Kathleen Quirk
About Kathleen Quirk
Kathleen L. Quirk is President and Chief Executive Officer of Freeport-McMoRan (FCX) and has served on FCX’s board since 2023; she is 61 and holds a B.S. in Accounting from Louisiana State University. She became CEO on June 11, 2024 after more than 30 years with FCX, including prior service as Chief Financial Officer and President; she is also a member of The Business Council and Business Roundtable . FCX’s 2024 operating and financial performance improved versus 2023 with revenues, adjusted EBITDA, and operating cash flows exceeding prior year; cumulative shareholder returns slightly exceeded the peer average, and 2024 AIP paid 116.5% of target, while 2022–2024 PSUs paid 75% of target due to TSR rank 7th of 9 peers (−25% modifier) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freeport-McMoRan | Chief Financial Officer; President | — | Deep experience in capital markets, tax, treasury, stakeholder relations; key contributor to FCX strategic planning and execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vulcan Materials Company | Director | — | Public company board experience; complements industrial and sustainability oversight . |
| The Business Council; Business Roundtable | Member | — | Senior executive policy forums; enhances strategic network and external stakeholder engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,025,000 | $1,236,583 (blended; increased to $1.4M upon CEO transition) |
| Target Annual Incentive (% of Salary) | 150% | 150% | 150% (applied to new base post 6/11/24) |
| Target LTIP Grant-Date Value ($) | — | — | $11,000,000 (annualized) with 75% PSUs / 25% RSUs post-transition; blended LTIP $9,550,410 |
| Total Target Direct Compensation ($) | — | $10,300,000 | $14,500,000 annualized; $12,641,337 blended |
| 2025 Target Direct Compensation ($) | — | — | Increased 4.5% to $15,150,000 via +$650,000 LTIP target |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and outcome
| Category | Metric | Weight | Target | Actual | Weighted Payout Contribution | Vesting/Payment |
|---|---|---|---|---|---|---|
| Financial | Consolidated Adjusted EBITDA ($B) | 30% | — | — | 42.2% of target contribution | Cash paid; total AIP payout 116.5% of target |
| Operational | Copper Sales (Bn lbs) | 45% (multi-metric) | — | — | 20.0% | Paid per AIP terms |
| Operational | Gold Sales (MM oz) | 45% (multi-metric) | — | — | 5.0% | Paid per AIP terms |
| Operational | Consolidated Unit Net Cash Costs ($/lb) | 45% (multi-metric) | — | — | 10.8% | Paid per AIP terms |
| Operational | Manyar Smelter Concentrate Feed (000s DMTs) | 45% (multi-metric) | — | — | 0.0% (fire-related delays) | Paid per AIP terms |
| ESG | Safety – TRIR | 25% (ESG block) | — | — | 26.3% | Paid per AIP terms |
| ESG | Sustainability Scorecard | 25% (ESG block) | — | — | 12.3% | Paid per AIP terms |
Notes: Targets are established annually by the Compensation Committee; numeric targets not disclosed in proxy. AIP payouts range from 50% to 175% of target; 2024 outcome was 116.5% of target .
