Robert Dudley
Director at FCX
Board
About Robert W. Dudley
Robert W. Dudley (age 69) is an independent director of Freeport-McMoRan Inc. (FCX) since 2021, with four years of board tenure as of the 2025 proxy and a background as the retired Group Chief Executive of BP p.l.c. . His education includes a B.S. in Chemical Engineering (University of Illinois), an MIM (Thunderbird School of Global Management), and an MBA (Southern Methodist University), and he brings deep extractives industry experience, cybersecurity oversight, and sustainability leadership credentials to FCX’s board .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| BP p.l.c. | Retired Group Chief Executive | Led decarbonization plans and key sustainability initiatives; executive and strategic leadership in extractives industry |
External Roles
| Organization | Role | Notes |
|---|---|---|
| LyondellBasell Industries N.V. | Director | Current public company directorship |
| Saudi Aramco | Director | Current public company directorship |
| Axio (cyber risk SaaS) | Chairman of the Board | Cyber risk management and quantification solutions |
| 8 Rivers Capital LLC | Director | Sustainable, infrastructure-scale technologies for energy transition |
| Prism Global Management LLC | Chairman | Private equity company |
| Oil & Gas Climate Initiative | Chairman | Chairs industry group aiming to reduce GHG emissions |
| Accenture Global Energy Board | Chair | Advisory leadership |
| Royal Academy of Engineering | Fellow | Industry recognition |
Board Governance
- Independence: The board affirms Dudley is independent; FCX’s board has 10 of 12 independent directors, and all standing committees are fully independent .
- Committee assignments: Governance Committee member and Corporate Responsibility Committee member (not a chair) .
- Attendance and engagement: In 2024 FCX held 6 board and 16 committee meetings; overall, directors had 100% board meeting attendance and near-full committee attendance (two directors at 92% aggregate). Corporate Responsibility met 4 times (93% committee attendance overall) and Governance met 2 times (100% committee attendance overall) .
- Board leadership: Non-independent Chair (Richard C. Adkerson) with a Lead Independent Director (Dustan E. McCoy) providing independent oversight, executive sessions, agenda control, and stockholder engagement liaison responsibilities .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (board member) | $130,000 | $135,000 |
| Committee chair retainers (if applicable) | Not applicable to Dudley; Governance Chair ($25,000) and Corporate Responsibility Chair ($25,000) are held by others | |
| Lead Independent Director retainer | Not applicable to Dudley; $50,000 (position held by McCoy) | |
| Dudley’s actual 2024 director pay – Cash | $130,000 | — |
| Dudley’s actual 2024 director pay – Stock awards (RSUs) | $184,555 (3,500 RSUs) | — |
| Dudley’s total 2024 director compensation | $314,555 | — |
Notes:
- Non-management directors received RSUs annually (3,500 RSUs on June 1, 2024; vest on first anniversary; dividend equivalents accrue and are paid upon vesting) .
- Equity retainer increased from $185,000 (2024) to $190,000 (2025) to maintain competitiveness; cash retainer increased from $130,000 (2024) to $135,000 (2025) .
