Douglas Currault II
FREEPORT-MCMORANAbout Douglas Currault II
Douglas N. Currault II is Executive Vice President and General Counsel at Freeport-McMoRan (FCX), serving as a named executive officer since May 2021; he was Senior Vice President & General Counsel through 2023 and promoted to EVP & GC in 2024 . His compensation is heavily performance-linked through FCX’s Annual Incentive Program (AIP) and long-term performance share units (PSUs) tied to three-year average ROI and relative TSR versus a mining peer group, with the 2022–2024 PSU cycle paying out at 75% of target due to ROI at target and TSR in the bottom three relative to peers . Company performance in 2024 included strong safety, solid operations, and adjusted EBITDA of $10.4 billion, informing incentive outcomes and governance alignment for executives including the General Counsel .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freeport-McMoRan Inc. | Senior Vice President & General Counsel | 2021–2023 | Not disclosed in proxy |
| Freeport-McMoRan Inc. | Executive Vice President & General Counsel | 2024–present | Not disclosed in proxy |
External Roles
- Not disclosed
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $470,833 | $487,500 | $506,667 |
| Target Bonus (% of Salary) | Not disclosed | 150% (derived from $735,000 on $490,000) | 150% (derived from $765,000 on $510,000) |
| Target Bonus ($) | Not disclosed | $735,000 | $765,000 |
| Actual AIP Payout ($) | $699,675 | $735,000 | $891,225 (116.5% of target) |
| Stock Awards – Grant Date Fair Value ($) | $1,275,180 | $1,567,365 | $1,647,325 |
| Change in Pension/Deferred Comp ($) | $7,082 | $53,876 | $65,539 |
| All Other Compensation ($) | $93,122 | $91,078 | $97,099 |
| Total Compensation ($) | $2,545,892 | $2,934,819 | $3,207,855 |
Performance Compensation
2024 Annual Incentive Program (AIP) – Metrics and Results
| Metric | Category | Weighting (%) | Weighted Payout as % of Target |
|---|---|---|---|
| Consolidated Adjusted EBITDA (USD billions) | Financial | 30 | 42.2 |
| Copper Sales (billion pounds) | Operational | 45 | 20.0 |
| Gold Sales (million ounces) | Operational | 45 | 5.0 |
| Consolidated Unit Net Cash Costs ($/lb) | Operational | 45 | 10.8 |
| Manyar Smelter Concentrate Feed (000s DMTs) | Operational | 45 | 0.0 (smelter fire delayed ramp) |
| Safety – TRIR | ESG | 25 | 26.3 |
| Sustainability Scorecard | ESG | 25 | 12.3 |
| Formulaic Total | — | — | 116.5% |
Notes:
- 2024 AIP targets were set against FCX’s disclosed financial and operating outlook; maximum payout capped at 175% of target for all executives .
- Sustainability scorecard elements include Copper/Molybdenum Mark retention, 2030 GHG progress, tailings management, workforce initiatives, and human rights program milestones .
Long-Term Incentive (PSUs) – Design and Recent Outcomes
- PSUs earned based on three-year average ROI and relative TSR versus peers; payout range 0–225% of target .
