Dirk Kempthorne
FMCAbout Dirk A. Kempthorne
Dirk A. Kempthorne (age 73) has served as an independent director of FMC since 2009. He is the retired President & CEO of the American Council of Life Insurers (2010–2018), and formerly served as U.S. Secretary of the Interior (2006–2009) and Governor of Idaho (1999–2006). At FMC, he chairs the Sustainability Committee and serves on the Compensation and Human Capital Committee, bringing deep government, regulatory, and fiduciary oversight experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Council of Life Insurers | President & CEO | 2010–2018 | Led major industry association; public policy and regulatory engagement |
| U.S. Department of the Interior | Secretary of the Interior | Jun 2006–Jan 2009 | Federal regulatory stewardship, budgets, fiduciary responsibilities |
| State of Idaho | Governor | Jan 1999–Jun 2006 | Chaired National Governors Association & Western Governors Association; President, Council of State Governments; Homeland Security Task Force member |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Olympic Steel Inc. | Director | Current as of 2025 proxy |
| Robert Half Inc. | Director | Current as of 2025 proxy |
Board Governance
- Independence: The board determined Kempthorne is independent under SEC and NYSE standards .
- Committee assignments and leadership:
- Sustainability Committee: Chair; 4 meetings in 2024 .
- Compensation and Human Capital Committee: Member; 7 meetings in 2024 .
- Attendance: In 2024, the Board held six in-person meetings; all incumbent directors attended at least 75% of Board and committee meetings, with a 97% average attendance .
- Executive sessions: Lead Director presides; non-employee directors meet in regular executive sessions .
- Tenure and retirement policy: Non-employee directors are not nominated for re-election following their 75th birthdays; he is 73, implying expected refresh within ~2 years per policy .
- Interlocks/transactions: Board reviewed ordinary-course transactions with companies where directors serve; all were de minimis (less than 0.01% of FMC revenues) and on ordinary terms; no director independence impairments were found . No related party transactions required approval/ratification since Jan 1, 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; option to elect RSUs in lieu of cash |
| Committee chair fee (Sustainability) | $15,000 | Paid quarterly |
| Audit Committee member fee | $5,000 (if applicable) | Not applicable to Kempthorne; he’s on Compensation, not Audit |
| Lead Director fee | $30,000 (if applicable) | Not applicable |
| 2024 Fees Earned (Kempthorne) | $115,000 | Reflects $100k retainer + $15k Sustainability chair |
| Matching gifts (other compensation) | $2,513 | Charitable matching up to $15k annually |
Performance Compensation (Director)
| Equity Component | Grant Value | Grant Date | Vesting | Unvested at FY-end | Key Terms |
|---|---|---|---|---|---|
| Annual RSU grant | $140,031 | Apr 30, 2024 (Kempthorne) | Vests at next Annual Meeting or 1-year; accelerates on change-in-control | 2,373 RSUs | Dividend equivalents in RSUs; payment timing election available; subject to ownership policy restrictions |
| Retainer RSUs (optional) | N/A for Kempthorne | — | Retainer RSUs vest ratably over 1 year; accelerate on change-in-control | — | Only if elected in lieu of cash retainer |
- Director compensation review cadence: Biennial review was postponed to year-end 2025 in light of shareholder returns; current policy maintained for 2024/2025 .
- Hedging/pledging: Company prohibits hedging or pledging of FMC stock under its securities trading policy .
Other Directorships & Interlocks
| Company | Relationship to FMC | Exposure/Materiality |
|---|---|---|
| Olympic Steel Inc.; Robert Half Inc. | Director seats held by Kempthorne | Board reviewed transactions with companies where directors serve; all were de minimis (<0.01% of FMC revenues), ordinary course, and did not impair independence . No related party transactions required approval/ratification since Jan 1, 2024 . |
Expertise & Qualifications
- Government/Public Affairs/Regulatory: Extensive leadership at federal and state levels; budgeting, fiduciary oversight, ratings agency interactions; aligns with FMC’s regulated operations .
- Sustainability oversight: Chairs FMC’s Sustainability Committee covering climate, Net Zero progress, safety, stewardship, and social impact .
- Board experience through cycles: Contributor to FMC’s transition and navigation of agricultural industry cyclicality .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (FMC common) | 48,364 shares; <1% of class | Includes direct/indirect holdings as defined; directors each <1% of class |
| Vested RSUs credited (director account) | 40,752 units | Vested RSUs credited; no voting/disposition until distributed; accrue dividend equivalents |
| Unvested RSUs outstanding (FY-end) | 2,373 units | 2024 annual grant unvested at year-end |
| Ownership guideline | 5x cash retainer ($500,000) | Includes unvested/vested but undistributed RSUs; excludes unexercised options |
| Compliance status | All directors compliant as of Dec 31, 2024 | Sales restricted until guideline met |
| Hedging/Pledging | Prohibited by policy | Insider trading policy forbids hedging/pledging |
Governance Assessment
- Strengths:
- Independent director with deep regulatory and public sector expertise; chairs Sustainability, reinforcing ESG oversight .
- Strong engagement metrics: Board average attendance 97%; policy expects Annual Meeting attendance (all incumbents attended in 2024) .
- Alignment through equity and stringent ownership guidelines; compliance achieved .
- No related-party transactions involving Kempthorne; de minimis interlock exposures; independence affirmed .
- Shareholder signals: Say-on-Pay approvals ~89% in 2024 and consistent 5-year support; ongoing investor outreach .
- Watch items:
- Long tenure since 2009; Board’s retirement policy at age 75 suggests upcoming refresh dynamics; monitor succession and committee continuity .
- Director equity is time-based RSUs (no performance metrics for directors), standard for governance but not performance-tied; continue to track ownership compliance and sale restrictions .
- Red flags identified: None disclosed—no attendance issues, no related-party transactions, no hedging/pledging, and independence affirmed .