Hugh Grant
Director at FCX
Board
About Hugh Grant
Hugh Grant (age 67) is an independent director of Freeport-McMoRan (FCX) since 2021; he is the retired Chairman, President, and CEO of Monsanto Company, with deep expertise in corporate governance, international operations, and biological systems and technology. His education includes a BSc (Honors) in Molecular Biology and Agricultural Zoology (Glasgow University), a Post Graduate Diploma in Agriculture (Edinburgh University), and an MBA from the International Management Centre in Buckingham, UK . He serves on FCX’s Compensation Committee (not as Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Company | Chairman, President & CEO | Not disclosed | Led strategic transition to pioneer agriculture biotechnology; recognized for innovation, sustainability, and business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linde plc | Director (current) | Not disclosed | Public company directorship |
| PPG Industries, Inc. | Independent Lead Director (former) | Not disclosed | Public company directorship; governance leadership |
| Invaio Sciences, Inc. | Director (private) | Not disclosed | Technology focus on natural systems for agricultural and sustainability challenges |
| CIBO Technologies | Director (private) | Not disclosed | Advanced technologies for agricultural systems, climate resilience, sustainable practices |
| American Academy of Arts & Sciences | Member | Not disclosed | Recognition/affiliation |
Board Governance
- Independence: FCX’s board has affirmatively determined that all current directors except the Chairman (Adkerson) and CEO (Quirk) are independent; all standing committees are fully independent .
- Committee assignment: Member, Compensation Committee; the Committee met 5 times in 2024; committee-level attendance was 93% (aggregate) .
- Board and committee attendance: FCX held 6 board and 16 committee meetings in 2024; all directors attended 100% except two directors at 92% aggregate; the proxy does not identify which directors were below 100% .
- Lead Independent Director structure: Dustan E. McCoy serves as Lead Independent Director with defined responsibilities to ensure strong independent oversight; Adkerson is a non-independent Chairman; roles are separated .
- Engagement: Directors may participate in stockholder engagements; in 2024 the Governance Committee Chair participated in select engagements within FCX’s semiannual outreach program .
Fixed Compensation
| Component | 2024 Amount | 2025 Program Amount | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $130,000 | $135,000 | Grant elected to receive fees in shares (stock in lieu election) |
| Committee Membership Fees | Not disclosed | Not disclosed | FCX program lists Chair retainers only; no meeting fees |
| Committee Chair Fees | N/A for Grant | $25,000 (Compensation Chair; he is not Chair) | Chair fees apply to Chairs only |
| Lead Independent Director Retainer | N/A for Grant | $50,000 | Applies to LID; not Grant |
- 2024 total director compensation for Hugh Grant: Fees earned or paid in cash $130,000; Stock awards $184,555; Total $314,555 .
- Director compensation philosophy: mix of cash and equity; significant portion in common stock to align with long-term stockholder interests; simple and transparent structure .
- Benchmarking and oversight: Compensation Committee oversees director pay; FW Cook provided market review in Dec 2024; increases effective Jan 1, 2025 (cash +$5k to $135k; equity +$5k to $190k) .
- Plan limit: Non-management director annual cap $750,000; under proposed 2025 Plan, cap remains $750,000 with a higher cap of $1,000,000 for LID or non-executive Chair .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|
| RSUs (annual director grant) | June 1, 2024 | 3,500 RSUs | $184,555 (aggregate for RSUs at grant) | Vest on first anniversary of grant | Dividend equivalents accrue and pay at vest |
- Directors do not receive options, PSUs, or AIP performance awards; director equity is time-based RSUs only (no performance metrics tied to director compensation) .
Other Directorships & Interlocks
| Company | Sector | Relationship to FCX | Potential Interlock/Conflict |
|---|---|---|---|
| Linde plc | Industrial gases | Not disclosed by FCX | No related-party transaction disclosed involving Grant |
| PPG Industries, Inc. (former) | Specialty materials | Not disclosed by FCX | Former role; no FCX transaction disclosed |
- FCX’s related party disclosures list one transaction (employment of a family member of an executive) and state no other reportable related-party transactions since Jan 1, 2024; no items related to Hugh Grant are disclosed .
Expertise & Qualifications
- Executive leadership: Former Chairman/CEO of Monsanto; led strategic transition to agriculture biotechnology; recognized for innovation and sustainability leadership .
- Governance and international experience: Prior Independent Lead Director at PPG; extensive managerial, operational, and international distribution expertise .
- Technology and sustainability: Biological systems and technology expertise; private board roles at Invaio Sciences and CIBO Technologies focused on sustainability, agriculture, and climate resilience .
- Education: BSc (Honors) in Molecular Biology & Agricultural Zoology (Glasgow); Postgrad Diploma in Agriculture (Edinburgh); MBA (International Management Centre, Buckingham) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned (not subject to options/vesting) | 25,738 shares | Sole voting and investment power unless otherwise indicated |
| Shares subject to vesting of RSUs (within 60 days) | 13,000 shares | Beneficial ownership includes RSUs vesting within 60 days and termination of deferrals |
| Total beneficial ownership | 38,738 shares | Less than 1% of class (1,436,200,253 shares outstanding) |
| Outstanding RSUs (total, incl. vested but deferred) | 13,000 RSUs (as of 12/31/24) | RSUs vest time-based; some may be deferred |
| Shares pledged | None (company states no executives or directors currently pledge) | |
| Hedging policy | Hedging prohibited for insiders | |
| Director ownership guideline | 5x annual fee; directors must retain 100% of equity awards until guideline met | |
| Compliance status | All non-management directors exceeded target ownership levels as of record date |
Governance Assessment
- Board independence and committee rigor: Grant serves on a fully independent Compensation Committee; committee maintains authority over executive and director pay, engages an independent consultant (FW Cook), and administers clawback policies—positive signal for pay governance .
- Alignment and skin-in-the-game: Grant elected to receive board fees in stock and holds RSUs subject to vesting/deferred delivery; FCX requires directors to retain shares until ownership guidelines are met—alignment with investors .
- Attendance and engagement: FCX’s board and committees were active in 2024; while two directors had 92% aggregate attendance, overall attendance was strong; Compensation Committee held 5 meetings (aggregate committee attendance 93%), indicating engagement on pay matters (individual attendance not disclosed) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Hugh Grant; FCX’s governance requires review and approval of Item 404 transactions—no red flags for Grant .
- Risk indicators and policies: Hedging prohibited; pledging restricted (none currently); equity awards subject to clawback—protective of investor interests .
- RED FLAGS: None disclosed for Hugh Grant (no pledging, no related-party transactions, no chair role-based fee inflation, no performance awards re-pricing) .
Additional context: FCX’s 2024 say‑on‑pay received ~95% support, and committees are fully independent—supportive of board effectiveness and investor confidence .