Compensation
| Equity | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | June 1, 2024 | 3,500 | $184,555 | Vest on first anniversary of grant date | Equity retainer increased to $190,000 beginning 2025 |
- Director equity design: Annual RSUs only; dividend equivalents accrue and pay upon vesting; no options; RSUs determined by dividing equity retainer by closing price; rounded to nearest 100 shares .
- Director compensation cap: $750,000 per year for non-management directors; increases to $1,000,000 for lead independent director/non-executive chair under 2025 plan; no tax gross-ups; no single-trigger vesting; no repricing .
Other Directorships & Interlocks
| Company | Sector Link to FCX | Potential Interlock/Conflict |
|---|---|---|
| Northrop Grumman Corporation | Defense | No FCX-disclosed related-party transactions; no supplier/customer link disclosed |
| Target Corporation | Retail | No FCX-disclosed related-party transactions; no supplier/customer link disclosed |
- Related-party transactions: FCX disclosed one related-party employment relationship (Ms. Clancy, $148,000 compensation through record date) and stated no additional related-party transactions reportable under Item 404 since January 1, 2024 . No Abney-related transactions disclosed.
Expertise & Qualifications
- Executive leadership of complex, global, labor-intensive enterprise; international operations and logistics; human capital management; sustainability transition experience; nonprofit leadership at Catalyst .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Shares owned (not subject to options/vesting) | 14,000 |
| Shares subject to vesting of RSUs (within 60 days) | 3,500 |
| Total beneficially owned | 17,500 |
| Ownership as % of shares outstanding | Less than 1% (1,436,200,253 shares outstanding as of April 14, 2025) |
| Unvested RSUs/PSUs (beyond 60 days) | None for Abney |
| RSUs outstanding at 12/31/2024 | 3,500 |
| Director stock ownership guideline | 5x annual cash fee (based on 3-year trailing average price) |
| Guideline compliance | All non-management directors exceeded target ownership levels as of record date |
| Hedging policy | Directors prohibited from hedging FCX securities |
| Pledging policy | Pledging restricted; none of executives or directors currently pledge FCX securities |
Governance Assessment
-
Positive signals
- Independent chair of Compensation Committee; committee fully independent; robust remit including clawback policy administration and human capital oversight .
- Strong director ownership alignment: 5x annual fee guideline; directors must retain 100% of RSU shares until target met; all non-management directors compliant .
- Shareholder support: ~95% say-on-pay approval in 2024; ongoing engagement program covering ~45% of outstanding shares .
- Pay governance features: no tax gross-ups for executives; double-trigger vesting for change-in-control; no repricing; clawback policies adopted per NYSE and plan-level recovery .
- Compensation consultant independence: FW Cook engaged; annual independence assessment; no conflicts identified .
-
Potential watch items
- Compensation Committee 2024 attendance was 93% (vs. 100% for Audit, 100% for Governance, 93% for Corporate Responsibility); individual director attendance not disclosed; continued monitoring of committee-level attendance advisable .
- Multiple external board roles (Northrop Grumman and Target) within FCX’s director commitment policy (limit 4 boards), but time commitments should continue to be assessed annually; governance affirms current compliance .
-
No identified red flags for Abney from FCX disclosures
- No Abney-related related-party transactions, hedging, or pledging reported .
- Director compensation is balanced (cash + equity) and within disclosed program limits .
Director Compensation Mix (2024)
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $155,000 |
| Stock awards (RSUs) | $184,555 |
| Total | $339,555 |
Committee Oversight and Responsibilities (Abney as Chair)
- Discharges board responsibilities for executive officer compensation; sets AIP/LTIP criteria and awards; oversees human capital strategies; administers clawback policies; reviews compensation risk; engages independent consultant; recommends slate of officers .
Board Activity and Attendance (Context)
| Body | Meetings (2024) | Attendance (Aggregate) |
|---|---|---|
| Board | 6 | 100% for all directors except two at 92% aggregate |
| Compensation Committee | 5 | 93% (committee-level) |
| Audit Committee | 5 | 100% |
| Governance Committee | 2 | 100% |
| Corporate Responsibility Committee | 4 | 93% |
Say-on-Pay and Shareholder Feedback
- 2024 say-on-pay approval ~95% .
- Engagement program: stockholders representing ~45% of outstanding shares engaged in 2024; largely positive feedback; directors may participate in engagements .
Compensation Structure Context (for committee oversight)
- AIP metrics and weightings (financial, operational, ESG) with 2024 payout at 116.5% of target; PSU payouts for 2022-2024 at 75% due to relative TSR modifier .
- LTIP governance: ROI targets with TSR modifier; no single-trigger vesting; clawbacks; caps and no tax gross-ups .
RED FLAGS
- None disclosed for Abney (no related-party transactions, hedging/pledging, or compensation anomalies) .
Summary Implications
- As Compensation Committee Chair, Abney’s governance footprint (independent committee, strong policy architecture, shareholder-supported pay program) is supportive of investor confidence. Director ownership alignment and policy safeguards (clawbacks, no gross-ups, double-trigger CIC) reduce governance risk. Committee-level attendance slightly below perfect in 2024 warrants routine monitoring but is not individually attributed to Abney in disclosures .