Robert Pallash
FMCAbout Robert C. Pallash
Independent director since 2008 (age 73); retired President, Global Customer Group and Senior Vice President at Visteon Corporation, with prior Asia leadership roles. He brings extensive international operating experience (particularly in Asia) and is “financially literate” under NYSE rules; FMC’s Board affirmatively determined his independence (no material business, family, or other relationships) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visteon Corporation | President, Global Customer Group; Senior Vice President | 2008–2013 (joined Visteon in 2001) | Led global customer operations; prior VP Asia Pacific and SVP Asia Customer Group |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadium Lithium plc | Director | Current | Committee roles not disclosed in FMC proxy |
| Livent Corporation (predecessor to Arcadium Lithium) | Director | Prior | Committee roles not disclosed in FMC proxy |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee member .
- Chair roles: None; Audit chaired by Eduardo Cordeiro, Sustainability chaired by Dirk Kempthorne .
- Independence: Board determined all non‑employee directors, including Pallash, are independent; cross‑company transactions involving FMC and companies on which directors serve were de minimis (<0.01% of FMC revenues) and ordinary course .
- Attendance and engagement: Board held 6 in‑person meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; average attendance 97%. All directors attended the 2024 Annual Meeting .
- Executive sessions: Regular sessions of non‑employee directors; presided over by Lead Director C. Scott Greer .
- Related-party oversight: Written policy requires Audit Committee approval/ratification for related-party transactions; none required or disclosed since January 1, 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Policy applies to non‑employee directors |
| Audit Committee membership fee | $5,000 | Annual additional fee |
| Cash fees earned (2024) | $105,000 | Reported as “Fees Earned or Paid in Cash” |
| Other cash/fees | $0 | No meeting fees; no nonqualified deferred comp participation |
| Matching gifts (2024) | $0 | Eligible up to $15,000; none taken in 2024 |
Performance Compensation
Directors do not receive performance‑based bonuses; equity is time‑based RSUs designed for alignment and retention.
- Annual RSU grant: $140,031 grant‑date fair value; generally vests at the next Annual Meeting or first anniversary; dividend equivalents credited as RSUs and vest on the same schedule .
- Retainer RSU election: Pallash elected to receive half of his annual retainer in RSUs (848 RSUs granted on April 30, 2024) .
- Change‑in‑control: Unvested director RSUs accelerate upon change in control under policy .
- Vesting schedules: Retainer RSUs vest ratably over one year; annual RSUs cliff vest at next Annual Meeting/first anniversary .
| Equity Awards (2024) | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | 4/30/2024 | Not disclosed (value-based) | $140,031 | Cliff vest at 2025 Annual Meeting/first anniversary |
| Retainer RSUs (½ retainer) | 4/30/2024 | 848 RSUs | Reported within retainer election | Ratable over one year |
| Unvested RSUs outstanding (FY-end) | 12/31/2024 | 2,651 RSUs | — | Time-based vesting per policy |
Other Directorships & Interlocks
- External boards: Arcadium Lithium plc (and prior Livent). FMC’s Board reviewed cross‑company transactions with companies on which directors serve and deemed them de minimis (<0.01% of FMC revenues), in the ordinary course, not impairing independence .
- Potential interlock context: Arcadium/Livent connection reflects FMC’s historical lithium separation; no related‑party transactions disclosed or requiring Audit Committee approval in 2024 .
Expertise & Qualifications
- International operations leadership with Asia focus; valuable given FMC’s significant business in Asia .
- Financial literacy per NYSE standards (enhances Audit Committee contributions) .
- Sector experience in global manufacturing and supply chains via automotive parts background .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (12/31/2024) | 50,375 shares | Less than 1% of class |
| Vested RSUs credited (included in beneficial ownership) | 46,530 units | Directors have no voting/disposition until distribution; dividend equivalents credited |
| Unvested RSUs outstanding | 2,651 units | As of fiscal year-end |
| Shares pledged as collateral | None disclosed | Hedging/pledging prohibited by policy |
| Ownership guidelines | 5x annual cash retainer ($500,000) | All directors in compliance as of 12/31/2024 |
Governance Assessment
- Strengths: Dual committee service (Audit and Sustainability), strong attendance, Board‑affirmed independence, no related‑party transactions, and compliance with robust stock ownership guidelines; hedging/pledging prohibited—a positive alignment signal .
- Compensation alignment: Mix of fixed cash retainer, modest committee fee, and time‑based RSUs (including elective retainer RSUs) supports long‑term alignment without short‑term performance gaming; change‑in‑control RSU acceleration typical for market practice .
- Potential RED FLAGS: Long tenure (since 2008) and age 73 imply approaching FMC’s director retirement policy threshold (no nomination after age 75), which could signal upcoming board turnover; not inherently a conflict but relevant for continuity planning .
- Net takeaway: No material conflicts or related‑party exposure identified; governance profile and equity ownership indicate solid alignment with shareholders and effective committee engagement .