Marcela Donadio
Director at FCX
Board
About Marcela E. Donadio
Independent director since 2021 (tenure ~3.7 years), age 70; former Partner and Americas Oil & Gas Sector Leader at Ernst & Young LLP with 38+ years in audit/public accounting focused on energy and extractives. She holds a B.S. in Accounting (Louisiana State University) and is a Certified Public Accountant (Texas), and the board has determined she qualifies as an audit committee financial expert and is independent under NYSE standards. Committees: Audit and Governance. Current public boards: Norfolk Southern Corporation and NOV Inc.; prior: Marathon Oil Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Retired Partner; Americas Oil & Gas Sector Leader | 38+ years in audit/public accounting | Led energy-industry audit leadership; extensive public company financial reporting and compliance expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Norfolk Southern Corporation | Director | Current | Notable Class I railroad; committee roles not disclosed in FCX proxy |
| NOV Inc. | Director | Current | Oilfield equipment/services; committee roles not disclosed |
| Marathon Oil Corporation | Director | Former | Prior board experience |
Board Governance
- Committee assignments: Audit (member) and Governance (member) .
- Audit Committee: All members are audit committee financial experts; 5 meetings in 2024; 100% meeting attendance. Chair: John J. Stephens; members include Marcela E. Donadio and Sara Grootwassink Lewis .
- Governance Committee: 2 meetings in 2024; 100% meeting attendance. Chair: Lydia H. Kennard; members include Marcela E. Donadio, Robert W. Dudley, Ryan M. Lance .
- Independence: Board affirmatively determined Ms. Donadio is independent; all standing committees are fully independent; audit and compensation committees meet heightened NYSE/SEC requirements. Donadio is explicitly identified as an audit committee financial expert .
- Attendance: FCX held 6 board and 16 committee meetings in 2024; committees on which Donadio serves recorded 100% meeting attendance. Overall board attendance was 100% for most directors (two at 92%) .
- Lead Independent Director: Dustan E. McCoy; board maintains independent leadership structure with defined responsibilities .
- Director commitment policy: Limits—4 public boards overall; audit committee members limited to 3 audit committees; governance committee affirmed all directors are compliant .
Fixed Compensation
| Component | 2024 Amount | 2025 Program |
|---|---|---|
| Annual cash retainer (non-management director) | $130,000 | Increased to $135,000 effective Jan 1, 2025 |
| Committee chair fees | N/A (not a chair) | Chairs only: Audit $30,000; Compensation $25,000; Governance $25,000; Corporate Responsibility $25,000 |
| Meeting fees | None specified; expenses reimbursed as applicable | None specified; same policy |
| Total fees earned (2024) | $130,000 | — |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| Annual RSU grant (2024) | 3,500 RSUs granted June 1, 2024; grant date fair value $184,555 (valued at closing sale price; rounded to nearest hundred shares) |
| Vesting | RSUs vest on first anniversary of grant date |
| Dividend equivalents | Accrue on RSUs and are paid only upon vesting |
| Equity retainer change (2025) | Annual equity retainer increased from $185,000 to $190,000 beginning in 2025 |
| Outstanding RSUs (12/31/2024) | 13,000 (includes vested but deferred RSUs) |
Other Directorships & Interlocks
- Current public company boards: Norfolk Southern Corporation; NOV Inc. .
- Former public company board: Marathon Oil Corporation .
- Potential interlocks/conflicts: FCX reports related-party transaction review; only disclosed Item 404 transaction relates to an executive’s family member; no director-related party transactions disclosed since Jan 1, 2024 .
Expertise & Qualifications
- Audit and financial reporting expertise; deep regulatory compliance knowledge; extensive experience across domestic and international energy/extractives operations .
- Education: B.S. in Accounting (Louisiana State University); CPA (Texas) .
- Audit committee financial expert designation by the board .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Shares beneficially owned (as of Apr 14, 2025) | 3,800 (not subject to options/RSUs) |
| Shares subject to exercisable options (within 60 days) | 0 |
| Shares subject to vesting of RSUs (within 60 days) | 13,000 |
| Total beneficial ownership | 16,800 (<1% of class) |
| Director stock ownership guideline | 5x annual director fee; all non-management directors exceeded target ownership levels as of record date |
| Hedging/pledging | Hedging prohibited; pledging restricted and none of executives or directors currently pledge FCX securities |
Governance Assessment
- Board effectiveness and oversight: Donadio strengthens financial oversight through Audit Committee service (financial expert) and contributes to board composition and governance through Governance Committee membership; both committees recorded 100% meeting attendance in 2024, supporting high engagement and oversight quality .
- Independence and conflicts: Affirmed independent; no related-party transactions involving directors disclosed; robust director commitment policy and independence standards reduce conflict risk .
- Alignment and incentives: Mix of cash retainer and annual RSUs with one-year vesting and dividend equivalents paid only upon vest aligns director incentives with shareholders; stock ownership guidelines met, with additional safeguards via hedging prohibition and pledge restrictions .
- RED FLAGS: None disclosed in FCX’s latest proxy regarding Donadio—no attendance issues, no related-party transactions, no hedging/pledging, and compliance with director commitment policy .
Overall signal: An independent, financially expert director with strong committee engagement and alignment through equity ownership and governance safeguards; low observable conflict risk in FCX disclosures .