Jacqueline Scanlan
FMCAbout Jacqueline Scanlan
Jacqueline Scanlan is Executive Vice President and Chief Human Resources Officer of FMC, appointed in September 2023; she is 52 years old with more than 25 years of HR leadership experience at Axalta Coating Systems, Haemonetics, Novo Nordisk, and Campbell Soup Company . She holds a BA in Political Science from St. Joseph’s University and an MS in Organizational Dynamics from the University of Pennsylvania . Company performance metrics relevant to her incentive design include FMC’s 2024 revenue of $4.25 billion (down 5%), Adjusted EBITDA of $903 million (down 8%), and rTSR metrics used in PSU awards where 2024 single-year TSR was -16.9% and ranked ~35–36th percentile versus the S&P 1500 Chemicals peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axalta Coating Systems | Senior Vice President & CHRO | 2021–2023 | Senior HR leadership; enterprise change and talent management focus |
| Haemonetics Corporation | Senior Vice President & CHRO | 2017–2021 | Led HR transformation and leadership development |
| Novo Nordisk | Corporate Vice President | 2014–2016 | Global HR leadership; culture and functional excellence |
| Campbell Soup Company | Vice President | 2007–2014 | Broad HR leadership across disciplines |
| FMC Corporation | EVP & CHRO | 2023–present | Corporate reorganization and HR operating model transformation |
External Roles
No external directorships or committee roles for Ms. Scanlan are listed in the company’s executive officer disclosures reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 148,413 | 550,000 |
| Bonus ($) | 441,376 | — |
| All Other Compensation ($) | 9,083 | 55,677 |
| Total Compensation ($) | 2,810,933 | 1,884,021 |
Performance Compensation
Short-Term Incentive (STI)
| Metric | 2023 | 2024 |
|---|---|---|
| STI Target (% of Salary) | 75% | 75% |
| STI Target ($) | Not disclosed | 412,500 |
| Weighted Financial Performance Metric | — | 70% |
| Weighted Individual Performance Metric | — | 30% (Individual payout 150%; weighted 45%) |
| Weighted STI Payout (% of Target) | — | 115% |
| Actual STI Award ($) | — | 474,375 |
| 2024 Financial Metric Definition | — | Adjusted Earnings; with 1.0–1.3 multipliers for Free Cash Flow and run-rate synergy; cap 220% |
2024 individual performance assessment for Scanlan cited strong delivery of corporate reorganization and transformation, HR operating model transformation, counsel to the Board/CEO, and culture/engagement initiatives .
Long-Term Incentive (LTI) Grants and Structure
| Component | 2024 Grant Units | 2024 Grant Value ($) | Notes |
|---|---|---|---|
| PSUs | 6,400 units | 380,000 | rTSR vs S&P 1500 Chemicals peers; multi-year measurement; PSUs can pay up to 200% of target |
| NQSOs | Not disclosed (units) | 285,000 | Non-qualified stock options (exercise details not disclosed in proxy tables) |
| RSUs | 4,799 units | 285,000 | Time-vested RSUs per plan |
| Total 2024 LTI Grant Value | — | 950,000 | Committee grant values differ from accounting values in SCT |
PSU Performance Results (Company-Level Outcomes Applied to NEOs)
| Grant | Measurement Period | TSR | Peer Percentile | Operating Cash Flow (3-yr) | Payout/Rating |
|---|---|---|---|---|---|
| 2022–2024 PSU | 2022 single-year TSR | 16.8% | 89.8% | — | TSR rating 2.0 |
| 2022–2024 PSU | 2023 single-year TSR | -47.4% | 6.1% | — | TSR rating 0.0 |
| 2022–2024 PSU | 2024 single-year TSR | -16.9% | 31.3% | — | TSR rating 0.0 |
| 2022–2024 PSU | 3-yr TSR | -49.0% | 10.4% | — | TSR rating 0.0 |
| 2022–2024 PSU | Cumulative Operating Cash Flow target | — | — | Target 3,707 vs Actual 2,441; 66% achievement | 0.0% units earned |
| 2023–2025 PSU | 2023 single-year TSR | -47.4% | 5.9% | — | TSR rating 0.0 |
| 2023–2025 PSU | 2024 single-year TSR | -16.9% | 36.0% | — | TSR rating 0.53 |
