Kathy Fortmann
FMCAbout Kathy L. Fortmann
Independent director at FMC since 2022; age 57. Currently CEO of Amyris, Inc. (appointed May 2024), with prior senior leadership roles across ingredients, chemicals and agriculture-related businesses, including DuPont, Royal FrieslandCampina, International Flavors & Fragrances (IFF), and ACOMO N.V. Her background emphasizes global operations (EMEA), sustainability, and M&A integration experience .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| DuPont | Technical and business roles (multiple) | ~15 years | Foundational operating, technical, and business experience in chemicals and ingredients . |
| Royal FrieslandCampina N.V. | President, FrieslandCampina Ingredients | Sep 2017 – Mar 2020 | Restructured the food ingredients business . |
| International Flavors & Fragrances Inc. | Business leader, led integration of DuPont’s ingredients with IFF | 2020 – 2021 | Led integration to form IFF’s largest ($6B) business . |
| ACOMO N.V. (Amsterdam Commodities) | CEO | Sep 2021 – Nov 2023 | CEO of a natural food ingredients company listed on Euronext Amsterdam . |
| Amyris, Inc. | CEO | May 2024 – present | Synthetic biology company CEO; provides global operations and sustainability perspective . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| PPG Industries, Inc. | Director | Current | Public company board; industrial/chemicals exposure . |
| James Finlay Limited | Director | Dec 2019 – Sep 2021 | Prior board role in agribusiness-related company . |
| ACOMO N.V. | Director | Sep 2021 – Nov 2023 | Prior public-company board role concurrent with CEO service . |
Board Governance
- Independence and engagement: Board determined Ms. Fortmann is independent under SEC/NYSE standards; she is a non-employee director. In 2024, all incumbent directors attended at least 75% of Board/committee meetings, with average attendance of 97% .
- Committee assignments: Member, Compensation & Human Capital Committee (Chair: K’Lynne Johnson); Member, Nominating & Corporate Governance Committee (Chair: John Davidson) .
- Chair roles: None disclosed for Ms. Fortmann .
- Executive sessions: FMC holds regular executive sessions led by the Lead Director (C. Scott Greer) .
- Independence safeguards: Board reviewed transactions involving companies where directors serve; all de minimis (<0.01% of FMC revenues) and not impairing independence. No related-party transactions requiring approval/ratification since Jan 1, 2024 .
- Excessive commitments: Nominating Committee evaluated directors’ outside roles; determined all are in compliance and not overcommitted as of the proxy date .
Fixed Compensation
| Component (2024) | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Committee membership fees | $0 | Only Audit Committee members receive $5,000; she is not on Audit . |
| Committee chair fees | $0 | Chairs receive $15,000–$20,000; Ms. Fortmann is not a chair . |
| Lead Director fee | $0 | Not applicable; Lead Director fee is $30,000 . |
| Meeting fees | None disclosed | FMC does not pay per-meeting fees. |
| Other compensation | $15,000 (charitable match) | Matching gifts program capped at $15,000 . |
| Total 2024 director compensation | $255,031 | Cash $100,000; stock awards $140,031; other $15,000 . |
Notes: Ms. Fortmann elected to receive her April 2024–April 2025 annual retainer in RSUs rather than cash; grant of 1,695 RSUs on April 30, 2024 reflected in “Fees Earned” column accounting presentation .
Performance Compensation
| Equity Component | Grant Value/Units | Grant Date | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant | $140,031 | Apr 30, 2024 (directors) | Vests at the next Annual Meeting or first anniversary, or upon change-in-control; dividend equivalents accrue as RSUs . |
| Retainer RSU election | 1,695 RSUs | Apr 30, 2024 | Vests ratably over one year; dividend equivalents accrue; payment timing per director’s election . |
Program structure: FMC uses time-based RSUs for directors; no performance-conditioned equity (e.g., PSUs) for non-employee directors. Dividend equivalents are credited in RSUs; distributions are in common stock upon separation or elected timing, subject to ownership policy .
Other Directorships & Interlocks
| Company | Shared Interlocks with FMC directors/executives | Conflict Indicator |
|---|---|---|
| PPG Industries, Inc. | None disclosed among current FMC directors | No specific transactions disclosed; Board independence affirmed . |
| James Finlay Limited | None disclosed | Prior role; no FMC related-party transactions disclosed . |
| ACOMO N.V. | None disclosed | Prior role; no FMC related-party transactions disclosed . |
The Board reviews transactions with companies where directors serve; any such activity was de minimis (<0.01% of FMC revenues), ordinary course, and did not impair independence .
Expertise & Qualifications
- Global operations and EMEA market leadership, directly relevant as FMC has significant EMEA exposure .
- Industry experience across agriculture-adjacent ingredients, chemicals, and sustainability; M&A integration track record (IFF/DuPont) and CEO experience at ACOMO/Amyris .
- Governance and compensation oversight experience via Nominating and Compensation Committees .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 5,660 shares | Includes vested RSUs credited to director accounts . |
| Ownership % of outstanding | <1% | Less than 1% of class . |
| Unvested FMC RSUs outstanding (FY-end) | 2,928 units | FY-end aggregate unvested RSUs . |
| Director stock ownership guideline | 5× annual cash retainer ($500,000) | Includes both vested and unvested RSUs; options excluded . |
| Compliance status (Dec 31, 2024) | In compliance | All directors compliant with policy as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited (policy) | Insider trading policy and governance practices forbid hedging/pledging . |
Governance Assessment
- Alignment signals: Ms. Fortmann elected to receive her annual retainer in RSUs (1,695 units), increasing equity alignment; annual RSU grant of $140,031 further ties compensation to long-term stockholder value; she is in compliance with FMC’s robust 5× retainer ownership guideline .
- Board effectiveness: Active service on Compensation & Human Capital and Nominating & Corporate Governance Committees supports oversight of pay, succession, and governance; Board-wide attendance was strong (97% average; all incumbents ≥75%) .
- Independence and conflicts: Board affirmed independence; related-party review found no material transactions and none requiring approval/ratification since Jan 1, 2024; transactions with companies where directors serve were de minimis (<0.01% of FMC revenues) and ordinary course .
- Potential red flags: Concurrent CEO role at Amyris implies time/commitment risk; mitigated by Nominating Committee’s explicit assessment that directors are not overcommitted as of the proxy date . No hedging/pledging permitted; no director-specific gross-ups or perquisites beyond charitable match .
- Compensation structure quality: Director pay is modest and standard (cash retainer $100k; annual RSUs $140k; no meeting fees); additional fees only for chairs/Audit members; Ms. Fortmann holds no chair roles, limiting pay inflation risk .
Overall, Ms. Fortmann presents strong industry and operations credentials, clear equity alignment through RSU elections, and clean independence indicators. No material conflicts or related-party exposures were disclosed, and attendance/governance practices support investor confidence .