Sara Grootwassink Lewis
Director at FCX
Board
About Sara Grootwassink Lewis
Independent director of Freeport‑McMoRan (FCX); age 57; director since 2021. Background spans 30+ years in executive leadership, accounting, corporate finance and capital markets; designated audit committee financial expert. Education and credentials: B.S. in Finance (University of Illinois), Certified Public Accountant (Illinois), Chartered Financial Analyst, and CERT certificate in Cybersecurity Oversight (Carnegie Mellon/NACD). Current roles include senior trustee at Brookings Institution; leadership roles with NACD and U.S. Chamber of Commerce Center for Capital Markets Competitiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lewis Corporate Advisors | Retired Chief Executive Officer | Not disclosed | Executive leadership in finance/capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. | Director | Current | Public company board experience |
| Weyerhaeuser Company | Director | Current | Public company board experience |
| Sun Life Financial Inc. | Director | Former | Public company board experience |
| Brookings Institution | Senior Trustee | Current | Policy/oversight engagement |
| U.S. Chamber – Center for Capital Markets Competitiveness (Leadership Board) | Member | Current | Capital markets oversight |
| Center for Audit Quality – Audit Committee Council | Member | Current | Audit oversight standards |
| PwC USA LLP Board of Partners and Principals | Board Observer | Current | Audit/assurance perspective |
| NACD (Board Leadership Fellow; Advisory Council for Risk Oversight) | Fellow/Delegate | Since 2012 | Board governance and risk oversight |
Board Governance
- Committee assignments: Audit Committee member; FCX’s Audit Committee met 5 times in 2024 with 100% attendance and is composed entirely of independent directors; all members are audit committee financial experts. Lewis is expressly designated an “audit committee financial expert.”
- Independence: Board determined Lewis is independent under NYSE standards; FCX board has 12 members, 10 independent; all standing committees fully independent.
- Engagement/attendance: FCX held 6 board meetings and 16 committee meetings in 2024; Audit Committee attendance 100%. Directors invited to attend annual meeting; Lewis attended 2024 annual meeting (virtual).
- Governance quality: Lead Independent Director in place; regular executive sessions; annual board/committee evaluations; director commitment policy limits service to 4 boards and audit committee limits to 3.
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $130,000 | Standard non‑management director cash retainer |
| 2024 | RSU grant (value) | $184,555 | 3,500 RSUs granted on June 1, 2024; grant-date fair value |
| 2024 | Total director compensation | $314,555 | Cash + RSU grant value; no other comp reported |
| 2025 | Annual cash retainer | $135,000 | Increased by $5,000 effective Jan 1, 2025 |
| 2025 | Annual equity retainer (policy) | $190,000 | Increased by $5,000 effective 2025 (delivered as RSUs) |
- RSU vesting and mechanics: Director RSUs vest on the first anniversary of grant; dividend equivalents accrue and pay only upon vesting.
Performance Compensation
- FCX does not tie director pay to performance metrics; non‑management director equity is time‑vested RSUs to align interests with stockholders.
- For context on the pay‑for‑performance framework Lewis oversees as an Audit Committee member and independent director:
- Annual Incentive Program (AIP) metrics and 2024 outcome:
| Category | Metric | Weight | Weighted Payout as % of Target |
|---|---|---|---|
| Financial | Consolidated Adjusted EBITDA | 30% | 42.2% |
| Operational | Copper Sales (bn lbs) | Part of 45% | 20.0% |
| Operational | Gold Sales (mm oz) | Part of 45% | 5.0% |
| Operational | Consolidated Unit Net Cash Costs ($/lb) | Part of 45% | 10.8% |
| Operational | Manyar Smelter Concentrate Feed (000s DMTs) | Part of 45% | 0.0% (fire delayed ramp) |
| ESG | Safety – TRIR | Part of 25% | 26.3% |
| ESG | Sustainability scorecard | Part of 25% | 12.3% |
| Total | Formulaic AIP result | — | 116.5% of target |
- LTIP PSU framework (executives): payout based on 3‑year average ROI with TSR modifier; 2022‑2024 PSU paid 75.0% of target after TSR ranked 7th vs peers.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Healthpeak Properties, Inc. | Director | No FCX‑disclosed related‑party transactions involving Lewis |
| Weyerhaeuser Company | Director | No FCX‑disclosed related‑party transactions involving Lewis |
| Sun Life Financial Inc. | Former Director | No FCX‑disclosed related‑party transactions involving Lewis |
- FCX related‑party transactions review: Audit Committee oversees Item 404(a) transactions; no reportable related‑party transactions since Jan 1, 2024 other than an employee relationship involving an executive’s family; none involve Lewis.
Expertise & Qualifications
- Financial/accounting expertise; designated audit committee financial expert. CPA (Illinois), CFA. Cybersecurity oversight credential (CERT).
- 20+ years public board experience; capital markets/banking experience; sustainability oversight exposure via board roles.
- NACD Board Leadership Fellow; risk oversight delegate; governance thought leadership.
Equity Ownership
| Holder | Shares Owned (Not Subject to Options/Immediate RSU Vesting) | Shares Subject to Vesting of RSUs (within 60 days) | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Sara Grootwassink Lewis | 18,300 | 8,000 | 26,300 | <1% (based on 1,436,200,253 shares) |
- Outstanding RSUs held (as of Dec 31, 2024): 8,000 (includes vested but deferred RSUs); directors exceed stock ownership guidelines.
- Director stock ownership guideline: 5x annual fee; all non‑management directors exceeded target levels as of record date. Hedging prohibited; pledging restricted; none of executives or directors currently pledge FCX securities.
Governance Assessment
- Board effectiveness: Lewis brings deep finance, audit, and capital markets expertise, strengthening FCX’s Audit Committee (cybersecurity oversight, internal control, compliance) and overall board independence.
- Independence/attendance: Independent, Audit Committee member; Audit Committee attendance 100% in 2024; board and committees are fully independent except executive chair/CEO roles.
- Ownership alignment: Holds FCX shares and RSUs; exceeds director ownership guideline; RSUs vest time‑based (no performance windfalls), with dividend equivalents only upon vesting; hedging/pledging prohibited.
- Compensation structure: Balanced cash retainer and equity RSUs; modest increases for 2025 keep market competitiveness; director comp capped per stock plan; Compensation Committee uses independent consultant (FW Cook) and conducts regular market reviews.
- Conflicts/related parties: No FCX‑disclosed related‑party transactions involving Lewis; board has formal review/approval process for any Item 404 transactions.
- Shareholder signals: Strong support for executive pay (95% say‑on‑pay approval in 2024), suggesting broader confidence in compensation governance overseen by independent directors.
RED FLAGS: None disclosed specific to Lewis. No pledging/hedging; no related‑party transactions; high Audit Committee attendance; independent status affirmed.