Seva Rostovtsev
FMCAbout Seva Rostovtsev
Vsevolod “Seva” Rostovtsev, Ph.D., is Executive Vice President and Chief Technology Officer of FMC. He assumed the CTO role on April 1, 2023 and was elected EVP on February 27, 2024, overseeing FMC’s global R&D network across India, Brazil, France, Denmark, and the U.S. . As of December 31, 2024 he was age 50 and previously served as Director of Discovery Chemistry at FMC (2017–2023) following research and technical leadership roles at DuPont beginning in 2003; his education includes a B.S. in chemistry from the Higher Chemical College (Moscow), an M.S. in chemistry from the University of Nebraska–Lincoln, and a Ph.D. from Caltech, and he was a postdoc in the Sharpless lab at Scripps, co‑inventing copper‑catalyzed “click chemistry” recognized by the 2022 Nobel Prize in Chemistry . Company performance context during his tenure included revenue contraction amid industry destocking and a pay‑for‑performance framework emphasizing profitability and cash generation; FMC’s relative TSR percentile in 2024 was 31.3% vs. peers under SEC Pay‑vs‑Performance disclosure .
Company performance context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $4,486.8 | $4,246.1 |
| EBITDA ($USD Millions) | $863.5* | $811.4* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FMC | EVP, Chief Technology Officer | 2024–present | Leads global R&D across multiple geographies; aligns innovation pipeline with long-term growth |
| FMC | VP, Chief Technology Officer | 2023–2024 | Optimized R&D data usage, improved discovery efficiency and effectiveness |
| FMC | Director of Discovery Chemistry | 2017–2023 | Led teams to identify/optimize technologies for advanced crop protection; drove R&D data management strategy |
| DuPont | Research/technical leadership roles | 2003–2017 | Process Chemistry & Engineering, Emerging Technologies, Fungicide Discovery Chemistry; senior technical leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Scripps Research Institute (Sharpless Lab) | Postdoctoral Scholar | Pre‑2003 | Co‑invented copper‑catalyzed click chemistry (recognized by 2022 Nobel in Chemistry); foundational impact on chemical synthesis |
Fixed Compensation
- Specific base salary, target bonus %, and actual bonus for Rostovtsev are not disclosed in the 2024 NEO tables (he was not among Named Executive Officers in 2024). FMC’s executive pay structure comprises base salary, short‑term incentives, and long‑term incentives with a predominance of performance‑based components .
Performance Compensation
FMC’s programs and metrics applicable to executive officers (including the CTO) are disclosed below.
Short‑Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout/Modifier | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Earnings | 70% | $454M | $445M | 83% | Annual cash |
| Free Cash Flow (modifier) | Multiplier | $500M | $614M | 130% | Applied to AE result |
| Run‑rate Synergy (modifier) | Multiplier | $140M | >$250M | 130% | Applied to AE result |
| Committee discretion | — | — | — | Financial payout capped at 100% via negative discretion | — |
- Individual performance component weighted 30% of STI; payout range 0–200% based on role‑specific objectives and leadership impact .
Long‑Term Incentives (LTI) – 2024 awards
- Mix for other NEOs: PSUs 40%, RSUs 30%, NQSOs 30%; CEO mix differs, but CTO typically participates in annual LTI framework for executives .
- PSU performance metrics: 70% relative TSR (rTSR) measured over four periods; 30% Adjusted Average ROIC; 3‑year performance cycle; RSUs and options cliff‑vest after 3 years .
- Recent payout context: 0% payout under 2022 PSU cycles ending Dec 31, 2024; 2023 and 2024 PSU rTSR components at ~52–53% achievement, reflecting alignment with share price performance .
Equity Ownership & Alignment
Current and derivative holdings
| Security | Quantity | Exercise Price | Expiration | Ownership Form | Source |
|---|---|---|---|---|---|
| Common Stock | 1,206 | — | — | Direct (D) | Form 3 (filed Apr 3, 2023) |
| Stock Option (Right to Buy) | 946 | $92.36 | 02/27/2030 | Direct (D) | Form 3/A (filed May 2, 2024) |
| Stock Option (Right to Buy) | 719 | $104.97 | 02/24/2031 | Direct (D) | Form 3/A |
| Stock Option (Right to Buy) | 777 | $114.90 | 02/24/2032 | Direct (D) | Form 3/A |
| Stock Option (Right to Buy) | 2,057 | $129.08 | 02/23/2033 | Direct (D) | Form 3/A |
- Section 16(a): FMC disclosed that Rostovtsev corrected his initial Form 3 to reflect four prior compensatory stock option grants via an amended Form 3 filing .
- Stock ownership guidelines: Other executive officers must hold 2× base salary in FMC stock; 5‑year phase‑in with retention restrictions preventing sale of more than 50% of shares from awards until compliant .
- Anti‑hedging/anti‑pledging: Hedging and pledging of FMC stock are prohibited for directors and executive officers (and related insiders) under FMC policies .
- Vesting norms: RSUs and options cliff‑vest after three years; PSUs vest at end of three‑year performance period based on rTSR and ROIC results .
Employment Terms
- Appointment timeline: Named VP & CTO Dec 14, 2022; effective April 1, 2023; elected EVP and CTO effective Feb 27, 2024 .
- Executive Severance Agreement: FMC’s 2024 10‑K notes substantially identical Executive Severance Agreements exist for several executives, including Rostovtsev (agreements not re‑filed as they are materially identical except parties/dates) . Under FMC’s disclosed policy, change‑of‑control severance is “double‑trigger” and typically includes base salary continuation (commonly 24 months for most NEOs), 2× target annual incentive, prorated bonus for year of termination, health and welfare continuation, and outplacement up to 15% of base salary; unvested options and RSUs vest, and PSUs vest at target if performance periods are incomplete, contingent on executing a release .
- Non‑compete/solicit: Payment of guideline severance for a termination without cause requires signing non‑compete, non‑solicit, and confidentiality agreements per FMC’s Executive Severance Guidelines .
- Clawbacks: Robust clawback provisions apply to short‑term cash awards and long‑term equity awards, consistent with governance best practices .
Investment Implications
- Strong technical pedigree with direct leadership over an advanced R&D pipeline positions the CTO role as a lever for long‑term value creation; management’s LTI mix and PSU metrics focus on rTSR and ROIC align compensation to shareholder returns and capital efficiency .
- Insider alignment safeguards are robust (ownership guidelines, anti‑hedging/pledging, clawbacks); absence of disclosed pledging and policy prohibitions reduce alignment risk, while the Form 3 correction indicates administrative oversight rather than selling pressure, with no Form 4 disposition data available in our search .
- Near‑term compensation outcomes have been tempered by performance (e.g., 0% payout for certain PSU cycles ending 2024 and negative discretion on STI), signaling discipline and potential retention pressure across exec ranks if equity realizations remain below target in a volatile demand backdrop .
- Company profitability and cash generation are central to incentives; improvement in Adjusted Earnings and free cash flow should directly translate into higher STI/PSU realizations, making execution on restructuring and R&D commercialization milestones under Rostovtsev’s remit a material trading signal for FMC’s pay‑for‑performance flywheel .