Andrew Sandifer
FMCAbout Andrew Sandifer
Executive Vice President and Chief Financial Officer of FMC since May 2018, Andrew D. Sandifer, age 55, brings prior roles in strategy, M&A, and transformation at FMC (joined 2010) as well as earlier stints at ARAMARK, Rohm and Haas, BCG, and industrial operators International Paper and James River Paper . He holds B.S. and M.S. degrees in Industrial Engineering from Georgia Tech and an MBA from Harvard Business School . Over 2024, FMC delivered $4.25B revenue, $903M Adjusted EBITDA, and $614M Free Cash Flow; 3-year (2022–2024) rTSR measured for PSU vesting was -49.0%, driving a 0% payout on that tranche, consistent with pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FMC Corporation | EVP & CFO | 2018–present | Led finance through portfolio changes; executed transformation, restructuring, and GSS divestiture; drove cost savings and FCF focus . |
| FMC Corporation | VP & Treasurer | 2016–2018 | Treasury leadership during portfolio transformation . |
| FMC Corporation | VP, Corporate Transformation | 2014–2016 | Led Cheminova integration and enterprise-wide transformation . |
| FMC Corporation | VP, Strategic Development | 2010–2014 | M&A and strategic planning leadership . |
| ARAMARK Corporation | VP, Strategic Initiatives | Pre-2010 | Corporate strategy initiatives . |
| Rohm and Haas Company | Strategy, Sales, Marketing, IR, GM | ~7 years | Broad commercial/strategy leadership (now part of Dow) . |
| Boston Consulting Group | Consultant | 5 years | Strategy and operations advisory experience . |
| International Paper; James River Paper | Engineering/operations/technical roles | — | Early career operations grounding . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Koppers Holdings Inc. | Director | 2023–present | Public company board service . |
| Germantown Academy | Board of Trustees | 2017–present | Finance, Audit, and Investment Committees . |
| Philabundance | Board Member | 2014–2022 | Community/charitable leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 662,075 | 720,333 | 800,049 |
| Target Bonus (% of salary) | 85% | 85% | 85% |
| Target STI ($) | — | — | 680,042 |
| All Other Compensation ($) | 138,536 | 144,831 | 109,636 |
Performance Compensation
Short‑Term Incentive (STI) – 2024 Design and Results
- Plan design: 70% Company financial (Adjusted Earnings) + 30% individual; added multipliers for Free Cash Flow and Run‑rate Synergy (each 1.0–1.3) with overall cap; Committee applied negative discretion on financial component to 100% for 2024 .
- Sandifer individual factor: 125% (weighted 37.5% of target) reflecting execution of strategic plan, restructuring, GSS divestiture, finance/IT cost programs, and talent actions .
- Payout: 107.5% of target; actual STI award $731,044 .
| Item | Metric/Value |
|---|---|
| Metric, weighting | Adjusted Earnings, 70% |
| Targets (AE, $mm) | Threshold 399; Target 454; Max 543 |
| Actual (AE, $mm) | 445 → 83% pre‑modifiers |
| Multipliers | FCF: $614mm → 130%; Synergy: >$250mm → 130% |
| Committee discretion | Financial metric set to 100% (negative discretion) |
| Individual factor (Sandifer) | 125% (weighted 37.5%) |
| Weighted STI payout | 107.5% of target |
| Actual STI ($) | $731,044 |
Long‑Term Incentive (LTI) – 2024 Grants and Structure
- Mix and values (Sandifer): PSUs 40% ($880,000), NQSOs 30% ($660,000), RSUs 30% ($660,000); total $2,200,000 .
- 2024 grants detail (counts): PSUs target 14,822 units (split across rTSR and ROIC components); RSUs 11,113; Options 44,385 @ $50.99 .
- PSU metrics: 70% rTSR vs S&P 1500 Chemicals + selected peers; 30% Adjusted Average ROIC; payout 0–200%; negative TSR over full 3-year caps payout at 100% .
- 2022–2024 PSU cycle: rTSR -49.0% 3-year; Operating Cash Flow below threshold; payout 0% (no vest) .
