Sara Velazquez Ponessa
FMCAbout Sara Velazquez Ponessa
Sara Velazquez Ponessa is Executive Vice President, General Counsel and Corporate Secretary of FMC, appointed effective June 1, 2025 . She previously served as senior business counsel at FMC (2012–2018), was the first General Counsel and Secretary of Livent (led legal aspects of the 2018 IPO and 2019 spin-off from FMC), and most recently was Vice President, General Counsel and Secretary at Arcadium Lithium, directing global legal and compliance functions . Education: JD, University of Pennsylvania Law School; BA in Political Science and Spanish, Rutgers College . Company performance context (FY 2024): revenue $4.25B (-5% YoY, -3% organically), GAAP net income $342M (-74% YoY), Adjusted EBITDA $903M (-8% YoY), cash from operations $737M (+$1.04B YoY), and Free Cash Flow $614M (+$1.14B YoY) .
| Metric | FY 2024 |
|---|---|
| Revenue (USD Billions) | $4.25 |
| Net Income (USD Millions) | $342 |
| Adjusted EBITDA (USD Millions) | $903 |
| Cash Flow from Operations (USD Millions) | $737 |
| Free Cash Flow (USD Millions) | $614 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FMC Corporation | Senior Business Counsel | 2012–2018 | Senior legal support across FMC businesses |
| Livent Corporation | First General Counsel & Secretary | 2018–2019 (IPO in 2018; spin-off in 2019) | Led legal aspects of IPO and spin-off |
| Arcadium Lithium plc | Vice President, General Counsel & Secretary | Not disclosed | Directed global legal and compliance functions |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hispanic National Bar Association | Member | Not disclosed |
| Hispanic Bar Association of Pennsylvania | Member | Not disclosed |
Fixed Compensation
- Compensation terms for Ponessa (base salary, target bonus) were not disclosed in the April 22, 2025 8-K announcing her appointment, and she was not a Named Executive Officer in the FY2024 proxy; FMC’s 2025 proxy CD&A covers 2024 NEOs and lists Michael Reilly as EVP, General Counsel at year-end 2024 .
Performance Compensation
- Company framework (FY2024 STI): 70% Adjusted Earnings with Free Cash Flow and run-rate synergy multipliers (each 1.0–1.3), 30% individual performance; Committee exercised negative discretion capping financial metric payout at 100% despite calculated 141% .
- Target incentive % by role in 2024 varied by NEO; FMC generally uses PSUs (rTSR 70% and Adjusted Average ROIC 30%), RSUs, and NQSOs for LTI design; PSUs payout 0–200% based on rTSR percentile and ROIC targets .
| 2024 STI Metric | Weighting | Target Setting | Actual FY2024 Result | Payout Basis |
|---|---|---|---|---|
| Adjusted Earnings | 70% | Threshold $399M; Target $454M; Max $543M | $445M (83% payout before multipliers) | Committee set financial metric payout at 100% after negative discretion |
| Free Cash Flow (Multiplier) | 1.0–1.3 | Target $500M | $614M (130%) | Multiplier applied to Adjusted Earnings |
| Run-rate Synergy (Multiplier) | 1.0–1.3 | Target $140M | >$250M (130%) | Multiplier applied to Adjusted Earnings |
Note: FMC has not disclosed Ponessa’s individual STI/LTI design or grant sizes to date .
Equity Ownership & Alignment
| As-of Date | Shares Owned (Direct) | % of Shares Outstanding | Derivative Holdings | Notes |
|---|---|---|---|---|
| 06-01-2025 | 7,214 | ~0.0058% (7,214 / 124,903,929) | None reported on Form 3 (Table II blank) | Initial Section 16 filing as EVP, GC & Secretary; POA executed June 1, 2025 |
- Stock ownership guidelines: Non-employee directors 5x retainer; CEO 6x salary; CFO 3x; other NEOs 2x; compliance measured annually; PSUs earned and RSUs count toward guidelines; stock options do not .
- Anti-hedging and anti-pledging: FMC prohibits hedging and pledging for all directors and executive officers (including margin accounts) .
- Clawback: Dodd-Frank-compliant clawback adopted July 2023 covering incentive compensation tied to financial reporting measures for prior three years upon any “Big R” or “little r” restatement; additional clawback under Incentive Stock Plan for misconduct/competitive activity .
Employment Terms
- Appointment: EVP, General Counsel & Corporate Secretary effective June 1, 2025 .
- Insider trading plans: FMC’s Q2 2025 10-Q disclosed one officer (Scanlan) adopted a 10b5-1 plan and stated no other directors or officers adopted or terminated plans during the quarter, implying no 10b5-1 plan adoption by Ponessa in Q2 2025 .
- Executive Severance Plan (framework): Non-CIC severance equals 1x salary+target bonus for executives other than CEO; CIC severance equals 2x salary+target bonus for executives other than CEO (CEO: 2x non-CIC, 3x CIC); healthcare subsidy lump-sum (12 months; CIC multiplied by the severance multiple); $20,000 cash for career transition; restrictive covenants include 12-month non-compete and non-solicit; claims release required; equity acceleration per plan/award terms .
- Related party transactions: FMC disclosed no related party transactions requiring approval or ratification since January 1, 2024 .
Investment Implications
- Alignment: As of her Form 3, Ponessa’s direct ownership is modest (~0.0058% of shares outstanding), so alignment relies on FMC’s governance architecture (ownership guidelines, anti-hedging/-pledging, clawbacks) rather than outsized personal holdings .
- Retention risk: Executive Severance Plan’s standardized cash severance, healthcare subsidy, and restrictive covenants provide clarity and reduce negotiation uncertainty; non-compete/non-solicit obligations and clawbacks mitigate adverse incentives .
- Trading signals: No 10b5-1 plan adoption disclosed for Ponessa in Q2 2025; initial Form 3 shows no derivative positions, limiting immediate forced-selling pressure from expiring options; monitor future Form 4s for RSU/PSU grants and any pre-arranged sales programs .
- Execution track record: Led Livent IPO and FMC spin-off legal work and ran global legal/compliance at Arcadium Lithium, suggesting strong transaction execution and regulatory navigation skills—valuable in current cycle marked by restructuring, cost savings, and portfolio changes .