Scott Greer
FMCAbout C. Scott Greer
C. Scott Greer is an independent director of FMC and the Board’s Lead Director since April 2022. He is 74 years old, has served on FMC’s Board since 2002, and previously was a principal at Greer and Associates (retired 2021) and Chairman/President/CEO of Flowserve Corporation; he has passed the CPA exams, providing financial expertise. As Lead Director (expected to continue through the 2026 Annual Meeting subject to re‑election), his responsibilities include liaison work between the Chair and independent directors, advising on Board information, calling meetings of independent directors, and presiding over meetings when the Chair is absent, including executive sessions. The proxy highlights his governance, global operations and chemical industry experience and his role guiding FMC’s transition to an agriculture-focused company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greer and Associates (private investment management) | Principal (retired 2021) | 2006–2021 | Investment management leadership; retired 2021 |
| Flowserve Corporation (industrial flow management) | Chairman, President & CEO; President & COO | 1999–2005 | Public company CEO/COO experience; chemical industry supply knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Group International | Director | 2002–2007 | Public company board experience |
| eMedicalFiles, Inc. | Director | Not disclosed | Board membership |
Board Governance
- Independence and attendance: FMC’s Board determined all non‑employee directors (including Greer) are independent under SEC/NYSE rules; all incumbent directors attended at least 75% of Board/committee meetings in 2024 (average attendance 97%). All incumbent directors attended the 2024 Annual Meeting.
- Lead Director duties: As Lead Director, Greer serves as liaison to the Chair, advises on Board information, can call meetings of independent directors, and presides at meetings where the Chair is not present, including executive sessions. He presides over regularly scheduled executive sessions of non‑employee directors.
- Committee assignments (2024 activity shown):
- Nominating & Corporate Governance Committee – Member; 5 meetings in 2024.
- Executive Committee – Member (as Lead Director); the Executive Committee did not meet in 2024.
- Board structure and refresh: Board targeted expansion to 13 members as part of refresh (anticipating upcoming retirements), with policy that non‑employee directors are not nominated after age 75.
- Transactions/conflicts review: The Board reviewed all transactions involving companies on whose boards directors serve and found them de minimis (<0.01% of FMC revenues), ordinary course, and not impairing independence.
Fixed Compensation (Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non‑employee director retainer |
| Lead Director Fee | $30,000 | Additional annual cash fee for Lead Director |
| Total Fees Earned (Cash) | $130,000 | Greer’s 2024 “Fees Earned or Paid in Cash” per table |
| Committee Membership Fees | N/A | Audit Committee members only receive $5,000; Greer is not on Audit |
Non‑employee directors do not participate in FMC’s employee benefit or nonqualified deferred comp plans.
Performance Compensation (Director Equity – 2024)
| Equity Element | Value/Shares | Key Terms |
|---|---|---|
| Annual RSU Grant (grant date fair value) | $140,031 | Standard $140,000 value grant to non‑employee directors; most grant dates April 30, 2024; number of shares based on closing price on grant date |
| Unvested RSUs Outstanding at FY‑End (Greer) | 2,373 RSUs | Unvested RSUs as of 12/31/2024 per director table |
| Vesting | Annual grant generally vests at the next Annual Meeting or 1‑year anniversary | Time‑based; retainer RSU elections vest ratably over one year |
| Change‑in‑Control | Accelerated vesting of unvested RSUs | Applies to both annual and retainer RSUs |
| Dividend Equivalents | Credited in additional RSUs; same vesting as underlying | Dividend equivalent rights on RSUs |
| Mid‑Year Cessation | Pro‑rata payout/vesting of retainer (cash/RSUs); annual RSUs forfeited; death/disability → full vest | Director equity and fees treatment on cessation |
Performance metrics: Non‑employee director equity is time‑based RSUs; no performance (PSU) metrics are used for director compensation.
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| Washington Group International | Public | Past | Director 2002–2007 |
| eMedicalFiles, Inc. | Private/Other | Past | Director (dates not disclosed) |
- Interlocks/transactions: The Board reviewed all transactions with companies where directors serve; all were de minimis (<0.01% of FMC revenues), ordinary‑course, on standard terms, and did not impair independence.
Expertise & Qualifications
- Public company CEO and governance experience; led global operations across multiple regions; significant chemical industry exposure via Flowserve (supplier to chemical companies). Passed CPA exams (financial expertise). Recognized for guiding FMC’s shift to agriculture and for cyclical industry insights.
- Board composition/skills matrix identifies competencies including senior management, global business, accounting/financial expertise, M&A/strategy, and public company governance (Board presents competencies for nominees collectively).
Equity Ownership (Alignment)
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 67,048 FMC shares; each director/NEO beneficially owns <1% of class |
| Credited Vested RSUs (director account) | 24,893 RSUs credited to Greer’s account (no voting/disposal rights until distribution) |
| Unvested RSUs Outstanding | 2,373 unvested RSUs at 12/31/2024 |
| Ownership Guidelines | Directors must hold ≥5x annual cash retainer ($500,000); compliance tested; all directors were in compliance as of 12/31/2024 |
| Anti‑Hedging/Pledging | Directors/officers (and covered family/entities) are restricted from hedging and pledging FMC stock |
Governance Assessment
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Strengths / positive signals:
- Lead Independent Director since 2022 with defined authority to convene independent directors and preside over executive sessions; supports independent oversight of a combined Chair/CEO structure.
- Long, relevant operating background (public company CEO) and financial expertise (CPA exams) in adjacent industrials/chemicals; tenure coincides with FMC’s strategic focus shift to agriculture.
- Strong alignment: substantial director equity; compliant with stringent 5x retainer ownership guideline; anti‑hedging/pledging policy in force.
- 2024 attendance robust at Board level (avg 97%); all directors ≥75% and attended Annual Meeting.
- Director pay structure is balanced (cash retainer plus time‑based RSUs) and consistent with workload (Lead Director premium $30k); NCG postponed a scheduled director pay review given TSR context, signaling sensitivity to shareholder outcomes.
- Independence review of potential interlocks found only de minimis ordinary‑course transactions (<0.01% of revenues).
-
Watch items / potential risks:
- Tenure and retirement horizon: At age 74, Greer approaches FMC’s policy not to nominate non‑employee directors after age 75; Board is actively managing refresh/continuity (expanding to 13 in near‑term, then returning to 10–12). Monitor succession for Lead Director role.
- Executive Committee (of which Greer is a member) did not meet in 2024; ensure key oversight occurs at full Board/other committees and that Lead Director executive session cadence remains strong.
Additional Reference Details
- Board/committee structure: Five standing committees (Audit; Compensation & Human Capital; Nominating & Corporate Governance; Executive; Sustainability). Greer is a member of Nominating & Corporate Governance and Executive; he is not listed as a committee chair.
- Director compensation mechanics: Annual cash retainer $100,000; Lead Director +$30,000; annual RSU grant $140,000; directors may elect to take retainer in RSUs; dividend equivalents credited; change‑in‑control acceleration.
Insider Trades
- Not disclosed in the proxy; consult recent Form 4 filings for any open market or equity award transactions by C. Scott Greer. (No specific Form 4 data provided in DEF 14A.)