Brian Angeli

About Brian Angeli

Brian P. Angeli is Executive Vice President and Chief Marketing Officer (appointed May 2024), overseeing FMC’s global product portfolio strategy, portfolio management, new product launches, strategic partnerships, and Precision & Digital Agriculture. Since joining FMC in 2014, he has held roles including VP Corporate Strategy & Development, Treasurer, Transformation Officer, and VP Investor Relations & Corporate Development; he is a CPA with a B.S. in Accounting & Finance (Boston College) and an MBA (NYU Stern) . He played key roles in the Cheminova acquisition (2014), DuPont asset swap (2017), the BioPhero acquisition (2022), and led the separation of FMC’s Lithium business via a 2018 IPO and 2019 spin . The company’s long-term incentive PSUs emphasize pay-for-performance: the 2022–2024 PSU cycle paid 0% (3‑yr TSR rating 0.0; 3‑yr operating cash flow below threshold), while 2024 TSR for the 2024–2026 PSU starter year scored a 0.52 rating versus peers, framing the performance environment during his early tenure .

Past Roles

External Roles

Fixed Compensation

• Angeli was appointed EVP & CMO in May 2024, but he was not listed as a Named Executive Officer in the 2024 Summary Compensation Table; his base salary and 2024 cash compensation were not individually disclosed .
• Company design: NEO pay uses a mix of base salary, annual short‑term incentive (STI), and long‑term incentive (LTI: PSUs, NQSOs, RSUs). For 2024, base salary was ~26% of other NEO target pay on average; 73% was performance‑based for other NEOs (CEO 89% performance‑based), illustrating emphasis on at‑risk compensation design .

Performance Compensation

Company-wide incentive design and outcomes (relevant to executive officers, including CMO role):

• STI and LTI structure: STI rewards annual operating goals; LTI mix of PSUs (relative TSR and cash flow), NQSOs, and RSUs to align to shareholder value and retention .
• PSU metrics and recent results:

Notes

• Peer group: S&P 1500 Composite Chemical Index plus select chemical peers; composition varies by grant year .
• STI and individual payout details for Angeli were not disclosed (not an NEO in 2024) .

Equity Ownership & Alignment

• Stock ownership guidelines: Board Chair & CEO 6x base salary; CFO 3x; other NEOs 2x (measured for compliance as of Dec 31, 2024). Phase‑in period up to five years from appointment; earned PSUs and time‑based RSUs count; unearned PSUs and stock options do not count .
• Anti‑hedging and anti‑pledging: FMC’s policy prohibits directors and executive officers (and household/immediate family and controlled entities) from hedging or pledging FMC stock, reinforcing alignment and reducing forced‑sale risk from margin calls .

Employment Terms

• Appointment: Angeli appointed EVP & Chief Marketing Officer in May 2024 .
• Severance Plan coverage: As of Dec 11, 2024, Angeli participates in FMC’s Executive Severance Plan alongside other executive officers (excluding the CEO’s distinct multiples and the CFO’s existing CIC agreement) . Key economics:
  • Non‑CIC termination (without cause or for good reason): cash severance = 1x (base salary + target annual bonus) for Angeli’s tier; plus prorated annual bonus; $20,000 lump sum; and a cash amount equal to employer healthcare contribution for 12 months .
  • CIC termination (within 2 years post‑CIC, without cause or for good reason): cash severance = 2x (base salary + target annual bonus) for Angeli’s tier; prorated bonus; $20,000; and employer healthcare contribution cash equivalent for 24 months (12 × CIC multiple) .
  • Good Reason includes (among others) material pay cuts, a >50‑mile relocation, or adverse changes in duties/reporting (with notice/cure windows) .
  • Restrictive covenants: non‑compete and non‑solicit generally for 12 months post‑termination as a condition of severance (per Plan form Separation and Release) .
  • Golden parachute cutback: excise‑tax “best‑net” approach—payments are reduced only if it improves the executive’s after‑tax outcome; otherwise paid in full .
• Clawback: FMC references a Dodd‑Frank Clawback Policy in its executive agreements context, indicating an enforceable recovery framework for incentive compensation under applicable law .

Severance Economics Summary (Angeli)

Investment Implications

• Pay‑for‑performance alignment: The 2022–2024 PSU cycle paid 0%, and 2024 TSR banked at roughly half‑target for new cycles, demonstrating tight linkage between equity payouts and relative TSR/cash flow—positive for shareholder alignment as Angeli’s future equity will be governed by the same mechanics .
• Retention risk: Angeli is covered by the executive severance plan with a 1× non‑CIC and 2× CIC multiple, plus healthcare and a 12‑month non‑compete; this provides downside protection but is not overly rich relative to market, suggesting balanced retention and cost discipline .
• Trading signals: Anti‑pledging/hedging restrictions materially reduce forced‑sale or hedging‑related distortions; combined with relative TSR‑based PSUs, near‑term insider selling pressure is more likely to reflect standard tax/liquidity events rather than hedging/pledging dynamics .
• Execution track record: Angeli’s M&A and portfolio transformation pedigree (Cheminova, DuPont swap, BioPhero, Livent separation) indicates capability to drive value from portfolio actions—key for marketing‑led growth and partnerships under FMC’s innovation and biologicals agenda .