Ronaldo Pereira
FMCAbout Ronaldo Pereira
Ronaldo Pereira is President of FMC, appointed in June 2024 after nearly 28 years in marketing, business development and commercial leadership roles across Latin America and the Americas; prior roles include President, FMC Americas, and earlier leadership at Rotam CropSciences in Brazil . In 2024 FMC delivered $4.25B revenue, Adjusted EBITDA $903M and Free Cash Flow $614M; Net Income was $342M, reflecting tax normalization and market destocking effects, framing the performance context for Pereira’s compensation metrics tied to Adjusted Earnings and cash generation . On October 29, 2025, FMC announced Pereira will depart as President effective December 15, 2025, with advisory support through transition—an important retention risk signal .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FMC | President, FMC | 2024–2025 | Led North America and EMEA results; drove transformation, restructuring and diamides commercialization strategy; supported GSS divestiture . |
| FMC | President, FMC Americas | Prior to 2024 | Responsibility for Americas region including Global Specialty Solutions and Plant Health . |
| FMC | VP, Latin America; General Manager, Brazil | 2016 onward (returned) | Expanded regional leadership after returning from Rotam; advanced commercialization and growth in Latin America . |
| FMC | Global Director, Strategic Marketing | 2008 | Moved to U.S. to lead global strategic marketing . |
| FMC | Commercial roles in Brazil; sales/product management | 2011 | Returned to Brazil for commercial responsibilities . |
| FMC | Field Agronomist; marketing/sales/product management | 1995 onward | Early-career agronomy and commercial experience across Latin America . |
| Rotam CropSciences (Brazil) | Country lead | ~2011–2016 | Led Rotam’s Brazil business before returning to FMC . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Croplife Latin America | Chair of the Board | Current | Industry leadership role . |
| American Chemistry Council | Board Member | Current | Governance role in U.S. chemicals industry . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 458,550 | 502,240 | 653,807 |
| Stock Awards ($) | 653,027 | 650,165 | 891,903 |
| Option Awards ($) | 250,503 | 270,995 | 377,682 |
| Non-Equity Incentive Plan Compensation ($) | 628,442 | 213,919 | 675,119 |
| All Other Compensation ($) | 155,054 | 149,566 | 84,331 |
| Total ($) | 2,145,576 | 1,786,885 | 2,682,842 |
Bonus target % of salary (STI) and target amounts:
| Year | Target Bonus % of Salary | Target Amount ($) |
|---|---|---|
| 2023 | 75% | — |
| 2024 | 85% (10% increase due to promotion) | 610,967 (prorated) |
Deferred compensation participation:
| Year | Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|---|
| 2022 | 22,928 | 49,905 | 4,712 | 118,906 |
| 2023 | 41,612 | 64,220 | (51,705) | 173,033 |
Notes: Pereira received nonqualified core contributions of 5% of eligible earnings above IRS limits; employer matching contributions under both Qualified and Nonqualified Savings Plans .
Performance Compensation
Short-Term Incentive (STI) design and outcomes:
- 2024 STI metrics: Adjusted Earnings was the core financial metric; two multipliers (Free Cash Flow and run-rate synergy) applied as 1.0–1.3 each; maximum payout capped at 220% .
- 2024 individual performance assessed at 135%, contributing 40.5% weighted portion; final weighted STI payout 110.5% of target; actual award $675,119 (prorated target due to promotion) .
- 2023 STI company metrics rated 0.0 (no payout), while Pereira’s individual rating was 1.85; actual 2023 payout $213,919 .
| Metric | 2023 | 2024 |
|---|---|---|
| Target Incentive ($) | 385,440 | 610,967 (prorated) |
| Company Measures Rating | 0.0 | Applied via Adjusted Earnings and multipliers (weighted 70%) |
| Individual Measures Rating | 1.85 | 135% (weighted 40.5%) |
| Weighted STI Payout (% of Target) | — | 110.5% |
| Actual Award ($) | 213,919 | 675,119 |
Long-Term Incentives (LTI) — Awarded 2024 and design:
- 2024 LTI grant value for Pereira: PSU $600,000; NQSO $450,000; RSU $450,000 (total $1,500,000) .
- 2024 grants included: 10,108 PSUs (target), 7,578 RSUs; options granted 30,263 at $50.99 strike (10-year term); RSUs and options generally three-year cliff vest; PSUs bank annually on rTSR and deliver after 3-year service, plus ROIC performance added in 2024 .
| 2024 LTI Component | Grant Detail | Vesting | Performance Metric |
|---|---|---|---|
| PSUs | 10,108 units (target) | Earned 0–200% based on metrics; deliver after 3 years | rTSR (25% weights for 1-year, 1-year, 1-year and 3-year periods) and Adjusted Average ROIC added in 2024 |
| RSUs | 7,578 units | Three-year cliff vest | Time-based only |
| Options | 30,263 options @ $50.99 (grant 2/20/2024) | Three-year cliff vest; 10-year term | Share price appreciation |
2024 PSU payout schedule (for all NEOs):
| Performance | rTSR Percentile | PSUs Vest (% of Target) | Adjusted Avg ROIC | PSUs Vest (% of Target) |
|---|---|---|---|---|
| Below Threshold | <35th | 0% | <7.6% | 0% |
| Threshold | 35th | 50% | 7.6% | 50% |
| Target | 50th | 100% | 8.9% | 100% |
| Maximum | ≥80th | 200% | ≥10.5% | 200% |
Recent PSU performance results (context):
- 2022–2024 PSU: rTSR single-year 2022 achieved at 2.0 rating; 2023 and 2024 rTSR at 0.0; 3-year TSR 0.0; cash flow metric achieved 66% → 0.0 payout factor; overall 0% PSUs earned on cash flow; rTSR annual banked portions for periods with >35th percentile .
