John Davidson
FMCAbout John Davidson
Carol Anthony (“John”) Davidson, age 69, has served on FMC’s board since 2020 and is an independent director. He is Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. A CPA with deep global finance experience, he previously served as SVP, Controller and Chief Accounting Officer at Tyco International (2004–2012), and held senior finance roles at Eastman Kodak and Dell; he also holds a CERT Certificate in Cyber-Risk Oversight from NACD and meets the SEC “audit committee financial expert” standard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyco International | SVP, Controller & Chief Accounting Officer | 2004–2012 | Led financial reporting, internal controls, accounting policies/processes |
| Eastman Kodak | Senior global finance leadership | Not disclosed | Finance leadership experience |
| Dell Computer | Senior global finance leadership | Not disclosed | Finance leadership experience |
| Arthur Andersen & Co. | Auditor (CPA) | Not disclosed | Early-career public accounting training |
| Financial Accounting Foundation | Trustee | Not disclosed | Oversight of U.S. accounting standard-setting |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| TE Connectivity Ltd. | Chair of the Board | Current | Board chair role |
| International Flavors & Fragrances Inc. | Director | Term ends May 1, 2025 | Director until term end |
| Ernst & Young LLP | Independent Audit Quality Committee member | Current | Consulting relationship; Board determined no impairment to FMC independence |
| Allergan plc | Former Director | Prior | Past public board service |
| Legg Mason, Inc. | Former Director | Prior | Past public board service |
| FINRA | Former Board of Governors member | Prior | Regulator oversight experience |
Board Governance
- Independence: Board affirmatively determined Davidson is independent under NYSE/SEC rules; also meets “audit committee financial expert” criteria .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Attendance: In 2024, the Board met six times; all incumbents attended ≥75% of Board/committee meetings, with 97% average attendance .
- Executive sessions: Regular executive sessions of non-employee directors, presided over by Lead Director C. Scott Greer .
- Governance refresh: Board adding a director (expanding to 13) to manage upcoming retirements; continuous refresh strategy .
- Shareholder rights: Board proposed eliminating supermajority provisions and supported a 25% threshold for special meeting rights (opposed 10% threshold) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $100,000 | $100,000 |
| Committee Chair Fees ($) | $15,000 (Nom/Gov Chair) | $15,000 (Nom/Gov Chair) |
| Audit Committee Member Fee ($) | $5,000 | $5,000 |
| Fees Earned or Paid in Cash ($) | $115,000 | $120,000 |
| Annual RSU Grant (Fair Value, $) | $140,047 | $140,031 |
| Other Compensation ($) | $15,000 (charitable match) | $0 |
| Total ($) | $270,047 | $260,031 |
Notes:
- Director fee schedule: $100k cash retainer; $5k Audit member; $15k chair (Nom/Gov & Sustainability); $20k chair (Comp & Audit); Lead Director $30k; Non-Exec Chair $150k .
- RSU grant policy: $140k annual RSU vests at next annual meeting/first anniversary; retainer RSUs vest ratably over a year; dividend equivalents and change-in-control acceleration apply .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs, not performance-conditioned | None disclosed; director equity is time-based RSUs, not performance-conditioned |
Vesting and Payment Provisions:
- Annual RSUs vest at the next annual meeting or first anniversary; retainer RSUs vest ratably over one year; dividend equivalents credited; payment of vested RSUs per director election or at cessation/change-in-control .
Other Directorships & Interlocks
- TE Connectivity linkages: Davidson chairs TE Connectivity’s board; FMC nominee Steven T. Merkt is the former President of TE’s Transportation Solutions and a current FMC director nominee; FMC Chair/CEO Pierre Brondeau previously served on TE Connectivity’s board .
- Independence safeguards: Board review of transactions involving companies where directors serve concluded transactions were ordinary course and de minimis (<0.01% of FMC revenues), preserving independence .
Expertise & Qualifications
- CPA; designated audit committee financial expert; extensive global finance leadership (Tyco/Kodak/Dell), governance and controls, cyber-risk oversight certification (NACD CERT), and trustee of the Financial Accounting Foundation .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Beneficial Ownership (Shares) | 5,764 | 7,099 |
| Percent of Class | <1% | <1% |
| RSUs Credited (Vested, Director Accounts) | 4,264 | 5,599 |
| Unvested FMC RSUs at FY-end | 1,150 | 2,373 |
| Stock Ownership Guideline | 5x annual retainer ($500,000) | 5x annual retainer ($500,000); all directors in compliance at 12/31/2024 |
Policies:
- Insider trading policy prohibits hedging and pledging by directors/officers; Dodd-Frank-aligned clawback applies to executive incentive compensation (not director RSUs) .
Governance Assessment
- Board effectiveness: Davidson’s financial expertise and chairing Nom/Gov strengthen oversight of governance, board evaluations, director compensation policy, and independence determinations .
- Independence and conflicts: Board concluded his EY IAQC role does not impair independence; ordinary-course transactions with companies where directors serve were immaterial (<0.01% revenue) . No related party transactions required approval/disclosure since Jan 1, 2024 .
- Engagement and investor signals: Strong say-on-pay support (~89% in 2024; ~91% in 2023) and ongoing shareholder outreach (contacted ~70% of shares; 11 meetings representing ~9% in 2024; 17 meetings representing ~45% in 2023) support governance credibility .
- Compensation alignment: Director pay is modest and equity-heavy via time-based RSUs, aligning with long-term oversight; 2024 total of $260,031 vs $270,047 in 2023; no performance-conditioned director awards or perquisites beyond charitable match .
- RED FLAGS: None disclosed specific to Davidson; potential interlock exposure via TE Connectivity mitigated by independence reviews and de minimis transactions; EY IAQC consulting relationship reviewed and found not material by the Board .