- 2022–2024 PSU cycle paid 75% of target (ROI at target; relative TSR bottom three) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Component | Amount |
|---|---|
| Shares not subject to options/RSUs | 147,643 |
| Shares subject to exercisable options | 155,000 |
| Shares subject to RSU vesting within 60 days | — |
| Total beneficial ownership | 302,643 |
| Shares outstanding (denominator) | 1,436,200,253 |
| Ownership as % of shares outstanding | ~0.021% (302,643 ÷ 1,436,200,253) |
Unvested Awards (not counted in beneficial table)
| Award Type | Amount |
|---|---|
| Unvested RSUs | 43,166 |
| Unvested PSUs (Target) | 58,500 |
RSU Vesting Schedule (as of 12/31/2024)
| Vesting Date | RSUs |
|---|---|
| 02/15/2025 | 18,334 |
| 02/15/2026 | 12,833 |
| 02/15/2027 | 6,833 |
Options Outstanding
| Grant Date | Exercisable Options | Exercise Price ($) | Expiration |
|---|---|---|---|
| 02/05/2019 | 25,000 | 11.87 | 02/05/2029 |
| 02/06/2019 | 50,000 | 11.91 | 02/06/2029 |
| 02/04/2020 | 65,000 | 12.04 | 02/04/2030 |
| 02/02/2021 | 15,000 | 28.14 | 02/02/2031 |
2024 Realizations (Liquidity/Selling Pressure Indicators)
| Category | Shares | Value ($) |
|---|---|---|
| Options exercised | 55,000 | $2,000,418 |
| Stock vested (RSUs/PSUs) | 21,500 | $822,375 |
Ownership Policies
- Executive officer ownership guideline: 3x base salary; Currault actual level 13x base salary as of December 31, 2024; all NEOs exceeded targets .
- Hedging prohibited; pledging restricted and not permitted for margin loans; none of FCX executives currently pledge FCX securities .
Deferred Compensation
| Plan | Executive Contributions (2024) | Registrant Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (YE 2024) |
|---|---|---|---|---|
| NQDC Plan | $70,833 | $31,000 | $127,195 | $1,655,749 |
Employment Terms
- Change-in-control (CIC) severance plan: double-trigger; for Currault, lump sum equals 2x (base salary + average bonus), pro-rated bonus (based on average bonus), and health benefit continuation for 18 months; no excise tax gross-ups .
- Equity treatment on CIC/termination:
- PSUs convert to RSUs at target upon CIC; vest on the earlier of performance period end or termination without cause/for good reason within one year post-CIC; death vests PSUs at target; retirement/disability/no-cause keep PSUs outstanding to end of period subject to performance .
- RSUs vest in full on death; vest within one year for retirement/disability; full vest upon termination without cause/for good reason within one year post-CIC .
Potential Payments (Assumed as of December 31, 2024)
| Scenario | Lump Sum ($) | RSUs Accelerated ($) | Accrued Dividends RSUs ($) | PSUs Accelerated ($) | Accrued Dividends PSUs ($) | Health/Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Retirement | — | $698,159 | $21,200 | — | — | — | $719,359 |
| Disability | — | $698,159 | $21,200 | — | — | — | $719,359 |
| Death | — | $1,447,040 | $36,600 | $1,351,840 | $31,200 | — | $2,866,680 |
| Qualifying Termination after CIC | $3,254,675 | $1,447,040 | $36,600 | $1,351,840 | $31,200 | $64,378 | $6,185,733 |
Clawbacks: incentive compensation recovery policy consistent with NYSE rules and Dodd-Frank; awards subject to clawback on restatements within three years and under SEC/NYSE requirements .
Investment Implications
- Pay-for-performance alignment: Currault’s AIP payout and PSU realizations directly reflect FCX operational/financial metrics (EBITDA, costs, safety) and three-year ROI/relative TSR, with 2024 AIP at 116.5% and 2022–2024 PSU payout at 75% signaling discipline and sensitivity to TSR underperformance .
- Near-term supply from vesting: RSU vesting of 18,334 shares in Feb 2025 plus historically exercised options (55,000 in 2024) suggest periodic insider-related share flows; absence of pledging mitigates forced-selling risk .
- Retention risk low under current terms: Double-trigger CIC benefits (2x salary+avg bonus) and robust unvested equity (43,166 RSUs; 58,500 PSUs target) support retention; no excise tax gross-up reduces shareholder misalignment risk .
- Governance quality: Strong ownership guidelines compliance (13x salary for Currault), clawbacks, and hedging/pledging restrictions indicate solid risk controls; FW Cook independence and committee oversight further reduce compensation-related governance risks .
- Company performance context: 2024 adjusted EBITDA of $10.4B and safety outperformance underpin incentive frameworks; operational setbacks at Manyar smelter (zero metric payout) highlight project execution risk feeding into incentive outcomes .