Pierre Brondeau
FMCAbout Pierre Brondeau
Pierre R. Brondeau, Ph.D., is Chairman and Chief Executive Officer of FMC; he resumed the CEO role on June 11, 2024 and has served as Chairman since October 2010 (previously CEO 2010–2020 and Executive Chairman June 2020–April 2021) . He holds a Ph.D. in Biochemical Engineering and has extensive senior leadership experience across agriculture, specialty materials and chemicals, with global responsibilities at Rohm and Haas and Dow . In 2024 FMC delivered $4.25B of revenue, Adjusted EBITDA of $903M, and Free Cash Flow of $614M, while Net Income declined to $342M due to prior-year tax benefits; management highlighted ~$165M restructuring savings and the sale of Global Specialty Solutions (GSS) for $350M . Relative TSR headwinds drove zero payouts for 2022 PSU awards and sub-target rTSR achievement in 2023–2024, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FMC Corporation | Chairman and Chief Executive Officer | CEO since Jun 2024; Chairman since Oct 2010 | Led cost restructuring and portfolio actions; prior cycles experience positions him to lead through ag downturns |
| FMC Corporation | Chief Executive Officer; President | CEO Jan 2010–May 2020; President Jan 2010–May 2018 | Drove transition to focused agricultural sciences company |
| FMC Corporation | Executive Chairman | Jun 2020–Apr 2021 | Board leadership and strategy oversight |
| Dow Advanced Materials Division | President and CEO | Through Sep 2009 | Managed global materials business post-Rohm and Haas acquisition |
| Rohm and Haas Company | President & COO; various executive roles | 1989–May 2008 | Global leadership in marketing, R&D, operations; M&A integration experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TE Connectivity Ltd. | Director | Not disclosed | Former board service |
| Livent Corporation | Director | Through closing of Livent–Allkem merger | Former board service; FMC lithium separation sponsor |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Base Salary | $1,300,000 | Established upon appointment as CEO in Jun 2024 |
| Target Annual Bonus | 135% of base (prorated) | Set in offer letter; 2024 prorated target $978,197 |
| Actual 2024 STI Paid | $1,124,927 | Weighted payout 115% of target (company metric reduced to 100% via negative discretion; individual 150%) |
| Sign-on Equity (2024) | $8,500,000 total | 50% NQSOs ($4,250,000) + 50% RSUs ($4,250,000), 2-year cliff vest; accelerated upon orderly CEO transition |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Basis | Vesting | Notes |
|---|---|---|---|---|---|---|
| Adjusted Earnings | 70% (company metric) | $454M | $445M | 83% initial; multipliers lifted to 141%; Committee exercised negative discretion to 100% | ||
| Free Cash Flow Multiplier | Modifier | $500M | $614M | 130% multiplier applied to AE metric (before negative discretion) | ||
| Run-rate Synergy Multiplier | Modifier | $140M | >$250M | 130% multiplier applied to AE metric (before negative discretion) | ||
| Individual Performance | 30% | N/A | 150% for CEO | Weighted 45% contribution to STI computation | ||
| 2022 PSU (matured 12/31/2024) rTSR + Operating Cash | 70% rTSR / 30% Op Cash | Various | rTSR: mixed; Op Cash below threshold | 0% payout overall | 3-year | Zero payout citing rTSR and operating cash results |
| 2023–2025 PSU rTSR (Year 1 2023) | 25% tranche | rTSR vs peers | 5.9th percentile | 0.00 rating | Banked units require service; payout capped if cumulative TSR negative | |
| 2024–2026 PSU rTSR (Year 1 2024) | 25% tranche | rTSR vs peers | 35.6th percentile | 0.52 rating | Banked units; service condition through 2026 |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (12/31/2024) | 332,199 shares | Less than 1% of class |
| Exercisable Options (within 60 days, 12/31/2024) | 211,284 | Included in beneficial ownership |
| Director RSUs credited (prior non-employee service) | 3,535 RSUs | Granted during time as non-employee director |
| Ownership Guidelines (Executives) | CEO: 6x base salary | All NEOs were in compliance as of 12/31/2023 |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policy for directors/officers |
Employment Terms
| Provision | Terms |
|---|---|
| Offer Letter (Jun 2024) | Base $1.3M; target bonus 135% (prorated 2024); eligibility for LTI; $8.5M sign-on equity (50% NQSOs, 50% RSUs); 2-year cliff vest with acceleration upon orderly CEO succession |
| Executive Severance Plan (adopted Dec 11, 2024) | Non-CIC termination: lump sum = Non-CIC multiple × (base + target bonus); Non-CIC multiple for CEO: 2x; plus prorated bonus, $20,000 cash, and 12 months employer healthcare contribution |
| Change-in-Control (double trigger) | CIC termination within 2 years of CIC: lump sum = CIC multiple × (base + target bonus); CIC multiple for CEO: 3x; plus prorated bonus, $20,000 cash, and healthcare contribution for 36 months (12 × CIC multiple) |
| Excise Tax Treatment | Best-net approach (cutback to safe harbor if results in greater net after-tax) |
| Non-Compete / Non-Solicit | Non-compete and non-solicit covenants for 12 months post-termination as a condition to severance; enforcement and injunctive remedies specified |
Board Governance
- Brondeau is a non-independent employee director (Chairman and CEO), and chairs the Executive Committee; the Board maintains a Lead Independent Director (C. Scott Greer) who presides over executive sessions and serves as liaison with independent directors .
