Dustan McCoy

About Dustan E. McCoy

Dustan E. McCoy, age 75, is FCX’s Lead Independent Director and has served on the board since 2007. He is the retired Chairman and Chief Executive Officer of Brunswick Corporation, with earlier experience in the natural resources sector at Ashland Oil and as Chairman of a private quarry business. He holds a B.A. in Political Science from Eastern Kentucky University and a J.D. from Salmon P. Chase College of Law at Northern Kentucky University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Brunswick Corporation	Chairman & CEO (retired)	Not disclosed	Executive leadership of complex global enterprise
Ashland Oil, Inc.	Natural resources/extractives industry roles	Not disclosed	>20 years experience in sector
Private quarry business	Chairman of the Board	Not disclosed	Industry operational oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Louisiana-Pacific Corporation	Lead Independent Director	Not disclosed	Board leadership; governance oversight
YETI Holdings, Inc.	Director	Not disclosed	Public company board experience

Board Governance

Independence and leadership: McCoy is an independent director and serves as Lead Independent Director, a role reappointed in Feb 2025 through Feb 2026. Responsibilities include presiding over executive sessions, approving board agendas, and availability for direct communication with significant stockholders .
Committee assignment: Member, Compensation Committee. The Compensation Committee met 5 times in 2024 with overall 93% attendance; chaired by David Abney and fully independent .
Board independence/structure: FCX’s board has 12 members, 10 independent; all standing committees (Audit, Compensation, Governance, Corporate Responsibility) are fully independent .
Attendance and engagement: In 2024, the board held 6 meetings and committees held 16; most directors attended 100% of their meetings (two directors at 92%). Directors receive orientation, continuing education (NACD), site visits, and participate in investor engagement as appropriate .
Governance policies: Limits on outside board service (4 total; audit committee limit 3), annual evaluations, majority voting, proxy access, special meeting and written consent rights, executive sessions, and stockholder engagement program .

Fixed Compensation

Component	2024 Value (McCoy)	2025 Program Terms	Notes
Board cash retainer	$180,000	$135,000 board retainer; plus $50,000 Lead Independent Director retainer	2025 retainer increased by $5,000 vs 2024; LID retainer unchanged
Equity retainer (RSUs)	$184,555 grant-date value (3,500 RSUs on Jun 1, 2024)	Annual equity retainer increased to $190,000 (RSUs) beginning 2025	RSUs vest on first anniversary; dividend equivalents accrue and pay on vesting
All other compensation	$16,831 (interest on deferred RSU dividend equivalents $15,630; life insurance premium and tax reimbursement $1,201)	N/A	Interest credits on dividends for RSUs were discontinued for grants after 2015
Legacy director retirement plan	Eligible; annual benefit $40,000 payable upon retirement until death	Plan frozen (2008); only McCoy eligible among current directors

Director compensation is overseen by the Compensation Committee with FW Cook as independent consultant; a $5,000 increase to cash and equity retainers was approved effective Jan 1, 2025 .

Performance Compensation

Component	Performance Metrics Tied	Vesting/Terms	Notes
Director RSUs	None (time-based)	RSUs vest after 1 year; dividend equivalents accrued and paid on vest	FCX does not tie director compensation to operating/financial performance metrics; performance-based awards are for executives, not directors

Other Directorships & Interlocks

Company	Relationship to FCX	Potential Interlock/Conflict Considerations
Louisiana-Pacific Corporation	Independent, Lead Independent Director	Building materials; no disclosed related-party transactions with FCX
YETI Holdings, Inc.	Independent Director	Consumer goods; no disclosed related-party transactions with FCX

FCX’s proxy discloses one related-party employment relationship involving another executive’s family member; no related party transactions involving McCoy are disclosed .

Expertise & Qualifications

Legal, compliance, governance and disclosure expertise; extensive public-company board experience; human capital management background .
Natural resources/extractives industry experience (>20 years) and operational/strategic understanding of large mining companies .
Education: B.A. in Political Science (Eastern Kentucky University); J.D. (Salmon P. Chase College of Law, Northern Kentucky University) .
Recognition: NACD Directorship 100 Honoree .

Equity Ownership

Measure	Amount
Shares not subject to options/RSU vesting	66,800
Shares subject to exercisable options	— (none)
Shares subject to vesting/deferral of RSUs	80,600 (vested but deferred RSUs)
Total beneficially owned	147,400 (<1% of shares outstanding)
Ownership guidelines compliance	All non-management directors exceed guideline (5x annual fee; 100% retention of equity until compliant)
Hedging/pledging	Hedging prohibited; pledging restricted and not counted toward guidelines; none of FCX executives/directors currently pledge FCX stock

Governance Assessment

Strengths
- Lead Independent Director structure with clear responsibilities; McCoy reappointed for continuity post-CEO transition .
- High board independence; fully independent committees; regular executive sessions and robust governance framework .
- Ownership alignment via director stock ownership guidelines; McCoy’s sizable deferred RSU holdings and compliance with guidelines .
- Transparent director pay program with modest 2025 increases and independent consultant review; clear limits under stock plan (annual cap and LID cap) .
- Active role in succession planning and stockholder engagement processes; LID available for direct investor communication .
Watch items
- Legacy director retirement benefit ($40,000 annually, payable until death) is unusual in current market norms, though frozen since 2008 and limited to McCoy .
- Committee attendance disclosure is aggregate; individual attendance not specified (Compensation Committee overall 93% in 2024) , while overall board noted two directors at 92% without naming them .
- Deferred RSU interest credits remain on older awards (discontinued for grants after 2015), with McCoy receiving interest credited on dividend equivalents on deferred RSUs in 2024 ($15,630) .
Signals for investor confidence
- Board continuity and independent oversight through LID in a CEO transition year; McCoy signed the stockholder letter reinforcing performance and governance priorities .
- Strong say-on-pay support (~95% in 2024), indicating shareholder approval of compensation governance; while focused on executives, it reflects broader confidence in board oversight .

Notes on Compensation Committee and Processes

Compensation Committee: David P. Abney (Chair), Hugh Grant, Dustan E. McCoy; fully independent; oversees executive and director compensation, incentive plans, human capital policies, and clawback policies .
Independent compensation consultant: FW Cook engaged; annual market reviews inform pay design; directors’ 2025 retainer increases were based on S&P 250 and industry reference group comparisons .
Clawback and plan governance: Awards subject to clawback under SEC/NYSE requirements; no tax gross-ups; no single-trigger vesting; no option repricing; responsible share recycling .

Summary

McCoy’s long tenure, sector experience, and governance leadership as Lead Independent Director position him as a stabilizing influence on FCX’s board. His compensation is primarily cash plus time-based RSUs with a legacy retirement benefit, and his ownership aligns with stringent director guidelines. No related-party conflicts involving McCoy are disclosed, and his role in succession oversight and investor engagement supports board effectiveness .