Maree Robertson
Executive Vice President and Chief Financial Officer at FCX
Executive
About Maree Robertson
Maree E. Robertson is Executive Vice President and Chief Financial Officer of Freeport‑McMoRan (FCX), serving as CFO since March 2022 and EVP since July 2024; she is 49 years old as of February 14, 2025 . Prior roles include CFO, Energy & Minerals at Rio Tinto (Sep 2019–Dec 2021) and a 17‑year finance leadership career at BHP across petroleum, potash, and Chile’s Minera Escondida . FCX’s 2024 AIP paid 116.5% of target on financial, operational and ESG metrics, and the 2022–2024 PSU cycle paid 75% of target on three‑year ROI with a negative TSR modifier, evidencing pay‑for‑performance alignment under her tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rio Tinto Group | CFO, Energy & Minerals | 2019–2021 | Senior P&L, capital allocation and portfolio oversight across energy and minerals businesses |
| BHP Group | VP Finance roles (Petroleum USA; Conventional & Potash; Potash Canada; Minera Escondida Ltda.) | ~17 years | Multi‑region finance leadership; operational finance, cost discipline, and project portfolio support |
External Roles
- No external public company directorships disclosed for Ms. Robertson in FCX’s executive officers section (contrast: Ms. Quirk serves on Vulcan Materials’ board) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $520,833 | $637,500 | $660,833 |
| Target Bonus % of Salary | — | — | 150% |
| Target Bonus ($) | — | — | $997,500 |
| Actual AIP Paid ($) | $767,188 | $800,000 | $1,162,088 |
| All Other Compensation ($) | $99,500 | $265,065 | $106,527 |
| Total Reported Compensation ($) | $5,267,351 | $3,748,548 | $4,245,208 |
- 2024 base salary increased 3.9% versus 2023 ($665,000 annual base; compensation table reflects actual paid) .
Performance Compensation
AIP (Annual Incentive Plan) – 2024 Design and Results
| Metric | Weighting | 2024 Weighted Payout as % of Target |
|---|---|---|
| Consolidated Adjusted EBITDA | Part of Financial 30% | 42.2% |
| Copper Sales (bln lbs) | Part of Operational 45% | 20.0% |
| Gold Sales (mm oz) | Part of Operational 45% | 5.0% |
| Consolidated Unit Net Cash Costs ($/lb) | Part of Operational 45% | 10.8% |
| Manyar Smelter Concentrate Feed (000s DMTs) | Part of Operational 45% | 0.0% (fire‑related disruption) |
| Safety – TRIR | Part of ESG 25% | 26.3% |
| Sustainability Scorecard | Part of ESG 25% | 12.3% |
| Formulaic Total | — | 116.5% of target |
- 2024 AIP target for Ms. Robertson: 150% of salary ($997,500); payout curve 50%–175% of target .
LTIP – PSUs (three‑year ROI + relative TSR)
| PSU Cycle | Three‑Year Average ROI | TSR Peer Rank | Payout Modifier | Award % Earned |
|---|---|---|---|---|
| 2022–2024 | 20.84% | 7th | −25% | 75.0% |
- 2024 PSU design: payout 0%–225% based on three‑year average ROI, modified ±25% by relative TSR vs eight‑company mining peer group (Anglo American, Antofagasta, BHP, Glencore, Rio Tinto, Southern Copper, Teck, Vale) .
- ROI payout schedule examples: <6% = 0%; 10–18% = 100%; 35% = 200%; TSR top‑3 adds +25%, bottom‑3 subtracts −25% .
LTIP – RSUs (time‑vested)
| Vesting Date | RSUs (Units) |
|---|---|
| 02/15/2025 | 31,667 |
| 02/15/2026 | 15,499 |
| 02/15/2027 | 7,667 |
- 2024 stock vested for Ms. Robertson: 24,000 shares; value realized $918,000 .
