Steven Merkt
FMCAbout Steven T. Merkt
Independent director nominee (age 57) with deep operating experience from TE Connectivity, where he led the Transportation Solutions segment from 2012–2024 and grew it from $3B revenue and ~14% operating income to $10B revenue with operating income >20% . He managed a global organization (>50,000 employees; ~6,000 engineers), overseeing innovation, manufacturing in 20+ countries, cybersecurity, regulatory compliance, and sustainability initiatives . The Board determined he meets NYSE/SEC independence standards and, if elected, will be classified as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity | President, Transportation Solutions segment | 2012–2024 | Led global operations and technology (50k+ employees, 6k engineers); scaled innovation pipeline; improved operating margins >20%; oversight of cybersecurity, regulatory and security compliance; executed >20 M&A/divestitures; sustainability initiatives |
| TE Connectivity | Senior leadership roles (President, Global Automotive; VP, Asia Pacific Automotive) | Various prior to 2012 | Built and led regional businesses in Germany and China, delivering operational excellence and scalability in diverse markets |
| TE Connectivity | Joined company | 1989–2024 | Progressive leadership culminating in segment president; broad global manufacturing and engineering leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadium Lithium plc | Director | Current as of 2025 proxy | Board-level governance; sector exposure aligned with FMC’s crop protection customer base; shared directorships with another FMC director (see Interlocks) |
| Livent Corporation (predecessor to Arcadium Lithium) | Director | Prior to merger with Allkem | Board service prior to combination into Arcadium Lithium; continuity of lithium sector oversight |
Board Governance
- Independence: FMC affirmatively determined all non-employee directors are independent, and explicitly states Merkt will be independent if elected .
- Committee assignments: Not yet assigned for Merkt; 2024 membership included Audit (Cordeiro—Chair; Davidson; DiSilvestro; Pallash; Raines), Compensation (Johnson—Chair; Fortmann; DiSilvestro; Kempthorne; Verduin), Nominating (Davidson—Chair; Cordeiro; Fortmann; Greer; Øvrum), Sustainability (Kempthorne—Chair; Johnson; Øvrum; Pallash; Raines; Verduin), Executive (Brondeau—Chair; Greer Lead Director; Johnson; Cordeiro alt) .
- Attendance culture: Board held six in-person meetings in 2024; average director attendance was 97%, and all incumbents attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Lead Director C. Scott Greer presides over regular executive sessions without management .
- Board refresh: FMC expanded the Board to 13 nominees for 2025 as part of managed refresh anticipating retirements; Merkt is nominated in this refreshment cohort .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer | $100,000 per year | Payable quarterly; may elect all or half in RSUs (“retainer grant”) |
| Audit Committee member fee | $5,000 per year | Payable quarterly |
| Committee chair fees | $20,000 (Audit, Compensation); $15,000 (Nominating, Sustainability) per year | Payable quarterly |
| Lead Director fee | $30,000 per year | Payable quarterly |
| Non-Executive Chair fee | $150,000 per year | Payable quarterly (not applicable to current CEO/Chair) |
| Annual RSU grant | $140,000 grant-date value | Generally vests at the next Annual Meeting or first anniversary of grant; accelerated vesting upon change in control |
| Retainer RSUs | Optional election | Retainer RSUs vest ratably over one year; accelerated on change in control |
| Dividend equivalents | RSU holders credited in additional RSUs equal to dividends; same vesting as underlying RSUs | |
| Payout timing | Deferred delivery election permitted; default delivery upon Board departure or change in control | |
| Mid-year cessation | Pro rata cash/retainer RSUs vest; annual RSU forfeited unless death/disability (then full vest) | |
| Other remuneration | Matching gifts up to $15,000/year; no other director remuneration, no participation in employee benefit or deferred comp plans |
Performance Compensation
- FMC does not disclose performance-based cash bonuses or PSUs for non-employee directors; director equity is time-based RSUs with defined vesting and change-in-control acceleration, not performance-conditioned awards .
- Hedging/pledging: Company policy prohibits hedging/pledging of FMC stock in accordance with its Securities Trading Policy; Insider Trading Policy applies to directors, officers and employees .
Other Directorships & Interlocks
| Company | Role | Interlock with FMC Directors | Notes |
|---|---|---|---|
| Arcadium Lithium plc | Director (Merkt) | Robert C. Pallash is also a director of Arcadium Lithium | Prior FMC director/management ties to Livent/Arcadium lithium assets |
| Livent Corporation | Former Director (Merkt) | Previously served by Merkt; Brondeau also served on Livent’s board previously | Predecessor entity to Arcadium Lithium |
| TE Connectivity Ltd. | N/A for Merkt; former TE executive | John Davidson chairs TE Connectivity’s board | Merkt’s prior TE executive leadership may create informational ties; not a current Merkt directorship |
Related-party/transactions review: FMC reviewed transactions with companies where directors serve; determined such transactions were de minimis (<0.01% of FMC revenues), ordinary course, and did not impair independence . No related party transactions required Audit Committee approval/ratification since Jan 1, 2024 .
Expertise & Qualifications
- Operating excellence in international manufacturing; cybersecurity oversight; innovation pipeline leadership; multi-country regulatory compliance .
- Significant M&A (20+ deals), sustainability governance, and corporate governance practice leadership; global automotive and commercial vehicle sector expertise relevant to FMC’s industrial operations interface .
Equity Ownership
| Holder | Beneficial Ownership (12/31/2024) | % of Class |
|---|---|---|
| Steven T. Merkt | 0 shares | <1% |
- Director stock ownership policy: Directors must hold ≥5x annual cash retainer ($500,000) within 5 years; both vested and unvested RSUs count; options do not; directors cannot sell shares if post-sale holdings would be below guideline; as of 12/31/2024 all directors were in compliance .
Governance Assessment
- Independence and board refresh: Merkt is explicitly independent and part of active board refresh, a positive for board effectiveness and succession planning .
- Attendance and engagement culture: High average attendance (97%) and regular executive sessions with Lead Director oversight suggest robust board engagement and effective oversight norms .
- Director pay and alignment: Balanced cash/equity with $140k annual RSU grant, optional RSU retainer, and stringent 5x retainer ownership guidelines; RSU vesting aligned with service and change-in-control protections; no other remuneration beyond charitable match .
- Interlocks/conflicts: Shared Arcadium Lithium directorship with Pallash and prior Livent ties; FMC’s policy review found any transactions with director-affiliated companies de minimis (<0.01% revenues), with independence maintained; no related-party transactions requiring approval in the period—low immediate conflict risk but monitor future lithium-sector interactions .
- Shareholder signals: Say-on-pay support (~89% approval in 2024) and proactive stockholder engagement by committee chairs underline constructive governance environment supporting investor confidence .
RED FLAGS: None disclosed specific to Merkt. Monitor for future related-party transactions with Arcadium Lithium or TE Connectivity given network ties; FMC’s Related Party Transactions Policy and independence determinations currently mitigate risk .