Long-Term Incentive Program (LTIP) – PSUs and RSUs
| Component | Metric | Weight | Target/Payout Mechanics | Vesting |
|---|---|---|---|---|
| PSUs | Three-year average ROI | 75% of CEO LTIP (post-6/11/24) | Sliding scale: <6% ROI = 0%; 10–18% = 100%; 35% = 200%; TSR modifier ±25% based on rank among 8 mining peers | At end of 3-year period; payout 0–225% of target; 2022–2024 PSU certified at 75% due to TSR rank 7th |
| RSUs | Time-based | 25% of CEO LTIP (post-6/11/24) | Fixed grant; ratable vesting | Vests ratably over 3 years from grant |
2024 Grants to Ms. Quirk
| Award Type | Grant Date | Target Shares | Max Shares | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 02/06/2024 | 115,500 | 259,875 | $5,008,080 |
| PSUs (Promotion) | 06/11/2024 | 26,000 | 58,500 | $1,384,760 |
| RSUs | 02/06/2024 | 67,000 | — | $2,691,390 |
| RSUs (Promotion) | 06/11/2024 | 9,000 | — | $444,060 |
Multi-Year Compensation (SCT Actuals)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,000,000 | $1,025,000 | $1,236,583 |
| Stock Awards ($) | $7,468,640 | $7,703,915 | $9,528,290 |
| Non-Equity Incentive ($) | $1,473,000 | $1,545,000 | $2,160,311 |
| Change in Pension/NQDC ($) | $20,126 | $153,938 | $187,512 |
| All Other Compensation ($) | $157,480 | $148,559 | $173,388 |
| Total ($) | $10,119,246 | $10,576,412 | $13,286,084 |
Perquisites detail (2024): financial/tax advice $2,053; disability insurance $9,516; plan contributions $151,443 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,004,800 shares not subject to options/near-term RSU vesting; 876,500 shares subject to exercisable options; total 2,881,300 shares; <1% of 1,436,200,253 shares outstanding . |
| Unvested (not in 60-day window) | 148,166 RSUs; 473,500 PSUs (target) . |
| RSU Vesting Schedule | 68,167 (02/15/2025); 45,833 (02/15/2026); 25,333 (02/15/2027) . |
| Outstanding Options | 257,000 @ $15.52 exp. 02/07/2027; 127,500 @ $18.74 exp. 02/06/2028; 197,500 @ $11.87 exp. 02/05/2029; 210,500 @ $12.04 exp. 02/04/2030; 84,000 @ $28.14 exp. 02/02/2031; exercisable totals shown . |
| 2024 Exercises/Vesting | Options exercised: 220,000; value realized $2,032,800. Stock awards vested: 202,377; value realized $8,021,964 . |
| Ownership Guidelines | CEO must hold ≥6x base salary; Ms. Quirk at 59x salary as of 12/31/2024; retain 50% of net after-tax shares until compliant . |
| Hedging/Pledging | Hedging prohibited; pledging limited with preclearance; none of executives/directors pledge currently . |
| Valuation Reference | RSU/PSU market values referenced at $38.08 closing price on 12/31/2024 . |
Alignment assessment: Equity-heavy mix (90% variable at CEO target post-transition; 71% tied to measurable performance objectives), robust ownership and clawback policies support long-term alignment .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Amended & Restated Executive Employment Agreement effective through 12/31/2027; auto-renews annually unless notice given . |
| Severance (no CIC) | 2x base salary + average annual incentive (prior 3 years), pro-rata annual incentive for year of termination, 2 years benefit continuation, accelerate outstanding stock options and RSUs; PSUs retained to vest based on company performance . |
| Change-in-Control (CIC) | Double-trigger required; multiple remains 3x (base + average bonus), protection period reduced to 2 years (limited pre-CIC period included); pro-rated bonus based on 3-year average; benefit continuation period reduced to 2 years . |
| Non-Compete | Extended to 18 months post-termination under new agreement . |
| Clawbacks | Dodd-Frank/NYSE clawback policy; equity awards subject to clawback upon restatement within 3 years; misconduct-based clawbacks and no-fault listing-standard recovery . |
| Tax Gross-Ups | None provided to executive officers . |
| Equity Acceleration in CIC | Equity accelerates only if termination within one year following CIC (double-trigger) . |
Board Governance
- Board Service: Director since 2023; currently serves as CEO and director; not independent per NYSE standards; executive directors receive no director compensation .
- Committees: None; all standing committees (Audit, Compensation, Governance, Corporate Responsibility) are fully independent; Lead Independent Director role in place given non-independent Chair .
- Leadership Structure: Roles of CEO (Quirk) and Chair (Adkerson) are separated; Chair is non-independent; Lead Independent Director (McCoy) appointed with defined responsibilities .
- Attendance: In 2024, the board held 6 meetings and 16 committee meetings; all directors attended 100% except two at 92%; Ms. Quirk attended the 2024 annual meeting .