- Board committees: Audit, Compensation and Human Capital, Nominating and Corporate Governance, Executive, Sustainability; all committees except Executive are composed of independent, non-employee directors .
- 2024 meeting attendance averaged 97%; all incumbent directors met at least 75% attendance thresholds .
Director Compensation
| Year | Cash Fees | Stock Awards | All Other | Total | Notes |
|---|---|---|---|---|---|
| 2024 | $111,806 | $140,031 | $0 | $251,837 | Non-employee director until Jun 11, 2024; continued vesting on director RSUs while serving as employee director; employees receive no additional pay for board service |
| 2023 | $250,000 | $140,047 | $0 | $390,047 | Non-executive Chairman (separate roles in 2023) |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval was approximately 89% in 2024, and FMC reports over 89% approval in each of the last 5 years, with ongoing investor outreach focused on compensation transparency and alignment .
Performance & Track Record
- 2024: Delivered $4.25B revenue; Adjusted EBITDA $903M; Free Cash Flow $614M; ~$165M restructuring savings; completed sale of GSS business for $350M; management cited destocking and cautious customer purchasing as key headwinds .
- PSU outcomes: 2022 grant paid 0%; 2023–2025 and 2024–2026 rTSR year-one ratings were 0.00 and 0.52, respectively, reflecting industry challenges and TSR pressure; Committee emphasizes rTSR and ROIC in long-term plan to align with shareholders .
Compensation Structure Analysis
- Cash vs equity mix: Mid-year CEO transition led to a significant one-time sign-on equity grant (NQSOs/RSUs, 50/50) with two-year cliff vest, aligning incentives to near-term performance and stock price appreciation; CEO did not receive regular 2024 LTI PSUs given mid-year start .
- Shift in PSU metrics: 2024 PSUs for other NEOs retained 70% rTSR and changed the secondary 30% metric to Adjusted Average ROIC to strengthen value creation focus without duplicating STI metrics .
- Governance features: Double-trigger CIC; clawback policy updated per Dodd-Frank; anti-hedging/pledging; executive ownership requirements; no excise tax gross-ups; use of independent compensation consultant .
Risk Indicators & Red Flags
- Combined Chairman/CEO structure can raise independence concerns; FMC mitigates with a Lead Independent Director and regular executive sessions .
- Hedging/pledging prohibited for insiders; no related party transactions required approval/ratification since Jan 1, 2024, reducing conflict risk .
- PSU zero payouts and negative discretion on STI financial metric in 2024 indicate rigorous pay-for-performance application during downturns .
Compensation Peer Group (2024 setting)
- Peer group used for 2024 compensation decisions includes Albemarle, Corteva, Nutrien, Celanese, IFF, Mosaic, H.B. Fuller, Chemours, and others; methodology considers size, industry, and M&A dynamics .
Equity Vesting Schedules and Insider Selling Pressure
- Sign-on NQSOs and RSUs cliff vest at the 2-year anniversary of grant (generally requiring continued employment), with accelerated vesting upon appointment of a successor CEO and orderly transition; this reduces near-term selling pressure until 2026 and aligns with leadership continuity .
- Director RSUs vest annually and can be deferred; continued vesting applies during employment for awards granted as director; employees cannot receive new director equity while serving .
Investment Implications
- Alignment and retention: The 2x/3x severance and 12-month non-compete under the Executive Severance Plan support retention and orderly transitions; sign-on equity vesting terms signal confidence in near-term execution and stock recovery .
- Pay-for-performance integrity: Negative discretion on STI, zero PSU payouts, and ROIC-focused PSUs reinforce discipline amid cyclical pressures—good for long-term holders but may cap upside compensation without clear TSR recovery .
- Governance: Combined Chair/CEO remains a watch item; Lead Independent Director and strong committee independence help mitigate, but investors may prefer eventual role separation in steadier conditions .
- Trading signals: Upcoming vesting cliffs (2026) and rTSR banked units tied to service could constrain insider selling in the near term; watch for performance-based vesting outcomes and any accelerated vesting upon leadership changes .
All information above is sourced from FMC’s 2025 and 2024 DEF 14A proxy statements and related 8-K filings.