John Raines
FMCAbout John Raines
John M. Raines, age 58, is an independent director at FMC (director since 2024). He previously led digital agriculture and consumer software businesses, bringing deep expertise in AI, machine learning, and cloud computing applied to agribusiness. His background includes senior roles at TELUS, The Climate Corporation, and Monsanto, with global regulatory engagement experience. He is financially literate under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TELUS Corporation | President, Digital Agriculture and Consumer Goods | Oct 2021–Jan 2024 | Led growth via acquisitions and development of digital technology in agribusiness/consumer software. |
| The Climate Corporation | Chief Commercial Officer | Oct 2013–Nov 2021 | Built digital infrastructure leveraging AI/ML/cloud in agriculture; commercial leadership. |
| Monsanto Company | Various leadership roles (incl. SVP, Business Affairs; US and APAC leadership) | ~14 years (dates not fully specified) | Regulatory and policy engagement; regional P&L leadership. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Paris Bancshares, Inc. | President | Current | Bank holding company leadership. |
| TPNB Bank | Director | Current | Bank board service. |
| Sydenstricker Nobbe Partners | Director | Current | Board service; agriculture equipment distribution. |
Board Governance
- Independence: The board affirmatively determined Raines is independent; no material business, family, or other relationship with FMC beyond board service. De minimis transactions with companies linked to directors were reviewed and were <0.01% of FMC revenues and did not impair independence.
- Committee memberships: Audit Committee member; Sustainability Committee member. Not designated an “audit committee financial expert” (experts are Cordeiro, Davidson, DiSilvestro).
- Attendance and engagement: In 2024 the board met six times; all incumbent directors attended at least 75% of board/committee meetings; average attendance was 97%. All incumbent directors attended the 2024 Annual Meeting. Executive sessions are presided over by the Lead Director (C. Scott Greer).
- Committee activity levels: Audit (7 meetings); Sustainability (4 meetings).
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer; Raines elected RSUs in lieu of retainer cash (see below). |
| Audit Committee member fee | $5,000 | Annual fee for Audit Committee members. |
| Meeting fees | $0 | No per-meeting fees. |
| All other compensation | $2,500 | Charitable matching gifts. |
| Cash received (2024) | $55,507 | Fees earned/paid in cash during 2024 (pro-rated due to mid-year start). |
- Retainer paid in RSUs: Raines elected RSUs for the April 2024–April 2025 retainer; 1,364 RSUs granted July 15, 2024 (retainer grant vests ratably over one year).
- Annual RSU grant: Grant-date fair value $110,895 (grant date July 15, 2024), generally vests at the next Annual Meeting or first anniversary. Dividend equivalents accrue in RSUs.
Performance Compensation
| Instrument | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual grant) | Jul 15, 2024 | $110,895 | Vests at next Annual Meeting or first anniversary; accelerated on change in control | None (time-based equity for directors; no PSUs/options for directors in policy) |
- FMC’s non-employee director program grants time-based RSUs; there are no director PSUs or option awards and no disclosed performance metrics tied to director equity awards.
Other Directorships & Interlocks
| Company | Relationship to FMC | Interlock/Transaction Disclosure |
|---|---|---|
| TPNB Bank; Sydenstricker Nobbe Partners; Paris Bancshares, Inc. | External boards/executive role for Raines | Board reviewed all transactions involving companies where directors serve; all were de minimis (<0.01% of FMC revenues) and in ordinary course; independence affirmed. No related-party transactions requiring approval/ratification or SEC disclosure since Jan 1, 2024. |
Expertise & Qualifications
- Digital agriculture leadership; implemented AI/ML/cloud infrastructure in ag; M&A oversight and sustainable farming technology adoption.
- Financial literacy under NYSE rules; public affairs/regulatory engagement; global team leadership.
- Skills aligned with FMC: agriculture industry experience; technology/innovation; sustainability.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Dec 31, 2024) | 1,376 shares | Includes vested RSUs credited; directors have no voting/disposition power until distribution. |
| Unvested FMC RSUs outstanding (FY-end 2024) | 2,474 units | Aggregate unvested director RSUs at FY-end for Raines. |
| Ownership % of shares outstanding | ~0.0011% | Computed: 1,376 ÷ 124,903,929 shares; FMC discloses “<1%” for each director. |
| Stock ownership guideline | 5x annual cash retainer ($500,000) | 5-year phase-in; restrictions on sales until guideline met. |
| Guideline compliance (as of Dec 31, 2024) | In compliance | FMC states all directors were in compliance as of year-end. |
| Hedging/pledging | Prohibited | Per FMC’s policy; robust insider trading policy and governance. |
Governance Assessment
- Board effectiveness: Raines adds strategic digital agriculture and data-driven capabilities to the Audit and Sustainability Committees—relevant to cyber/data risks and ESG oversight. Audit membership enhances financial oversight; Sustainability membership aligns with safety/environment/product stewardship.
- Independence and conflicts: Independence affirmed; board-reviewed transactions with companies linked to directors were de minimis (<0.01% of revenues), ordinary-course, and did not impair independence. No related-party transactions requiring Audit Committee approval/SEC disclosure since Jan 1, 2024.
- Attendance: Board/committee attendance robust (avg. 97% in 2024); Raines met the ≥75% threshold for incumbent directors. Strong engagement signals.
- Compensation alignment: Director pay structure is conventional (cash retainer + time-based RSUs); Raines elected retainer RSUs (skin-in-the-game), with clear stock ownership guidelines and restrictions on sales until compliance. No director options/PSUs; vesting on change-in-control disclosed.
- Red flags: None disclosed for Raines. No Section 16(a) delinquency noted for directors, no hedging/pledging, no related-party transactions, and strong attendance.
RED FLAGS: None disclosed specific to John Raines (no related-party transactions, no hedging/pledging, independence affirmed, attendance thresholds met).
Signals supportive of investor confidence: Audit/Sustainability committee service; independence; RSU election indicating alignment; stock ownership guideline compliance; robust overall board attendance.