| 2024–2026 PSU | 2024 single-year TSR | -16.9% | 35.6% | — | TSR rating 0.52 |
LTI design includes NQSOs, RSUs, and PSUs tied to relative TSR and adjusted average ROIC as part of FMC’s integrated pay-for-performance program .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 1,510 FMC common shares; less than 1% of class |
| 2024 vesting activity | 11,171 shares vested; value realized $736,951; 0 options exercised |
| Hedging and pledging | Prohibited for insiders; includes bans on short sales, collars, swaps, monetization transactions, margin pledging |
| Deferred compensation (2024) | Exec contributions $27,500; registrant contributions $28,474; aggregate earnings $4,558; aggregate balance $60,532 |
| Pension plans | Not eligible for Qualified or Nonqualified defined benefit plans (post-2007 hires); participates in defined contribution plans |
Employment Terms
- Executive Severance Plan (adopted Dec 2024): non-CIC severance multiple 1x for NEOs; CIC severance multiple 2x for NEOs; CEO at 2x/3x; includes prorated target annual incentive, $20,000 supplemental cash, healthcare subsidy, equity treatment per award terms; requires claim release; 12-month non-compete and non-solicit .
- Potential payments (as of 12/31/2024):
- Involuntary termination without cause/constructive termination (non-CIC): $1,375,000 cash; $22,404 healthcare subsidy; $806,003 value of unvested equity; $20,000 other; total $2,223,408 .
- Involuntary termination or good reason within two years after CIC: $2,337,500 cash; $44,809 healthcare subsidy; $1,630,331 value of unvested equity; $20,000 other; total $4,032,640 .
- Equity treatment on terminations: Pro rata vesting of RSUs; banked PSUs vest at scheduled delivery; outstanding PSUs vest pro rata based on actual performance (non-CIC); full acceleration and target PSU vesting in CIC with specified delivery timing; options fully vest with limited post-CIC exercise window .
- Clawback: Dodd-Frank compliant clawback adopted July 2023 for erroneously awarded incentive comp after restatements; pre-CIC misconduct clawback in Incentive Stock Plan retained .
- Perquisites: Limited; includes financial planning, reserved parking; relocation support and related tax gross-ups for international moves; CEO aircraft/club membership; charitable matching programs .
Investment Implications
- Alignment and ownership: Very low direct share ownership (1,510 shares) suggests limited “skin in the game,” but equity-heavy LTI mix (PSUs/RSUs/NQSOs) and strict prohibitions on hedging/pledging support alignment with long-term shareholder outcomes .
- Performance sensitivity: 2024 STI paid 115% of target driven by Adjusted Earnings and a 150% individual component for transformation achievements, indicating meaningful discretion in the individual metric that can soften cyclicality; however, multi-year PSU results were pressured by negative TSR and below-threshold cash flow performance, reducing realized LTI, which aligns pay with downturns .
- Retention risk: Contracted severance economics and 12-month non-compete/non-solicit lower near-term departure risk; yet limited personal share ownership and ongoing PSU underperformance could dampen realized comp, modestly elevating medium-term retention risk if equity values remain depressed .
- Trading signals: 2024 vesting of 11,171 shares with $736,951 value realized and no option exercises suggests limited near-term selling pressure tied to option liquidity; monitor future RSU/PSU delivery schedules and any Form 4 activity for potential supply near delivery dates . Company-level 2024 fundamentals (revenue down 5%, Adj. EBITDA down 8%) and rTSR performance underpin the PSU trajectory; sustained improvement in TSR and cash generation would increase CAP and realized LTI for NEOs, improving retention and alignment .