Lydia Kennard
Director at FCX
Board
About Lydia H. Kennard
Independent director of Freeport-McMoRan Inc. since 2013 (11.3 years of service) and currently Chair of the Governance Committee and member of the Corporate Responsibility Committee; age 70. She is President and CEO of KDG Construction Consulting and Quality Engineering Solutions, bringing 40+ years of executive and operational experience in aviation, construction management, and real estate development. Education: B.A. in Urban Planning and Management (Stanford), Master in City Planning (MIT), and J.D. (Harvard Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KDG Construction Consulting | President & CEO | Not disclosed | Executive leadership in construction consulting |
| Quality Engineering Solutions | President & CEO | Not disclosed | Executive leadership in engineering services |
| California Air Resources Board | Environmental management involvement | Not disclosed | Experience in environmental management and pollution control |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Prologis, Inc. | Director | Current | Public company board experience |
| Vulcan Materials Company | Director | Current | Public company board experience |
| Healthpeak Properties, Inc. | Director | Former | Prior public company board service |
| AECOM | Director | Former | Prior public company board service |
Board Governance
- Independence: Board has affirmatively determined Kennard is independent per NYSE standards; all standing committees are fully independent .
- Committee assignments: Governance (Chair) and Corporate Responsibility (member) .
- Board leadership: Lead Independent Director is Dustan E. McCoy; FCX separates CEO and Chairman roles (non-independent Chairman) .
- Engagement: Kennard attended the 2024 annual meeting (virtual); board held 6 meetings and 16 committee meetings in 2024 .
- Executive sessions and evaluations: Regular executive sessions and annual evaluations; governance chair co-led 1:1 director evaluations in 2024 .
| Governance Item | Detail | Source |
|---|---|---|
| Governance Committee | Chair; 2024 meetings: 2; committee attendance: 100% (committee-level) | |
| Corporate Responsibility Committee | Member; 2024 meetings: 4; committee attendance: 93% (committee-level) | |
| Board meeting attendance (2024) | All directors 100% except two at 92% (names not disclosed) | |
| Annual meeting attendance (2024) | Kennard attended (virtual) | |
| Independence status | Independent director |
Fixed Compensation
| Year | Cash Retainer (Board) | Chair Fee (Governance) | Total Fees Earned (Kennard) |
|---|---|---|---|
| 2024 | $130,000 | $25,000 | $155,000 |
| 2025 | $135,000 (retainer increased) | $25,000 | Not disclosed |
- Director compensation philosophy emphasizes simple, transparent mix and alignment via equity .
- Directors may elect to receive fees in stock or defer fees; deferred amounts accrue interest at JPMorgan prime rate (compounded quarterly) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSUs | Jun 1, 2024 | 3,500 RSUs | $184,555 (Kennard’s stock awards total) | RSUs vest on first anniversary of grant | Accrued; paid only upon vesting |
| Annual Equity Retainer (Program Level) | 2024 | $185,000 | Determined by stock price; rounded to nearest 100 shares | One-year vest | Accrue until vest |
| Annual Equity Retainer (Program Level) | 2025 | $190,000 (increase approved) | Not yet granted as of proxy; non-management directors to receive on Jun 1, 2025 | Program unchanged | Program unchanged |
FCX does not grant options to directors under current program; director equity is time-based RSUs (no performance metrics tied to director awards) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Consideration |
|---|---|---|
| Prologis, Inc. | Industrial REIT | No disclosed FCX transactions; general governance/network benefits |
| Vulcan Materials Company | Construction materials | Adjacent extractives; no disclosed related-party transactions with FCX |
| Healthpeak Properties, Inc. | Healthcare REIT | Former role; no disclosed FCX transactions |
| AECOM | Engineering/Construction | Former role; no disclosed FCX transactions |
- Related-party review: FCX discloses one Item 404 transaction (employee related to an executive); no related-party transactions involving Kennard reported since Jan 1, 2024 .
Expertise & Qualifications
- 40+ years of executive and operational experience in aviation, construction management, and real estate development .
- Corporate governance depth; named among Board Prospects’ 100 Black Board Members Making a Difference .
- Environmental management expertise via prior involvement with California Air Resources Board .
- Education: B.A. (Stanford), MCP (MIT), J.D. (Harvard) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares owned (not subject to options/vesting) | 115,300 shares |
| Shares subject to vesting of RSUs (within 60 days) | 3,500 shares |
| Total beneficially owned | 118,800 shares (<1% of class) |
| RSUs outstanding (total held as of Dec 31, 2024) | 3,500 RSUs |
| Hedging policy | Hedging prohibited for directors |
| Pledging policy | Pledging restricted; none currently pledge |
| Director ownership guideline | 5x annual Board fee (value based on 3-year trailing avg price) |
| Guideline compliance | As of record date, all non-management directors exceed target ownership levels |
Governance Assessment
- Board effectiveness: Kennard’s dual role as Governance Committee Chair and Corporate Responsibility Committee member positions her at the center of board composition, succession, governance policy oversight, and E&S risk supervision—key areas for FCX’s operational and social license in mining .
- Independence & commitment: Independent status affirmed; director commitment policy limits to 4 public boards—Kennard serves on 3, within policy, reducing overboarding risk .
- Attendance & engagement: Committee-level attendance in her committees was strong at the board level (Gov: 100%; Corporate Responsibility: 93%); she attended the 2024 annual meeting, indicating engagement. Individual attendance rates are not disclosed beyond board-level data .
- Alignment & incentives: Director pay balanced with cash retainer ($155k total fees for 2024) and time-based RSUs ($184,555 grant value), with stock ownership guidelines and hedging/pledging limits; all non-management directors meet guidelines—positive alignment .
- Compensation structure signals: Modest 2025 increases to director cash and equity retainers ($135k cash; $190k equity) after FW Cook market review; remains within shareholder-approved limits and includes clawback provisions for awards—no pay inflation red flags .
- Conflicts & related parties: No related-party transactions disclosed involving Kennard; FCX’s policy requires audit committee review of Item 404 transactions—mitigating conflict risk .
- Say-on-pay & investor sentiment: ~95% approval on 2024 say-on-pay, suggesting broad investor confidence in FCX’s compensation and governance practices (board-level signal) .
RED FLAGS: None disclosed specific to Kennard. No hedging/pledging, no related-party transactions, within director commitment limits, and strong governance roles .