Dual-role implications: Separation of CEO/Chair mitigates concentration of power; independent committees and Lead Independent Director provide oversight; Ms. Quirk’s non-independence is standard for sitting CEOs; she receives no director-specific pay, reducing compensation complexity concerns .
Director Compensation (for context; executive directors excluded)
- Non-management director cash retainer increased from $130,000 to $135,000 in 2025; equity retainer increased from $185,000 to $190,000; committee chair/lead director retainers apply; annual grants of RSUs vest in one year .
- Executive directors (Adkerson, Quirk) do not receive director compensation .
Compensation Peer Group and Say-on-Pay
- PSU TSR peer group: Anglo American, Antofagasta, BHP, Glencore, Rio Tinto, Southern Copper, Teck Resources, Vale .
- Compensation market references: S&P 250 and an “Industrial Reference Group” of 25 comparable companies used for pay benchmarking; independent consultant FW Cook engaged .
- Say-on-Pay: ~95% support at 2024 annual meeting; ongoing investor engagement covers ~45% of shares .
Performance & Track Record
- 2024 operating highlights include safety at best since 2015, meeting copper sales guidance, strong underground performance in Indonesia, and progress on innovation and smelter repairs; financial highlights include $7.2B operating cash flow, net debt ~$1.1B (ex-PTFI downstream facilities), and shareholder returns in line with policy .
- 2022–2024 PSU payout at 75% reflects ROI achievement with TSR rank 7th vs peers; AIP outcome at 116.5% signals balanced delivery across financial, operational, and ESG goals .
Risk Indicators & Red Flags
- Hedging prohibited; pledging constrained and none currently pledge; no tax gross-ups; double-trigger CIC vesting; clawback policies robust .
- Related party transactions minimal and monitored by Audit Committee; no Quirk-specific related-party items disclosed .
- Option repricing: none; equity grant timing policies structured; no options granted since 2021 .
Compensation Committee Analysis
- Committee (Chair David Abney; members Hugh Grant, Dustan McCoy) oversees executive pay, human capital policies, incentive plan administration, and clawback policies; uses independent consultant FW Cook and has sole authority on executive compensation .
- Program emphasizes pay-for-performance with caps and diversified metrics to mitigate risk .
Ownership and Incentive Supply Overhang (Trading Signals)
| Upcoming Vests & Overhang | Details |
|---|---|
| RSU Vesting | 68,167 (Feb 15, 2025); 45,833 (Feb 15, 2026); 25,333 (Feb 15, 2027) – potential near-term supply from time-based vesting . |
| PSU Cliff | 2023–2025 and 2024–2026 cycles outstanding (target 106,000 and 141,500 incl. promotion in 2024); payout 0–225% based on ROI and TSR; settlement post-period end (Dec 31, 2025 and 2026) . |
| Options Outstanding | Deep ITM tranches with expirations 2027–2031; 2024 exercises of 220,000 suggest periodic monetization but aggregate option overhang declines as no new options since 2021 . |
Investment Implications
- Alignment: High variable pay weighting (90% variable; 71% performance-based) with rigorous PSU ROI targets and TSR modifiers, strong ownership (59x salary), and robust clawback/anti-hedging policies support long-term alignment; executive directors receive no board pay .
- Retention Risk: Time-based RSUs and multi-year PSUs provide retention hooks; severance economics calibrated to market (2x without CIC; 3x with CIC; double-trigger; 18-month non-compete), lowering abrupt departure risk while preserving discipline .
- Near-Term Selling Pressure: Scheduled RSU vests and historically meaningful option exercises (220,000 in 2024) can create episodic supply; however, retention/holding requirements and no pledging mitigate overhang optics .
- Performance Orientation: AIP balanced across cash flow (Adjusted EBITDA), production (copper/gold sales, unit costs), and ESG; 2024 payout at 116.5% reflects execution against disclosed plan; PSU payout at 75% underscores cyclicality and relative TSR headwinds vs global miners .
- Governance: Separation of CEO and non-independent Chair with strong Lead Independent Director and fully independent committees provides oversight of dual-role concerns; high say-on-pay support (~95%) signals investor endorsement of program design .