John Stephens
Director at FCX
Board
About John J. Stephens
Independent director since 2019; age 65. Former Senior Executive Vice President and Chief Financial Officer of AT&T Inc., bringing 35+ years of accounting, corporate finance, tax, audit, treasury, investor relations, and regulatory reporting expertise; holds a B.S.B.A. in Accounting (Rockhurst University) and J.D. (St. Louis University School of Law). Serves as Audit Committee Chair at FCX and is designated an SEC “audit committee financial expert” by the Board, underscoring deep oversight capabilities in internal control over financial reporting and cybersecurity risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior EVP & CFO (Retired) | Not disclosed | Senior leadership spanning finance, accounting policy, audit, tax, treasury, investor relations, and major transactions |
| Large private food retailer (unnamed) | Audit Committee Chair | Not disclosed | Oversight of enterprise risk management as Audit Chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solid Power, Inc. | Chairperson | Current | Board leadership at a public company; no FCX conflict disclosed |
Board Governance
- Committee assignments: Audit (Chair); all Audit members are “financial experts.” Responsibilities include internal control over financial reporting, financial statement integrity, compliance, auditor independence/performance, and IT/cybersecurity risk oversight .
- Independence: Board determined Stephens is independent under NYSE standards; all standing committees are fully independent; heightened independence requirements met for Audit and Compensation .
- Attendance: Audit Committee held 5 meetings in 2024, with 100% attendance (committee-level). Companywide, six Board meetings and 16 committee meetings were held; all directors attended 100% of meetings except for two directors (92%)—specific names not disclosed .
- Years of service on FCX Board: ~5.5 years (Director since 2019) .
- Engagement: Directors participate in periodic stockholder outreach; governance chair participated in select engagements in 2024; ~45% of outstanding shares engaged by management across the year .
Fixed Compensation
| Component | 2024 Amount | 2025 Program Detail |
|---|---|---|
| Annual cash retainer (non-management directors) | $130,000 | $135,000 (effective 1/1/2025) |
| Audit Committee Chair retainer | $30,000 | $30,000 |
| Fees earned (Stephens) | $160,000 (portion elected in shares) | n/a |
| Meeting fees | None disclosed; reasonable expenses reimbursed | None disclosed; reasonable expenses reimbursed |
| Compensation consultant for director pay | FW Cook (independent); program reviewed vs S&P 250 and industrial peers; increased equity retainer and cash retainer by $5,000 each for 2025 |
Notes:
- Directors may elect to take cash fees in stock and/or defer fees with interest at JPMorgan prime; Stephens elected to receive shares in lieu of all or a portion of fees in 2024 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting | Program Changes |
|---|---|---|---|---|---|
| Annual RSUs (Stephens) | Jun 1, 2024 | 3,500 | $184,555 | RSUs vest on first anniversary; dividend equivalents accrue and pay at vest | 2025 annual equity retainer increased to $190,000, RSU-based |
| Outstanding RSUs (Stephens, 12/31/2024) | n/a | 13,000 | n/a | Mix includes vested but deferred RSUs | n/a |
- Director awards are time-based RSUs; no PSUs/options are part of the director program (company ceased granting options broadly since 2021) .
- Clawback: Time- and performance-based equity awards are subject to clawback under certain circumstances per stock incentive plans and NYSE policy adoption; applicable to director RSUs issued under company plans .
Other Directorships & Interlocks
| Company | Relationship to FCX | Potential Interlock/Conflict |
|---|---|---|
| Solid Power, Inc. (Chairperson) | No FCX customer/supplier relationship disclosed | None disclosed in FCX filings |
Expertise & Qualifications
- Audit/finance: 35+ years spanning accounting policy, audit oversight, tax, treasury, investor relations; designated audit committee financial expert .
- Strategic transactions and ERM: Experience with mergers/acquisitions and enterprise risk oversight .
- Education: B.S.B.A. Accounting (Rockhurst University); J.D. (St. Louis University) .
Equity Ownership
| Holder | Direct Shares (not subject to options/RSU vesting) | Shares Subject to Vesting of RSUs (within 60 days) | Exercisable Options | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| John J. Stephens | 93,721 | 13,000 | 0 | 106,721 | <1% (based on 1,436,200,253 shares) |
- Unvested holdings beyond 60 days: none disclosed for Stephens in the supplemental table; outstanding RSUs and PSUs listed for executives (not applicable to Stephens) .
- Ownership guidelines: Directors must hold stock equal to 5x annual fee; retain 100% of shares from equity awards until target met; as of record date, all non-management directors exceeded target ownership levels .
- Hedging/pledging: Prohibited for hedging; pledging limited (no margin, pre-notification, capacity test); none of executives or directors currently pledge FCX stock .
Governance Assessment
- Strengths
- Independent Audit Chair with SEC “financial expert” designation; 100% audit attendance; robust audit charter covering IT/cybersecurity oversight .
- Transparent director pay program with simple cash + RSU mix; modest 2025 increases to maintain market competitiveness; independent consultant (FW Cook) vetted for conflicts .
- Strong ownership alignment: 5x fee guideline, full retention until compliance; no hedging and no pledging by directors; RSU awards subject to clawback .
- Shareholder confidence signals: ~95% say‑on‑pay support in 2024; active engagement across ~45% of outstanding shares .
- Watch items / potential risks
- General attendance disclosure notes two directors at 92% aggregate attendance (names not specified); continue to monitor full Board attendance trends .
- External chair role at Solid Power increases time commitments; FCX policy limits total boards to four and audit committee service to three—Board confirms compliance in annual commitment review .
- Related-party/other red flags
- No related‑party transactions disclosed involving Stephens; only disclosure relates to a family member of an FCX executive in supply chain; none for directors .