Frances Townsend
Director at FCX
Board
About Frances Fragos Townsend
Independent director since 2013 (tenure ~11.3 years), age 63, and Chair of FCX’s Corporate Responsibility Committee. Background includes over 25 years in legal, law enforcement and security, with senior U.S. government roles under President George W. Bush focused on homeland security, counterterrorism, risk management, and international affairs . Current skills highlighted by FCX include strategic planning, intelligence/security, government/regulatory experience, and international affairs; she is the founder of Frances Fragos Townsend, LLC .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Office of President George W. Bush | Homeland Security & Counterterrorism Advisor; Chair of the Homeland Security Council; Deputy Assistant to the President; Deputy National Security Advisor for Combating Terrorism | Not disclosed in proxy | Led U.S. homeland security and counterterrorism strategy; extensive regulatory and international affairs experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Frances Fragos Townsend, LLC | Founder | Current |
| Chubb Limited | Director | Current |
| Leonardo DRS, Inc. | Director; Lead Independent Director | Current |
| Light & Wonder, Inc. (f/k/a Scientific Games) | Director | Former |
| SciPlay Corporation | Director | Former |
| The Western Union Company | Director | Former |
| Roadget Business Pte. Ltd. (SHEIN) | Senior Advisor | Current |
| Coinbase | Global Advisory Council member | Current |
| Council on Foreign Relations; Atlantic Council; Trilateral Commission | Member (CFR, Atlantic Council) and Executive Committee (Trilateral Commission) | Current |
Board Governance
- Committee assignments: Corporate Responsibility Committee Chair (committee is 100% independent). 2024 meetings: 4; aggregate committee attendance: 93% .
- Independence: Board has affirmatively determined all current directors other than the CEO and Chair are independent under NYSE and FCX standards; Townsend listed as Independent .
- Attendance & engagement: Company held 6 board and 16 committee meetings in 2024; all directors attended 100% of their board and committee meetings except two directors at 92%. Townsend attended the 2024 annual shareholder meeting (virtual) .
- Board composition signal: 42% of nominees are women; 50% of committees are chaired by women .
- Committee scope for Corporate Responsibility (as Chair): oversight of ESG focus areas including health/safety, tailings stewardship, climate, water, biodiversity, human rights, stakeholder relations/Indigenous Peoples, responsible sourcing, and political spending practices .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $130,000 | $135,000 | Non-management directors; simple/transparent structure |
| Lead Independent Director Retainer | $50,000 | $50,000 | Applies to Lead Independent Director (McCoy), not Townsend |
| Audit Chair | $30,000 | $30,000 | — |
| Compensation Chair | $25,000 | $25,000 | — |
| Governance Chair | $25,000 | $25,000 | — |
| Corporate Responsibility Chair | $25,000 | $25,000 | Applies to Townsend as CR Chair |
| Townsend — 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $155,000 (base $130,000 + CR Chair $25,000) |
| Stock Awards (RSUs grant-date fair value) | $184,555 |
| Total | $339,555 |
- Deferral elections: Directors may elect to defer all/part of annual fee; deferred amounts accrue interest at JPMorgan prime, compounded quarterly, paid per participant direction .
- Exchange feature: Directors may elect to exchange all/part of annual cash fee for equivalent number of shares based on fair market value preceding payment date .
- Benchmarking & limits: FW Cook provides market review; changes effective Jan 1, 2025 increased cash retainer by $5,000 and equity retainer by $5,000. Annual cap per plan: $750,000 (cash+equity+other), increasing to $1,000,000 for lead independent director/non-executive chair under 2025 plan (subject to approval) .