| Component | Weight | 2024 Grant Value ($) | 2024 Grant Units/Terms |
|---|---|---|---|
| PSUs (rTSR 70% / Adj. Avg. ROIC 30%) | 40% | 880,000 | 14,822 target units total; rTSR measured yearly and cumulatively; ROIC threshold/target/max 7.6%/8.9%/10.5% |
| NQSOs | 30% | 660,000 | 44,385 options @ $50.99, 2/20/2034 expiration |
| RSUs | 30% | 660,000 | 11,113 RSUs; 3‑year cliff |
| Historical PSU Payouts (cycles ending 12/31/2024) | Result |
|---|---|
| 2022–2024 PSU cycle (rTSR; Operating Cash) | rTSR 3‑yr -49.0%; Operating Cash below threshold → 0% payout |
| 2023–2025 interim (through 2024) | 2023 rTSR 0.0; 2024 rTSR 0.53 “banked” (not vested until cycle end) |
| 2024–2026 year 1 (2024) | rTSR 0.52 “banked” (not vested until cycle end) |
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Item | Detail |
|---|---|
| Total beneficial ownership | 100,456 FMC shares as of Dec 31, 2024; each NEO <1% of class |
| Breakdown (within 60 days of 12/31/24) | 4,251 RSUs vesting; 60,760 options exercisable; 2,019 PSUs to settle |
| Ownership guideline (CFO) | 3x base salary; status: Compliant as of 12/31/24 |
| Hedging/Pledging | Prohibited for insiders under policy; no pledging allowed |
Outstanding Equity (12/31/2024)
| Instrument | Key terms/position |
|---|---|
| Unvested RSUs | 11,113 units (2024 grant) |
| Unearned PSUs (select lines) | 864; 370; 3,891; 1,112 units across outstanding cycles (subject to plan performance/vesting) |
| Options – selected grants | 44,385 @ $50.99 expiring 2/20/2034; legacy grants include 11,579 @ $104.97 (2/24/2031), 13,485 @ $92.36 (2/27/2030), 17,569 @ $75.69 (2/20/2029), 3,352 @ $73.78 (2/15/2028) |
| Vesting conventions | RSUs/NQSOs: 3‑yr cliff; PSUs: 3‑yr performance with annual “banking,” shares deliver at end if service condition met |
Employment Terms
| Topic | Terms |
|---|---|
| Change‑in‑Control (grandfathered CIC agreement) | Double‑trigger; upon qualifying termination within 2 years post‑CIC: 36 months base salary; 3x target annual incentive (based on highest historical target); prorated bonus for year of termination; 3 years health & welfare continuation; outplacement (cap 15% of base) . |
| Equity treatment – termination without cause (non‑CIC) | Pro‑rata vesting of unvested RSUs; banked PSUs vest and deliver on schedule; pro‑rata uncompleted PSUs vest based on actual results, deliver on schedule (release required) . |
| Equity treatment – CIC + qualifying termination | All unvested options vest (3‑mo exercise window); all unvested RSUs vest; banked PSUs vest; in‑cycle PSUs vest at target for unfinished periods; deliver on schedule (release required) . |
| Death/Disability | All unvested options vest (up to 5‑yr exercise); all unvested RSUs vest; banked PSUs vest (delayed delivery); pro‑rata PSUs vest based on actual (delayed delivery) . |
| Clawback | Dodd‑Frank compliant clawback (adopted July 2023) for erroneously awarded incentive comp upon “Big R” or “little r” restatement; additional misconduct/competitive activity clawback in Incentive Stock Plan . |
| Ownership/Hedging/Pledging | Executive stock ownership policy (CFO 3x salary) with annual compliance review; hedging and pledging prohibited for insiders . |
Say‑on‑Pay, Peer Group, and Governance Signals
- Say‑on‑pay: ~89% approval at 2024 Annual Meeting, and 89%+ in each of the last five years, indicating broad support for pay program .
- Peer group for 2024 compensation calibration includes Albemarle, Celanese, Corteva, Eastman, Nutrien, Mosaic, IFF, RPM, Chemours, H.B. Fuller, among others; Committee references median total direct compensation while retaining discretion for role/experience/performance .
- 2024 compensation actions emphasized profitability (Adjusted Earnings), cash flow and cost synergies (multipliers), and long‑term rTSR/ROIC performance; Committee applied negative discretion to align with overall results .
Performance & Track Record Indicators
| Indicator | Detail |
|---|---|
| Company financials (2024) | Revenue $4.25B; Adjusted EBITDA $903M; Adjusted Earnings $436M; FCF $614M; cash from ops $737M; declines vs prior year in Adjusted EBITDA/Earnings; significant restructuring savings (~$165M) . |
| Share performance linkage | 0% payout on 2022–2024 PSU cycle (rTSR and Operating Cash metrics) evidences downside alignment; 2023–2025 and 2024–2026 year‑one rTSR “banked” below target . |
| 2024 STI discipline | Financial metric reduced to 100% despite qualifying multipliers (FCF and synergy at 130% each) . |
Investment Implications
- Pay‑for‑performance alignment: Zero PSU vesting for 2022–2024 and negative discretion on 2024 STI financial metric indicate discipline and alignment with shareholder outcomes during the downcycle; Sandifer’s STI was 107.5% with a 125% individual factor tied to execution on restructuring, FCF and portfolio actions .
- Retention and selling pressure: Ownership guideline compliance (CFO 3x salary) and meaningful in‑the‑money exposure to equity (unvested RSUs/PSUs and option grants) suggest alignment; hedging/pledging bans reduce misalignment risk; no red‑flag related‑party transactions disclosed .
- Change‑in‑control economics: Grandfathered CIC terms (3x salary and target bonus, 36 months base, double‑trigger vesting) are robust and could influence incentives in strategic scenarios; equity acceleration terms are standard for peers .
- Signal to watch: Upcoming PSU/RSU cliffs and option strikes (e.g., 44,385 options @ $50.99, 2/20/2034) create natural windows for potential Form 4 activity around vest dates/blackout periods; continued FCF realization and ROIC expansion are direct levers for future PSU outcomes under the 2024 design .