- 2023–2025 PSU through 2024: rTSR 2024 at 36.0% percentile → 0.53 rating; 2023 5.9% → 0.0 .
- 2024–2026 PSU year-1: rTSR 35.6% percentile → 0.52 rating; negative TSR cap limits payout ≤100% if 3-year TSR negative .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
- Beneficial ownership at 12/31/2024: 49,555 shares, less than 1% of class .
- Counts towards “beneficial ownership”: RSUs vesting within 60 days (4,334), options exercisable within 60 days (26,064), PSUs to settle within 60 days (1,022) .
- Executive stock ownership guidelines: Other NEOs must hold 2x base salary within 5 years; company states executives are “Compliant or within 5-year phase-in period” as of 12/31/2024; unearned PSUs and any stock options do not count towards compliance .
Outstanding equity awards at 12/31/2024 (closing price $48.61):
| Grant Type | Quantity | Strike ($) | Expiration | Status/Value |
|---|---|---|---|---|
| Options (exercisable) | 2,933 | 73.78 | 2/15/2028 | Exercisable |
| Options (exercisable) | 4,374 | 75.69 | 2/20/2029 | Exercisable |
| Options (exercisable) | 5,787 | 92.36 | 2/27/2030 | Exercisable |
| Options (exercisable) | 5,499 | 104.97 | 2/24/2031 | Exercisable |
| Options (exercisable) | 7,471 | 114.90 | 2/24/2032 | Exercisable |
| Options (exercisable) | 6,440 | 129.08 | 2/23/2033 | Exercisable |
| Options (exercisable) | 30,263 | 50.99 | 2/20/2034 | Exercisable |
| RSUs not vested | 7,578 | — | Time-based | Market value $368,367 |
| RSUs not vested (legacy) | 2,184; 2,150; 2,035 | — | Time-based | Market values $106,164; $104,512; $98,921 |
| PSUs unearned (various) | 964; 475; 204; 2,654; 758 | — | Performance-based | Payout/market values $46,860; $23,090; $9,916; $128,987; $36,846 |
Observations:
- With a 12/31/2024 closing price of $48.61, all legacy option strikes ($73.78–$129.08) and the 2024 grant at $50.99 were at/above the spot price (underwater), limiting near-term exercise incentives and associated selling pressure .
- Anti-hedging and anti-pledging policies prohibit hedging transactions and pledging/margining of FMC stock for all insiders, reducing misalignment risk .
Employment Terms
Severance/Change-in-Control economics and restrictive covenants:
| Scenario (as of 12/31/2024) | Cash Severance | Healthcare Subsidy | Unvested Equity Value | Other Benefits | Total |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause or Constructive Termination | 1,992,600 | 25,575 | 566,745 | 80,000 | 2,664,920 |
| Termination for Good Reason Following a Change in Control (Double Trigger) | 3,357,900 | 51,149 | 1,278,151 | 80,000 | 4,767,200 |
| Death/Disability | — | — | 847,573 | — | 847,573 |
Key terms:
- Severance Plan multipliers: Other NEOs receive 1x (non-CIC) and 2x (CIC) of base salary + full-year target annual incentive; CEO 2x/3x. Benefits include prorated target bonus for year of termination and lump-sum healthcare subsidy; equity acceleration as per plan/award terms .
- Restrictive covenants: 12-month non-compete and non-solicit post-separation; confidentiality, non-disparagement and inventions assignment apply; severance can cease/recoup upon breach .
- Clawbacks: Dodd-Frank clawback adopted July 2023 covering incentive compensation tied to financial reporting for prior 3 fiscal years upon restatement; additional clawback under Incentive Stock Plan for serious misconduct or competitive activity prior to change-in-control .
- Trading/pledging policies: Anti-hedging and anti-pledging policies prohibit hedging instruments and pledging/margin accounts for insiders .
- Governance note: Pereira and another executive corrected prior option grants omitted from initial Form 3 via amended filing; Section 16(a) compliance otherwise met for 2024 .
Investment Implications
- Pay-for-performance alignment: 2024 STI emphasizing Adjusted Earnings and multipliers directly linked executive pay to profitability and cash generation amid industry destocking; Pereira’s weighted payout at 110.5% reflects strong individual execution against restructuring and commercialization goals .
- Equity incentive risk/reward: With options substantially underwater at year-end 2024 and a significant portion of LTI in PSUs/RSUs, near-term insider selling pressure is limited; PSUs depend on rTSR and Adjusted Average ROIC, creating multi-year alignment but potential dilution only upon performance achievement .
- Ownership and alignment safeguards: Beneficial ownership is modest (<1%), but strict stock ownership, anti-hedging/pledging and clawback policies reduce misalignment and governance risk; NEOs are compliant or within the phase-in horizon for ownership multiples .
- Retention risk: Announced departure effective December 15, 2025 increases leadership continuity risk; severance protections and covenants suggest structured transition; monitoring PSUs banked and RSU vesting timelines is prudent for supply-overhang and leadership incentives .
- Performance context: FMC’s 2024 results show reduced Net Income but strong Free Cash Flow and cost savings, reinforcing the committee’s focus on profitability and cash metrics; PSU performance to-date indicates TSR challenges, with limited PSU vesting absent sustained relative performance improvement .
Overall, Pereira’s incentives are weighted toward long-term performance with governance controls in place; upcoming leadership transition is the primary non-economic risk factor to monitor for execution continuity and potential changes in compensation design or talent retention strategies .