Performance Compensation
| Item | Details |
|---|---|
| Annual Director Equity Grant (2024) | RSUs determined by dividing $185,000 by closing sale price on June 1 (or preceding trading day), rounded down to nearest 100; each non-management director granted 3,500 RSUs on June 1, 2024 |
| Vesting | RSUs vest on first anniversary of grant date |
| Dividend Equivalents | Accrued on RSUs; paid only upon vesting |
| 2025 Equity Retainer | Increased to $190,000 |
| Performance metrics tied to director awards | None; director RSUs are time-based (no performance conditions) |
| Clawbacks (plan-level) | Time-based and performance-based equity awards subject to clawback if participant determined responsible for a financial restatement; NYSE/Dodd-Frank compliant recovery policy adopted Oct 2023 for certain officers |
Other Directorships & Interlocks
| Company | Role | Potential FCX Interlock/Relationship |
|---|---|---|
| Chubb Limited | Director | Insurance provider; no direct FCX transaction disclosed in proxy |
| Leonardo DRS, Inc. | Director; Lead Independent Director | Defense industry; no FCX transaction disclosed in proxy |
| Light & Wonder, Inc. | Former Director | Gaming; no FCX transaction disclosed in proxy |
| SciPlay Corporation | Former Director | Gaming/mobile; no FCX transaction disclosed in proxy |
| The Western Union Company | Former Director | Payments; no FCX transaction disclosed in proxy |
- Related-party transactions: FCX disclosed a related person employment (family member of an executive) and noted no additional related party transactions reportable since Jan 1, 2024; no Townsend-related transactions disclosed .
Expertise & Qualifications
- Legal, government, and regulatory expertise; extensive international affairs and risk management experience .
- Public company board experience; leadership roles including Lead Independent Director at Leonardo DRS .
- Memberships: Council on Foreign Relations, Atlantic Council, Trilateral Commission Executive Committee; Senior Advisor to SHEIN; Global Advisory Council of Coinbase .
Equity Ownership
| Holder | Shares Not Subject to Options/RSU Vesting | Shares Subject to Exercisable Options | Shares Subject to Vesting of RSUs/Termination of Deferred RSUs (within 60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|---|
| Frances Fragos Townsend | 102,470 | — | 17,400 | 119,870 | <1% (based on 1,436,200,253 shares) |
| RSUs Outstanding as of Dec 31, 2024 | Count |
|---|---|
| Townsend RSUs (incl. vested but deferred RSUs) | 17,400 |
- Ownership guidelines: Non-management directors must hold stock equal to 5x annual fee (currently $135,000). As of record date, all non-management directors exceeded target ownership; directors must retain 100% of shares from equity awards until target met .
- Hedging & pledging: Hedging prohibited; pledging restricted and disallowed for margin loans; none of executives or directors currently pledge FCX securities .
Governance Assessment
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Strengths:
- Independent status affirmed; long tenure with relevant risk/government expertise .
- Chairs ESG-focused Corporate Responsibility Committee; committee is fully independent; defined oversight across critical sustainability domains .
- Ownership alignment: exceeds stock ownership guideline; meaningful RSU holdings; hedging prohibited; no pledging by directors .
- Transparent director pay program, benchmarked by independent consultant FW Cook; modest increases for 2025 maintain competitiveness; clear limits and simple structure .
- Engagement: attended the 2024 annual meeting; board/committee attendance overall strong (only two directors below 100% to 92%) .
-
Watch items / potential perceived conflicts:
- Townsend serves as Senior Advisor to SHEIN while chairing FCX’s Corporate Responsibility Committee overseeing human rights and responsible sourcing; investors may evaluate alignment between external advisory roles and FCX’s ESG oversight remit .
- Multiple outside directorships (Chubb; Leonardo DRS as Lead Independent Director) increase time commitments; aggregate attendance metrics for her specifically are not disclosed, though overall board attendance is high .
-
Shareholder signals: 2024 say-on-pay support ~95%, reflecting broad shareholder approval of FCX’s compensation practices and governance framework .
-
Compensation committee governance: Independent, uses FW Cook (independence assessed annually; no conflicts), and maintains clawback policies consistent with NYSE/Dodd-Frank standards .
-
Related-party exposure: No Townsend-specific related-party transactions disclosed; FCX reviews and approves any Item 404 transactions through Audit Committee or disinterested directors .