K'Lynne Johnson
FMCAbout K’Lynne Johnson
Independent director at FMC since 2013; age 56. Former CEO, President, and Executive Chair of Elevance Renewable Sciences and senior executive at BP Innovene/BP Chemicals/Amoco, with 25 years of leadership roles across chemicals and technology development. She brings global experience (Asia and Europe), innovation in specialty chemicals, and board-level pay and talent oversight as Chair of FMC’s Compensation and Human Capital Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Renewable Sciences, Inc. | Executive Chair | Oct 2015–Feb 2016 | Oversaw strategic transition after 8-year CEO/President tenure |
| Elevance Renewable Sciences, Inc. | CEO & President | Eight years prior to Oct 2015 | Led global specialty chemicals business; technology development focus |
| BP Innovene (BP Chemicals) | SVP, Global Derivatives | Not disclosed | Senior leadership in global petrochemicals |
| Amoco/BP Chemicals/BP Innovene | Various leadership roles | 25 years | Global operations and technology leadership across chemicals |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Trinseo S.A. | Chair of the Board | Not disclosed | Board leadership role |
| J.M. Huber Corporation | Director | Not disclosed | Board member |
| BlueScope Steel Limited | Director | Not disclosed | Board member |
| Sylvatex Inc. | Director | Not disclosed | Board member |
Board Governance
- Committees: Chair, Compensation and Human Capital Committee; Member, Sustainability Committee; Member, Executive Committee.
- Independence: Board affirmatively determined she is independent under SEC/NYSE rules; transactions with companies where directors serve on boards were ordinary course and de minimis (<0.01% of FMC revenues).
- Attendance: Board held six in-person meetings in 2024; all incumbents attended at least 75% of Board/committee meetings; average attendance 97%. All directors attended the 2024 Annual Meeting.
- Executive sessions: Lead Director presides; non-employee directors meet regularly without management.
- Excessive commitments: Nominating & Corporate Governance Committee determined each director is in compliance with FMC’s governance principles regarding board commitments.
Fixed Compensation
| Component | Policy | K’Lynne Johnson 2024 |
|---|---|---|
| Annual cash retainer | $100,000; quarterly installments | $120,000 cash including $20,000 chair fee |
| Committee chair fee | $20,000 (Comp & Audit); $15,000 (Nominating & Sustainability) | $20,000 (Compensation Committee Chair) |
| Lead Director fee | $30,000 | Not applicable |
| Audit Committee member fee | +$5,000 | Not applicable |
| Meeting fees | None disclosed | None disclosed |
| Other compensation | Matching gifts up to $15,000 | $15,000 matching gifts |
Performance Compensation
| Component | Structure | 2024 Details |
|---|---|---|
| Annual RSU grant (directors) | $140,000 grant-date value; generally vests at next Annual Meeting or first anniversary; dividend equivalents credited; payout in stock per director election | $140,031 grant-date fair value in 2024; 2,373 unvested RSUs outstanding at year-end |
| Executive STI (oversight) | 70% financial (Adjusted Earnings) + 30% individual; multipliers for Free Cash Flow and Run‑rate Synergy (1.0–1.3) applied to AE; cap 220% on financial metric | 2024 AE: $445mm → 83% of target; Multipliers: FCF $614mm → 130%; Synergy >$250mm → 130%; Committee applied negative discretion to reduce financial payout to 100% of target |
| Executive LTI (oversight) | Mix of PSUs (rTSR 70%, Adjusted Avg ROIC 30%), RSUs, NQSOs; PSU payout 0–200%; negative TSR cap at 100% | 2022–2024 PSUs paid 0% (rTSR and Operating Cash underperformed); 2023–2025 and 2024–2026 interim rTSR periods ~0.52–0.53x to date |
| Governance levers | Robust clawbacks (STI/LTI), double‑trigger CIC, no hedging/pledging, ownership guidelines | Disclosed program features; ownership guidelines enforced |
2024 Executive STI Metrics (Committee Oversight)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Earnings ($mm) | 70% | 399 | 454 | 543 | 445 | 83% |
| Free Cash Flow Multiplier ($mm) | Multiplier | 300 | 500 | 614 | 614 | 130% |
| Run‑rate Synergy Multiplier ($mm) | Multiplier | 100 | 140 | >250 | >250 | 130% |
| Committee discretion | — | — | — | — | — | Reduced overall financial payout to 100% |
2024 PSU Performance Targets (Executive LTI Oversight)
| Metric | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| rTSR Percentile | 35th → 50% | 50th → 100% | 80th → 200% | Four measurement periods (3 single‑year + 3‑yr cumulative), 70% weight; negative 3‑yr TSR cap at 100% |
| Adjusted Avg ROIC | 7.6% → 50% | 8.9% → 100% | 10.5% → 200% | 30% weight; defined and adjustable for extraordinary events |
Other Directorships & Interlocks
- FMC independence review considered all purchases/sales with companies where directors serve on those boards; transactions were de minimis (<0.01% of FMC revenues), ordinary course, on market terms, and did not impair independence. No related party transactions required approval/disclosure since Jan 1, 2024.
