Ryan Lance

About Ryan M. Lance

Ryan M. Lance (age 62) is an independent director of Freeport‑McMoRan Inc. (FCX), serving since 2021. He is Chairman and Chief Executive Officer of ConocoPhillips and serves on FCX’s Governance and Corporate Responsibility committees. He was determined independent under NYSE standards by FCX’s board. He attended FCX’s 2024 annual meeting of stockholders.

Past Roles

(No additional past roles disclosed in FCX’s proxy beyond those listed under External Roles.)

External Roles

Board Governance

• Committee assignments: Member, Governance Committee; Member, Corporate Responsibility Committee
• Committee activity context (committee-level disclosure):
  • Governance: 2 meetings in 2024; 100% committee attendance
  • Corporate Responsibility: 4 meetings in 2024; 93% committee attendance
• Independence: The board affirmed all directors other than the Chair (Adkerson) and CEO (Quirk) are independent; Lance is independent under NYSE and FCX standards
• Board/committee attendance: In 2024 the board held 6 meetings and 16 committee meetings; all directors attended 100% of their meetings except two who attended 92%; Lance attended the 2024 annual meeting
• Election support (2025 AGM): Votes For 1,108,340,803; Against 9,621,414; Abstentions 984,812 for Lance’s nomination—indicative of strong investor support

Fixed Compensation (Director)

Key program mechanics:

• Directors may elect to receive all/portion of annual fee in FCX common stock; deferrals accrue interest at JPMorgan prime (compounded quarterly)
• RSUs accrue dividend equivalents but pay only upon vesting; one share per RSU at vest
• Stockholder‑approved annual director cap: $750k (cash+equity+other), increased to $1,000k for Lead Independent Director or non‑executive Chair under 2025 Plan

Performance Compensation

• FCX non‑management director equity is time‑based RSUs; no director‑level performance metrics (PSUs apply to executives, not directors). The equity plan prohibits single‑trigger vesting and repricing; no tax gross‑ups; awards subject to clawback.

Other Directorships & Interlocks

• Related‑party policy and 2024–2025 disclosure: FCX reports one Item 404 related‑party employment (not involving Lance) and no other related‑party transactions since Jan 1, 2024

Expertise & Qualifications

• Current operating CEO of a global energy company; public company board experience; industry/global perspective brought to FCX’s Governance and Corporate Responsibility workstreams. (As summarized in FCX’s director profile block for Lance.)

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guideline: 5x annual fee (based on 3‑yr trailing avg price); directors must retain 100% of shares from equity awards until reaching guideline; as of record date, all non‑management directors exceeded their ownership targets
• Hedging/pledging: Hedging prohibited; pledging limited; none of FCX’s executives or directors currently pledge FCX securities
• Clawback: Equity awards subject to recovery under company policies/NYSE‑mandated clawback

Governance Assessment

• Strengths

  • Independence affirmed; no Lance‑related related‑party transactions disclosed
  • Strong shareholder support at 2025 AGM (For 1,108,340,803; minimal against/abstentions)
  • Solid ownership alignment—director guideline exceeded; retention and anti‑hedging/pledging policies in place
  • Active on Governance and Corporate Responsibility committees; committee structures fully independent with clear oversight mandates
  • Director pay structure balanced (cash + equity), with shareholder‑approved caps and time‑based equity; no single‑trigger vesting, no repricing, no tax gross‑ups

• Watch items

  • External CEO workload: As a sitting Chairman & CEO of ConocoPhillips, ongoing time commitments warrant continued monitoring, though FCX’s 2024 board/committee attendance disclosure indicates high overall engagement and Lance attended the 2024 annual meeting
  • Corporate Responsibility committee aggregate attendance was 93% in 2024 (committee‑level disclosure; not necessarily indicative of Lance’s individual attendance)

• Investor sentiment context

  • 2025 say‑on‑pay support: For 1,067,162,480; Against 49,282,128; Abstentions 2,502,421 (indicates broader governance/compensation support at FCX)

Insider Trades (FCX stock)

Note: Beneficial ownership totals by director are provided in the Stock Ownership table above as of April 14, 2025.

Say‑on‑Pay & Shareholder Feedback

• 2025 AGM advisory vote on NEO compensation passed: For 1,067,162,480; Against 49,282,128; Abstentions 2,502,421
• FCX conducts semiannual shareholder outreach; in 2024 engaged holders representing ~45% of shares; feedback largely positive with no significant governance/compensation concerns raised

Compensation Structure Notes (Plan Governance)

• 2025 Stock Incentive Plan: Annual non‑management director cap of $750k (raised to $1,000k for Lead Independent Director/non‑executive Chair); no dividend payments before vesting; no repricing; no single‑trigger vesting
• Plan share counting and recycling limitations aligned with best practices