2024 Grants of Plan‑Based Awards (February 6, 2024)
| Instrument | Target/Units | Grant Date Fair Value ($) |
|---|---|---|
| AIP Target | $997,500 | — |
| PSUs | Target 32,000; Threshold 8,000; Max 72,000 | $1,387,520 |
| RSUs | 23,000 | $923,910 |
- 2025 awards approved (February 2025): PSUs 41,000; RSUs 28,000 for Ms. Robertson (targets), with PSU max up to 225% .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially Owned Shares | 42,053 |
| Shares subject to options (exercisable) | None disclosed for Ms. Robertson |
| Shares subject to vesting of RSUs within 60 days | — (not listed for Ms. Robertson) |
| Unvested RSUs (not vesting within 60 days) | 51,166 |
| Unvested PSUs (target level) | 94,500 |
| Ownership as % of class | <1% (based on 1,436,200,253 shares outstanding) |
| Ownership guideline requirement | 3x base salary for other executive officers |
| Actual ownership level (as of 12/31/2024; 3‑yr avg price) | 4x base salary (Robertson exceeds requirement) |
| Hedging policy | Prohibited for executives/directors |
| Pledging policy | Restricted; none of the executive officers currently pledge FCX securities |
Employment Terms
- Role and tenure: CFO since March 2022; EVP since July 2024; age 49 .
- Employment agreement: Only FCX’s CEO has a contract; other executive officers (including Ms. Robertson) are covered by FCX’s Executive Change‑in‑Control (CIC) Severance Plan .
- CIC severance economics (double‑trigger): For Ms. Robertson, 2x base salary + three‑year average bonus; pro‑rated bonus based on average bonus; 18 months health benefit continuation; cash severance only if actual/constructive termination within the protection window; equity acceleration only upon termination within one year post‑CIC .
- Clawbacks: Incentive compensation recovery for restatements, Dodd‑Frank‑mandated policy adopted Oct 2023; equity awards subject to three‑year restatement‑related clawback where responsible .
- Nonqualified Deferred Compensation: 2024 contributions $10,042 (exec) and $51,081 (registrant); 2024 aggregate earnings $8,296; year‑end balance $142,192 .
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Lump Sum Payment ($) | RSUs Accelerated ($) | Dividends on RSUs ($) | PSUs Accelerated ($) | Dividends on PSUs ($) | Health/Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Retirement | — | 1,205,879 | 43,100 | — | — | — | 1,248,979 |
| Disability | — | 1,205,879 | 43,100 | — | — | — | 1,248,979 |
| Death | — | 2,088,041 | 61,700 | 2,037,280 | 45,000 | — | 4,232,021 |
| Qualifying Termination after CIC | 3,680,782 | 2,088,041 | 61,700 | 2,037,280 | 45,000 | 62,685 | 7,975,488 |
Notes: RSU/PSU values determined using 12/31/2024 close ($38.08). Equity acceleration requires termination without cause or for good reason within one year after a change in control .
Investment Implications
- Pay‑for‑performance alignment: 2024 AIP paid 116.5% of target on EBITDA, volumes, unit cash costs, safety, and sustainability metrics; the 2022–2024 PSU cycle paid 75% on target ROI with negative TSR positioning, aligning realized pay with cash flow generation and relative shareholder returns .
- Retention risk and insider supply windows: Unvested RSUs (51,166) and PSU targets (94,500) create multi‑year vesting over 2025–2027; RSU tranches vest 2/15/2025, 2/15/2026, 2/15/2027, potentially increasing Form 4 activity around those dates; hedging prohibited, pledging restricted, and ownership guidelines require 3x salary (Robertson at 4x), supporting alignment while limiting leverage‑based selling pressure .
- Change‑in‑control economics and governance: CIC severance of 2x salary+avg bonus with double‑trigger equity acceleration caps windfalls and promotes continuity; no tax gross‑ups; options cannot be repriced; comprehensive clawback policies reduce governance risk .
- Benchmarking and say‑on‑pay: Compensation is benchmarked using S&P 250 and an industrial reference group to calibrate pay levels; ~95% support on 2024 say‑on‑pay indicates investor acceptance of design and outcomes .
- Performance levers to monitor: PSU ROI/TSR construct (0%–225% with ±25% TSR modifier) makes realized equity pay sensitive to copper prices, cost discipline, and relative performance vs mining peers; Manyar smelter ramp challenges (2024 fire) contributed zero payout on that metric, highlighting operational execution risks in Indonesia critical to future incentive outcomes .