Performance Compensation
| Award | Grant Date | Shares/Units | Vesting/Performance | Value Basis |
|---|---|---|---|---|
| Director RSU retainer (time-based) | 2024-06-01 | 3,500 RSUs | Time-based; vest 1 year from grant | $184,555 aggregate grant date fair value (Dudley) |
| Director RSU retainer (time-based) | 2025-06-01 | 4,900 RSUs | Time-based; reflected in Form 4 beneficial ownership |
Company-wide incentive metrics overseen by the board and its committees (for executive pay alignment and performance governance):
| Program | Metric(s) | Weight | 2024 Outcome |
|---|---|---|---|
| Annual Incentive Program (AIP) | Financial: Consolidated Adjusted EBITDA | 30% | Weighted payout contribution 42.2% |
| Operational: Copper sales; Gold sales; Consolidated unit net cash costs; Manyar smelter concentrate feed | 45% | Weighted contributions: 20.0%, 5.0%, 10.8%, 0.0% (fire-related repair delay) | |
| ESG: Safety – TRIR; Sustainability scorecard | 25% | Weighted contributions: 26.3%, 12.3%; total AIP payout 116.5% of target | |
| Long-Term Incentive (PSUs) | Three-year average ROI (target/payout scale) with TSR modifier vs 8-company peer group | PSU payout 0–225%; TSR modifier ±25% | 2022–2024 PSU payout certified at 75.0% of target (ROI achieved; TSR rank 7th reduced payout by 25%) |
ROI payout scale and TSR modifier used for PSU design:
| Three-Year Average ROI | Target PSU Payout |
|---|---|
| <6% | 0% |
| 6% | 50% |
| 8.4% | 80% |
| 10–18% | 100% |
| 21.4% | 120% |
| 35% | 200% |
| FCX TSR Rank (vs peer group) | Impact on payout |
|---|---|
| 1–3 | +25% |
| 4–6 | No change |
| 7–9 | −25% |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| LyondellBasell Industries N.V. | Director | Public boards; no FCX-related related-party transactions disclosed |
| Saudi Aramco | Director | Public boards; independence affirmed via annual governance review |
| OGCI (industry consortium) | Chairman | Sector decarbonization leadership; not a related-party transaction |
| Axio; 8 Rivers; Prism Global | Chairman/Director | Private entities; not disclosed as related-party transactions at FCX |
Expertise & Qualifications
- 40+ years executive/operational experience across engineering, commercial, strategic, and international roles; significant sustainability and decarbonization leadership .
- Cybersecurity oversight experience; Chairman of Axio (cyber risk quantification) .
- Global energy and climate policy engagement (OGCI Chairman; Accenture Global Energy Board Chair) .
- Advanced technical and management education (University of Illinois, Thunderbird, SMU) .
Equity Ownership
| Holder | Direct/Common Shares (not subject to options/RSUs) | Shares Subject to Vesting of RSUs (within 60 days) | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Robert W. Dudley | 14,000 | 3,500 | 17,500 | <1% (of 1,436,200,253 shares outstanding) |
Additional ownership alignment and policies:
- Director Stock Ownership Guidelines: Minimum 5× annual fee; non-management directors must retain 100% of shares from equity awards until target ownership is met; as of record date, all non-management directors exceeded target levels .
- Hedging/Pledging: Hedging prohibited; pledging restricted and not counted toward ownership guidelines; none of FCX’s executives or directors currently pledge FCX securities .
Insider Trades
| Filing Date | Trade Date | Form | Instrument | Shares/Units | Note |
|---|---|---|---|---|---|
| 2025-06-03 | 2025-06-01 | Form 4 | RSU grant (A – Award) | 4,900 | Beneficial ownership includes 4,900 RSUs |
| 2024-06-04 | 2024-06-01 | Form 4 | RSU grant (A – Award) | 3,500 | Annual director RSU grant |
| 2023-06-02 | 2023-06-01 | Form 4 | RSU grant (A – Award) | 5,000 | Annual director RSU grant (beneficial ownership disclosure) |
Governance Assessment
- Board effectiveness: Dudley serves on Governance and Corporate Responsibility committees, aligning his global energy, sustainability, and cybersecurity expertise with FCX’s key oversight areas (governance, ESG, risk), and operates within a highly independent board and committee structure—positive for investor confidence .
- Independence and conflicts: The governance committee annually vets independence and potential conflicts; no related-party transactions disclosed involving Dudley for the period; hedging is prohibited and pledging is not used—reducing alignment and reputation risk .
- Compensation alignment: Director pay mix is balanced and equity-heavy (time-based RSUs), with strong plan governance (no option repricing, clawbacks, no single-trigger vesting, capped director comp) and increased retainers modestly to maintain competitiveness—signals disciplined compensation oversight .
- Shareholder signals: FCX’s say‑on‑pay support was ~95% in 2024; stock ownership guidelines exceeded by all non‑management directors—indicates broad investor and board alignment .
RED FLAGS
- None disclosed specific to Dudley: no Item 404 related‑party transactions, no hedging or pledging, and full independence affirmed. Monitor external time commitments given multiple significant roles, though FCX’s director commitment policy limits total board seats and annual reviews confirmed compliance across directors .