Margareth Ovrum
FMCAbout Margareth Øvrum
Margareth Øvrum (age 66) is an independent director of FMC, serving since 2016. She is the retired Executive Vice President, Development & Production Brazil of Equinor ASA and was a member of Equinor’s Corporate Executive Committee since 2004, with global responsibilities across new energy, HSE, technology, projects and drilling . She is affirmed independent under SEC/NYSE rules; the Board found any transactions connected to companies on which directors serve to be de minimis and not impairing independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equinor ASA (formerly Statoil) | Executive Vice President, Development & Production Brazil; President of Equinor Brazil | Named EVP D&P Brazil Oct 2018; retired Jan 2021 | Global responsibilities across new energy, HSE, technology, research, procurement, projects, drilling |
| Equinor ASA | Executive Vice President, Technology, Projects & Drilling; Technology & New Energy; Health, Environment and Safety | Various EVP roles since appointment to Corporate Executive Committee in 2004 | Led major technical and safety domains; broad operational oversight |
| Equinor ASA | Senior Vice President, Operations Support; Vice President, Veslefrikk Field; Platform Manager | Prior roles (pre-2004) | Front-line asset and operations leadership |
External Roles
| Company | Role | Status/Notes |
|---|---|---|
| TechnipFMC plc | Director | Current board member |
| Harbour Energy plc | Director | Current board member |
| Transocean Ltd. | Director | Current board member |
| Fox Innovation & Technologies Inc. | Director | Current board member |
Board Governance
- Independence: FMC’s Board affirmed Øvrum as independent; it reviewed all director-linked transactions and found them de minimis (<0.01% of FMC revenues) and ordinary-course terms, not impairing judgment .
- Committee assignments (2024): Nominating & Corporate Governance Committee (member); Sustainability Committee (member) .
- Attendance and engagement: In 2024, the Board held six in‑person meetings; all incumbent directors attended ≥75% of Board and committee meetings; average attendance was 97% . FMC expects all directors to attend annual meetings; all incumbents attended in 2024 .
- Executive sessions: Non‑employee directors meet in regular executive sessions; the Lead Director (C. Scott Greer) presides .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Committee/Chair fees | None disclosed for Øvrum (not an Audit member/chair; Nominating/Sustainability chair fees $15k apply to chairs only) | None disclosed for Øvrum (not a chair; Audit member fee $5k applies to Audit only) |
| Meeting fees | Not specified; program centers on retainers and chair/member fees | Not specified; program centers on retainers and chair/member fees |
| All other compensation | $0 | $0 |
| Total director compensation | $240,047 | $240,031 |
Notes:
- Audit Committee members receive +$5,000/year; chairs receive +$15,000 (Nominating, Sustainability) or +$20,000 (Compensation, Audit); Lead Director receives +$30,000; Non‑Executive Chair receives +$150,000 (not applicable to Øvrum) .
Performance Compensation
| Equity Element | 2023 | 2024 |
|---|---|---|
| Annual RSU grant value (directors) | $140,047 grant-date fair value | $140,031 grant-date fair value |
| Unvested FMC RSUs outstanding (year‑end) | 1,150 units | 2,373 units |
| Vesting terms | Annual grant generally vests at next Annual Meeting or first anniversary; retainer RSUs vest ratably over one year; dividend equivalents accrue as RSUs | Same terms; dividend equivalents accrue; payment timing per election/change in control |
- Payment of vested RSUs: Directors may elect payment timing; otherwise paid at Board departure or change in control; sale restrictions apply under ownership policy .
- Dividend equivalents: Credited in RSUs and follow the same vesting schedule .
Other Directorships & Interlocks
- FMC’s independence review covered transactions with companies where directors serve; all such purchases/sales were de minimis (<0.01% of FMC revenues), ordinary course, and not independence‑impairing .
- No related-party transactions involving directors required Audit Committee approval/ratification or SEC disclosure since Jan 1, 2024; policy defines thresholds and oversight .
Expertise & Qualifications
- Deep operations and process technology experience; cybersecurity, safety, sustainability, and environmental management focus aligned to chemical industry risk areas .
- International perspective with exceptional knowledge of European markets and Brazil—both strategically relevant to FMC .
Equity Ownership
| Metric | 2023 (as of 12/31/2023) | 2024 (as of 12/31/2024) |
|---|---|---|
| Beneficial ownership (FMC common shares) | 14,004 shares; each director <1% | 15,661 shares; each director <1% |
| Vested RSUs credited (included in beneficial ownership) | 12,824 units | 14,481 units |
| Unvested RSUs outstanding | 1,150 units | 2,373 units |
| Shares outstanding (reference) | 124,816,655 (record date 3/4/2024) | 124,903,929 (record date 2/28/2025) |
| Ownership as % of shares outstanding (approx.) | ~0.0112% (14,004 ÷ 124,816,655) | ~0.0125% (15,661 ÷ 124,903,929) |
| Hedging/Pledging | Prohibited by FMC policy for directors and officers | |
| Director ownership guidelines | 5× annual cash retainer ($500,000) minimum; 5‑year phase‑in; unvested/vested RSUs count; options do not count | |
| Compliance status | All directors compliant as of year‑end (2023/2024) |
Board Governance
- Committees:
- Nominating & Corporate Governance Committee (member); 5 meetings in 2024 .
- Sustainability Committee (member); 4 meetings in 2024 .
- Independence: Affirmed; no material relationships; broad review of director‑linked transactions found de minimis impact .
- Attendance: Board held 6 meetings in 2024; incumbents ≥75% attendance; average 97% .
- Governance infrastructure: Charters posted; robust director orientation and continuing education; annual Board/committee self‑evaluations; retirement policy at age 75; majority voting with contingent resignations in uncontested elections; regular executive sessions led by Lead Director .
Governance Assessment
- Alignment and effectiveness: Øvrum’s deep operational, safety, and sustainability expertise is highly relevant to FMC’s risk profile, supporting quality oversight on Sustainability and Governance committees .
- Independence and conflicts: Independence affirmed; Board’s transaction review (including companies where directors serve) found ordinary‑course, de minimis activity (<0.01% of FMC revenues), mitigating conflict risk . No related‑party transactions requiring disclosure since Jan 1, 2024 .
- Engagement and attendance: Strong overall attendance metrics (97% average in 2024) and regular executive sessions reinforce effective oversight and independent deliberation .
- Ownership alignment: Compliant with 5× retainer stock ownership guideline; prohibitions on hedging and pledging strengthen alignment and reduce risk .
- Compensation structure for directors: Balanced mix of fixed cash retainer ($100,000) and equity ($140,000 RSUs), without meeting fees; no option grants to directors; design supports long‑term orientation with vesting discipline and dividend equivalents .
RED FLAGS: None identified in disclosures—no related‑party transactions, no hedging/pledging, independence affirmed, and strong attendance. Potential interlocks exist via service on external boards (TechnipFMC, Transocean, Harbour Energy), but Board’s de minimis finding and independence determination mitigate conflict concerns .