Patricia Verduin
FMCAbout Patricia Verduin
Patricia Verduin, Ph.D., age 65, has served as an independent director of FMC since 2023. She is the former Chief Technology & Science Officer of Colgate-Palmolive (2009–2023) and holds a PhD in Food Chemistry from Rutgers University. Her background spans global R&D leadership, product manufacturing and sustainability across consumer products and food, with prior leadership roles at ConAgra (Conagra Brands), Nabisco, and the Consumer Brands Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colgate-Palmolive | Chief Technology & Science Officer | 2009–2023 | Led 2,000+ global scientists/engineers; drove formula, manufacturing and sustainability footprint improvements . |
| ConAgra (Conagra Brands) | Leadership roles | n/d | Brought agriculture/food industry expertise; innovation and plant science exposure . |
| Nabisco | Leadership roles | n/d | Consumer products operations/innovation experience . |
| Consumer Brands Association | Leadership roles | n/d | Regulatory and industry advocacy experience . |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Ingredion Corporation | Director | Public company board service . |
| Avient Corporation | Director | Public company board service . |
| Charcot-Marie-Tooth Organization | Director | Non-profit board service . |
| Valley Hospital (Ridgewood, NJ) | Director | Non-profit/academic board service . |
| Monsanto Company (pre-acquisition) | Director (until acquired by Bayer in 2018) | Prior public company board service; agriculture industry exposure . |
Board Governance
- Independence: The Board affirmatively determined Dr. Verduin is independent under SEC/NYSE rules; FMC reviewed all director-related transactions with outside companies, found them de minimis (<0.01% of revenues) and ordinary course, and concluded independence is not impaired .
- Committee assignments: Member, Compensation & Human Capital Committee (7 meetings in 2024) and Sustainability Committee (4 meetings in 2024). Not a chair; chairs disclosed separately (Comp Chair: Johnson; Sustainability Chair: Kempthorne) .
- Attendance: In 2024 the Board held six in-person meetings; all incumbent directors attended ≥75% of combined Board/Committee meetings; average attendance was 97%. All directors attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors meet in regular executive sessions; Lead Director (Greer) presides .
- Board refresh and tenure policy: Non-employee directors not nominated after age 75; contingent resignations required under majority voting standard .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Detail | Vesting/Timing |
|---|---|---|
| Annual cash retainer | $92,968 (Fees Earned or Paid in Cash) | Paid quarterly (policy retainer $100,000; directors may elect all/half in RSUs) . |
| Stock awards (RSUs) | $140,031 grant date fair value | Annual RSU grant generally vests at next Annual Meeting or first anniversary; change-in-control accelerates . |
| Other compensation | $15,000 (charitable matching gifts plan) | Company matches up to $15,000 per director/year . |
| Committee fees | Not applicable (no Audit membership; Audit members receive $5,000/yr; chair fees vary) . | Paid quarterly . |
| Meeting fees | None (no separate meeting fees) . | n/a |
Notes: Under the Director Compensation Policy, non-employee directors receive an annual $100,000 retainer (cash unless elected in RSUs), plus modest role-based cash increments (Audit member $5k; Committee Chair $15k–$20k; Lead Director $30k; Non-Exec Chair $150k). Retainer RSUs vest ratably over one year; annual RSUs vest as above, with dividend equivalents credited in RSUs and paid on the same vesting schedule .
Performance Compensation (Structure for Directors)
| Award Type | Grant Date | Grant Value | Vesting Schedule | Performance Metrics Tied | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSUs | April 30, 2024 | $140,031 | Vests at next Annual Meeting or first anniversary . | None (time-based; directors do not receive performance-based awards) . | Accelerated vesting . |
| Retainer RSUs (if elected) | n/a for Verduin | n/a | Ratably over one year . | None . | Accelerated vesting . |
Dividend equivalents are credited in RSUs during the vesting period; directors may elect payment timing for vested RSUs (upon cessation of service or change-in-control if no prior election) .
Other Directorships & Interlocks
| External Company | FMC Interaction Review | Independence Outcome |
|---|---|---|
| Companies where directors serve (incl. Ingredion, Avient, etc.) | Board reviewed all purchases/sales with companies on which a director serves and deemed them de minimis (<0.01% of FMC revenues) and ordinary course . | Board concluded such relationships do not impair independence . |
Expertise & Qualifications
- Global R&D leadership and innovation pipeline management; manufacturing and sustainability footprint improvements in consumer products .
- Agriculture industry perspective via prior service at ConAgra and Monsanto; ESG experience managing social/environmental product impacts .
- PhD in Food Chemistry (Rutgers), enhancing technical depth relevant to FMC’s crop protection technologies and discovery research .
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 1,238 FMC shares; less than 1% of class . | Includes directly/beneficially owned and RSUs vesting within 60 days per footnotes framework; directors overall own <1%. |
| Vested RSUs credited (director accounts) | 1,181 credited to Verduin . | Directors have no voting/disposal power until distribution; unsecured claim; dividend equivalents credited as additional RSUs . |
| Unvested RSUs outstanding (FY-end) | 2,373 unvested RSUs . | From 2024 annual grant; vests as noted . |
| Ownership guideline | 5x annual cash retainer ($500,000) . | Five-year phase-in from election; undistributed RSUs count; options do not; as of 12/31/2024 all directors compliant or within phase-in . |
| Hedging/pledging | Prohibited for insiders (directors/officers and related entities) . | Restrictions include collars, swaps, forwards, margin pledging; intended to maintain alignment . |
Shareholder Voting Signals (2024)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Patricia Verduin, Ph.D. (Director) | 99,716,777 | 3,467,333 | 64,774 | 11,150,288 |
| Say-on-Pay (Advisory) | 91,830,419 | 11,192,405 | 226,060 | 11,150,288 |
| Auditor (KPMG LLP) Ratification | 107,474,727 | 6,592,523 | 331,922 | n/a |
Governance Assessment
- Board effectiveness: Verduin adds deep technical and sustainability expertise aligned to FMC’s product stewardship and R&D-heavy crop protection model; active service on Compensation & Human Capital and Sustainability Committees indicates engagement in key human capital, pay governance, and ESG oversight (7 and 4 meetings, respectively) .
- Independence and conflicts: Board’s annual independence review found transactions with outside companies de minimis (<0.01% of revenues), ordinary course, and not impairing independence; Verduin is explicitly designated independent .
- Attendance and engagement: Strong attendance culture (97% average; all directors ≥75% and attended the 2024 Annual Meeting) supports robust oversight; no attendance red flags disclosed for Verduin .
- Ownership alignment: Director ownership policy (5x retainer; RSUs count) and anti-hedging/anti-pledging policies reinforce alignment; Verduin’s mix includes annual RSUs ($140,031) and credited RSUs (1,181), with additional unvested RSUs outstanding (2,373) .
- Compensation structure: Director pay is predominantly fixed cash retainer plus time-based RSUs; no options or performance-conditioned equity for directors, minimizing pay complexity and misaligned incentives; charitable matching (up to $15k) is standard and transparent (Verduin utilized $15k in 2024) .
- Shareholder support: 2024 vote tallies show strong support for Verduin’s election and a passed say-on-pay, suggesting investor confidence in board composition and compensation governance .
RED FLAGS:
- None disclosed specific to Verduin. No hedging/pledging permitted; no related-party transactions affecting independence; no attendance issues; no director-specific premium fees or unusual compensation .