Anthony DiSilvestro

About Anthony DiSilvestro

Anthony DiSilvestro, age 66, is an Independent Director of FMC, elected in December 2024. He serves as Chief Financial Officer of Mattel, Inc. since June 2020 and intends to retire from that position in May 2025; prior roles include Senior Vice President and CFO of Campbell Soup Company (2014–2019) and senior leadership positions at Campbell (1996–2019) . He meets SEC requirements for an “audit committee financial expert” and is “financially literate” under NYSE rules .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined DiSilvestro is independent; no material business, family or other relationship with FMC, and compliance with independence standards .
• Committee assignments and expertise:
  • Audit Committee member (7 meetings in 2024) ; designated “audit committee financial expert” and financially literate .
  • Compensation & Human Capital Committee member (7 meetings in 2024) .
• Committee chair roles: Not listed as chair; Audit chaired by Eduardo E. Cordeiro; Compensation chaired by K’Lynne Johnson .
• Engagement: Board held six in-person meetings in 2024; all incumbent directors attended at least 75% of Board and Committee meetings; average attendance 97% .
• Interlocks and insider participation: Compensation Committee members in 2024 (including DiSilvestro) were all independent; none were FMC officers; no FMC executive served on boards or comp committees of companies where FMC directors were executive officers during 2024 .

Fixed Compensation

Director Compensation Policy (structure for non-employee directors):

• Annual retainer: $100,000 (cash, with option to elect half or all in RSUs) .
• Committee and leadership fees: Audit Committee member $5,000; Compensation & Audit chairs $20,000; Nominating & Sustainability chairs $15,000; Lead Director $30,000; Non-Executive Chairman $150,000; all paid quarterly in cash .
• RSUs: Annual grant valued at $140,000; typically vests at the next Annual Meeting or first anniversary; dividend equivalents accrue as additional RSUs; payment timing elected or upon cessation/change-in-control; retainer RSUs vest ratably over one year .
• Mid-year cessation: Retainer fees/RSUs prorated; annual RSU grant forfeited unless death/disability (then vests in full) .

Performance Compensation

• Directors do not receive options or PSU awards tied to performance metrics; non-employee directors do not participate in employee benefit plans or the nonqualified deferred compensation plan .

Other Directorships & Interlocks

• Transactions with companies where any director serves on that company’s board were evaluated and determined de minimis (<0.01% of FMC revenues), ordinary-course, and not impairing independence .
• Related Party Transactions Policy: Any related party transaction >$5,000 aggregate requires Audit Committee pre-approval (or ratification if < $120,000) and disclosure per SEC rules; corporate opportunities must be offered to FMC first .

Expertise & Qualifications

• Senior finance executive across global, multi-billion-dollar organizations; led comprehensive finance transformations rebuilding policies, processes, controls, and systems .
• Corporate strategy execution, M&A transactions, cybersecurity oversight, and IT transformation at Mattel and Campbell .
• Audit committee financial expert and NYSE “financially literate” .
• Public company governance exposure as CFO and senior finance leader; effective interaction with boards and constituencies .

Equity Ownership

Governance Assessment

• Board effectiveness: DiSilvestro brings deep CFO-level finance, transformation, and cybersecurity expertise, strengthening Audit Committee oversight and Compensation Committee governance; designation as audit committee financial expert is a positive signal for financial reporting quality .
• Independence & engagement: Formally determined independent; no excessive commitments per Nominating & Corporate Governance review; Board/Committee meeting cadence is robust (Audit 7; Compensation 7), with overall high attendance (97%)—though his 2024 service began in December .
• Ownership alignment: Early tenure with 979 unvested RSUs and zero beneficial shares; strong director ownership policy (5× retainer within five years) and anti-hedging/pledging restrictions support alignment, but actual ownership will need monitoring until guideline is met .
• Compensation structure: Director pay is modest and primarily cash/RSU with time-based vesting; no performance-linked instruments—standard market practice, but investors should look to committee actions (e.g., pay design for NEOs) for pay-for-performance alignment signals. The Compensation Committee uses an independent consultant (Aon) and reviews peer data; independence was assessed, though substantial non-compensation fees to Aon ($4,218,440 vs. $218,219 for comp work) warrant ongoing oversight to avoid perceived conflicts .
• Conflicts & related-party exposure: No related-party transactions identified involving DiSilvestro; Board’s de minimis threshold review (<0.01% revenues) supports independence; policy requires Audit Committee pre-approval/ratification of related-party transactions .
• Shareholder signals: Prior say-on-pay approval at ~89% in 2024 indicates generally supportive investor sentiment on compensation practices; 2025 proposals to enhance shareholder rights (eliminate supermajority; 25% threshold for special meetings) reflect ongoing governance refresh, potentially positive for investor confidence .

Overall: Strong audit and finance credentials with independent status and committee participation bolster governance quality. The main watchpoints are near-term ownership build relative to guidelines and maintaining compensation consultant independence amid significant non-comp fees—all mitigated by FMC’s policies and committee oversight .