- Compensation Committee Interlocks: All 2024 Compensation Committee members were independent; no insider participation or cross‑company compensation committee interlocks.
Expertise & Qualifications
- Specialty chemicals CEO experience with innovation and technology development; deep knowledge of Asia/Europe markets relevant to FMC footprint.
- Compensation governance and human capital oversight as FMC Compensation Committee Chair; sustainability oversight via Sustainability Committee.
Equity Ownership
| Holder | Beneficial Ownership (12/31/2024) | % of Class | Vested RSUs Credited | Unvested RSUs Outstanding |
|---|---|---|---|---|
| K’Lynne Johnson | 27,969 shares | <1% | 22,610 units | 2,373 units |
- Director Stock Ownership Policy: Minimum 5× annual cash retainer ($500,000); 5‑year phase‑in; sales restricted until guideline met. All directors were in compliance as of Dec 31, 2024. No hedging/pledging permitted.
Fixed Compensation (Director 2024 Detail)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| K’Lynne Johnson | 120,000 | 140,031 | 15,000 | 275,031 |
Performance Compensation (Executive Program Under Her Committee)
| Element | Weight/Mix | 2024 Outcome Highlights |
|---|---|---|
| STI – Adjusted Earnings + Multipliers | 70% AE; 30% individual; FCF & Synergy multipliers (1.0–1.3) | AE achieved 83%; multipliers at 130% each; Committee reduced financial payout to 100% to align with overall performance |
| LTI – PSUs (rTSR 70%, ROIC 30%); RSUs; NQSOs | CEO: PSUs 50%, RSUs 20%, NQSOs 30; others: PSUs 40%, RSUs 30%, NQSOs 30 | 2022–2024 PSU payout 0%; interim rTSR for 2023–2025 and 2024–2026 below target to date, evidencing pay‑for‑performance alignment |
Compensation Committee Analysis
- Membership: Johnson (Chair), Fortmann, DiSilvestro, Kempthorne, Verduin; seven meetings in 2024.
- Mandate: Reviews/approves executive compensation, goals/metrics, succession; administers Incentive Stock Plan; oversees ownership guidelines and clawback/hedging/pledging policies.
- Consultant: Aon plc engaged; independence assessed; 2024 fees $218,219 for executive/director comp services; $4,218,440 for other Aon services; Committee retained sole authority over consultant engagement.
- Say‑on‑Pay: 2024 approval ~89%; annual approvals over last five years exceeded 89%. Committee Chair participated in shareholder outreach (~70% shares contacted; ~9% met).
Employment & Contracts (Oversight Actions in 2024)
- CEO transition: Separation agreement for former CEO Mark Douglas included lump‑sum severance equal to 2× salary+target bonus; prorated 2024 bonus at actual performance with individual metric set at 1.0; COBRA premium lump‑sum; $20,000 transition payment; equity vesting treatment per retirement definitions; covenants (non‑compete/non‑solicit 24 months).
- New CEO compensation: Offer letter for Pierre Brondeau (appointed June 11, 2024) – base $1,300,000; STI target 135% (prorated); sign‑on LTI $8.5mm (50% NQSOs, 50% RSUs) with 2‑year cliff vest and accelerated vesting upon orderly CEO succession transition.
Related Party Transactions
- Policy: Written Statement of Policy; thresholds and review process via Audit Committee/Nominating & Corporate Governance Committee depending on interest and amounts; corporate opportunities policy.
- 2024 Activity: No transactions required approval/ratification under the Policy or disclosure under SEC rules since Jan 1, 2024.
Governance Assessment
- Strengths: Independent director with deep chemicals/innovation background; Chairs Compensation Committee with demonstrated pay‑for‑performance discipline (negative discretion on STI; zero PSU payouts tied to underperformance); robust attendance; strong ownership alignment (guidelines compliance); no related‑party issues; active shareholder engagement; robust clawbacks and no hedging/pledging; double‑trigger CIC.
- Potential watch items: Multiple external board roles could raise workload concerns, but FMC’s governance committee reviewed commitments and found compliance; continued oversight of severance/transition decisions to avoid pay inflation risk (Douglas severance updated to market).
Net view: Johnson’s committee leadership and compensation rigor support investor confidence; no material conflicts or attendance issues; alignment reinforced by stock ownership and restrictive anti‑hedging/pledging policy.