Eduardo Cordeiro
FMCAbout Eduardo E. Cordeiro
Eduardo E. Cordeiro is an independent director of FMC and Chair of the Audit Committee. He is the former EVP, CFO, and President, Americas, of Cabot Corporation, bringing deep finance, strategy, and chemicals industry operating experience; he meets the SEC “audit committee financial expert” standard and is financially literate under NYSE rules . He is 57 and has served on FMC’s board since 2011 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabot Corporation | Executive Vice President & Chief Financial Officer | 2009–May 2018 (Advisor through year-end 2018) | Led finance through multiple cycles; previously GM of Fumed Metal Oxides and Tantalum, VP Corporate Strategy, President Americas |
| The Boston Consulting Group | Consultant | Not disclosed | Corporate strategy background leveraged in board service |
| The Economics Resource Group | Founding Partner | Not disclosed | Strategy and economics expertise |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Owens Corning | Director | Public | Current board service |
| Indicor, LLC | Director | Private | Current board service |
Board Governance
- Independence and roles
- Independent director; Board affirmatively determined no material business, family, or other relationships; transactions with companies where FMC directors serve were de minimis (<0.01% of FMC revenues) and on ordinary-course terms .
- Audit Committee Chair; Audit members: Cordeiro (Chair), Davidson, DiSilvestro, Pallash, Raines; Cordeiro, Davidson, DiSilvestro are “audit committee financial experts” .
- Member, Nominating & Corporate Governance Committee (Chair: Davidson) .
- Alternate member, Executive Committee (the committee did not meet in 2024) .
- Attendance and engagement
- 2024 Board met 6 times; all incumbent directors attended at least 75% of Board and committee meetings; average attendance was 97% .
- Audit Committee held 7 meetings; Nominating & Corporate Governance held 5; Executive Committee held none in 2024 .
- Executive sessions and leadership
- Lead Director (C. Scott Greer) presides over regular executive sessions of independent directors .
- Related-party oversight
- No related party transactions required Audit Committee approval/ratification or SEC disclosure since January 1, 2024; policy requires pre-approval/ratification above de minimis thresholds and annual review of director-linked ordinary-course dealings .
Fixed Compensation
| Component (Director) | 2024 Amount |
|---|---|
| Cash fees (retainer + committee fees) | $125,000 |
| Equity (RSU grant fair value) | $140,031 |
| Other (matching gifts) | $15,000 |
| Total 2024 | $280,031 |
- Structure and fees
- Standard non-employee director cash retainer: $100,000; Audit Committee member: +$5,000; Audit Committee Chair: +$20,000; other role fees as applicable (e.g., Lead Director $30,000) .
- Annual RSU grant to non-employee directors: $140,000 grant-date value; typically vests at the next annual meeting or first anniversary; dividend equivalents accrue as additional RSUs .
- Timing note: The biennial review of director compensation was postponed to year-end 2025 in light of stockholder returns, signaling restraint during a challenging TSR period .
Performance Compensation
| Feature | Terms |
|---|---|
| Performance linkage | None; non-employee director equity is time-based RSUs, not performance-vested |
| Vesting cadence | Retainer-elected RSUs vest ratably over one year; annual RSU grant vests at next annual meeting/one year; accelerated upon change in control |
| Dividend equivalents | Credited as additional RSUs, vest on same schedule |
Other Directorships & Interlocks
| External Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Owens Corning | Director | FMC Board reviewed any cross-company transactions for all directors; all such purchases/sales were de minimis (<0.01% of FMC revenues), ordinary course, on standard terms; independence preserved . |
| Indicor, LLC | Director | Same independence review framework applies . |
FMC disclosed no related party transactions requiring approval/ratification since Jan 1, 2024 .
Expertise & Qualifications
- Financial expert: Meets SEC audit committee “financial expert” standard; NYSE “financially literate” .
- Chemicals industry operator: Two decades at Cabot including GM roles in specialty chemicals .
- Strategy and M&A: Former VP Corporate Strategy at Cabot; prior BCG consultant; guided FMC’s shift to agriculture focus through industry cycles as a long-tenured director .
Equity Ownership
| Ownership Detail (as of 12/31/2024) | Amount |
|---|---|
| Total beneficial ownership (FMC common) | 24,986 shares; less than 1% of class |
| Vested RSUs credited (director deferred units) | 14,279 units included within beneficial tally (credited but not yet distributed) |
| Unvested RSUs outstanding | 2,373 units |
| Stock ownership guideline | 5x annual cash retainer ($500,000); all directors in compliance as of 12/31/2024 |
| Hedging/pledging | FMC policy prohibits hedging and pledging of FMC stock; Insider Trading Policy covers directors |
Governance Assessment
- Strengths for investor confidence
- Deep audit and financial oversight: Audit Committee Chair and SEC-defined financial expert, with 2024 Audit Committee workload of 7 meetings; aligns with FMC’s robust audit scope (including cyber/data privacy, earnings releases, and risk oversight) .
- Independence and conflict controls: Board’s annual independence determinations; ordinary-course cross-board transactions de minimis; no related party transactions requiring approval disclosed since Jan 1, 2024 .
- Ownership alignment: Significant director ownership including vested and unvested RSUs; strict 5x retainer ownership guideline and trading policy banning hedging/pledging; all directors in compliance as of year-end .
- Attendance and engagement: Board average attendance 97% with all directors above 75%; Cordeiro serves on Audit and Nominating & Governance committees, plus Executive Committee (alternate), indicating active governance involvement .
- Potential watch items
- Tenure: Director since 2011; while FMC views long-tenured directors as beneficial for continuity in cyclical agriculture markets, investors may monitor ongoing board refresh and skill mix; FMC is actively refreshing and expanded to 13 directors in 2025 in anticipation of age-based retirements .
- Shareholder sentiment: Say‑on‑pay support remained strong (about 89% approval in 2024; over 89% in each of the last five years), but TSR pressure from sector destocking weighed on equity outcomes; the board postponed director pay review to 2025, a shareholder-friendly signal .
Overall, Cordeiro’s audit leadership, financial expertise, and independence, combined with FMC’s ownership/insider-trading disciplines and related-party governance, support board effectiveness and alignment; no conflicts or attendance issues disclosed .