Thaisa Hugenneyer
FMCAbout Thaisa Hugenneyer
Thaisa Hugenneyer is Executive Vice President, Integrated Supply Chain (elected 2024) with responsibility for Global Manufacturing, Logistics, Supply Chain, Facilities, Procurement, Sustainability, and EHS; she also serves as Chief Sustainability Officer in 2025 and is age 45 . She joined FMC in 2011 after procurement roles at Rohm and Haas and DuPont, and holds a B.S. in Business Administration from Maua University (Brazil) and an MBA from Drexel University . In 2024 FMC delivered $4.25B revenue (down 5% YoY), Adjusted EBITDA of $903M (down 8%), and Free Cash Flow of $614M (up $1.14B YoY), while three-year TSR and 2022 PSU awards paid at 0% amid industry destocking—evidence of strong pay-for-performance and heightened execution scrutiny . As CSO, she emphasized sustainability as a cost and competitiveness lever; FMC reported a 27% reduction in Scopes 1–2 emissions vs. 2021, a 6% waste reduction, and ~$6M operating cost savings in 2024 from energy and waste initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FMC Corporation | EVP, Integrated Supply Chain (plus Sustainability and EHS scope) | 2024–present | Enterprise-wide accountability for manufacturing, logistics, supply chain, procurement, facilities, sustainability, EHS; elevates cost, service, and sustainability execution . |
| FMC Corporation | VP, Procurement, Logistics, Global Facilities | 2021–2024 | Led global procurement and logistics; foundational to cost discipline and network efficiency . |
| FMC Corporation | Procurement leadership roles | 2011–2021 | Instrumental in supporting acquisition and separation activities (incl. portfolio moves) . |
| Rohm and Haas; DuPont | Procurement roles | Pre-2011 | Built category and sourcing capabilities in chemicals value chain . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Philadelphia Chamber of Commerce | Board Member | 2024–present |
Fixed Compensation
- Individual base salary and cash retainer amounts for Ms. Hugenneyer are not itemized in the NEO tables (she was not a Named Executive Officer in 2024); FMC’s methodology sets base pay via role scope, market benchmarks, and performance reviews .
- Executive stock ownership guidelines apply to executive officers: CEO 6x salary; CFO 3x; all other executive officers 2x; five-year phase-in; retention limits apply until compliant .
- Anti-hedging and anti-pledging policies prohibit insiders (including executive officers) from hedging and from pledging FMC stock, enhancing alignment and reducing forced-sale risk .
- Clawback policy (adopted July 2023) requires recovery of erroneously awarded incentive compensation after “Big R” or “little r” restatements, with additional clawback triggers for misconduct under FMC’s Incentive Stock Plan .
Performance Compensation
Annual Incentive (2024 design and outcome applicable to executive officers)
| Component | Weight | Threshold | Target | Max | 2024 Actual/Notes |
|---|---|---|---|---|---|
| Adjusted Earnings | 70% | $399M | $454M | $543M | Actual $445M; computed payout 83% . |
| Free Cash Flow Multiplier | Modifier | — | $500M | $614M (130%) | Achieved 130%; combined metric initially 141% before discretion . |
| Run-rate Synergy Multiplier | Modifier | — | $140M | >$250M (130%) | Achieved 130% . |
| Committee Discretion | — | — | — | — | Reduced financial metric payout to 100% of target to align with overall performance . |
| Individual Performance | 30% | 0% | 100% | 200% | Determined case-by-case vs. objectives; NEO examples ranged 125%–150% . |
Key design notes: finance weight 70% and individual 30%; overall caps maintained to prevent windfalls in volatile markets . Multipliers sharpen focus on cash generation and cost restructuring .
Long-Term Incentives (structure and metrics)
- Mix: For non-CEO executives in 2024, awards targeted 40% PSUs, 30% RSUs, 30% stock options; three-year cliff vesting for RSUs and options; PSUs vest at end of three-year period with “banking” for annual TSR tranches (not delivered until full period served) .
- PSU Metrics and Goals: 70% rTSR vs. S&P 1500 Chemicals plus select peers; 30% Adjusted Average ROIC; payout 0–200% with negative TSR cap at 100% .
- Recent outcomes: 2022–2024 PSUs paid 0% (rTSR and cash flow under thresholds) highlighting pay-performance linkage; 2023–2025 and 2024–2026 first-year rTSR tranches earned ~0.53x–0.52x, still subject to full-period service and final calculation .
Equity Ownership & Alignment
| Topic | FMC Policy / Status |
|---|---|
| Stock Ownership Guidelines | CEO 6x salary; CFO 3x; all other executive officers 2x; five-year phase-in; retention limit until compliance . |
| Hedging / Pledging | Prohibited for directors and executive officers (short sales, collars, swaps; margin/pledge not allowed) . |
| Clawbacks | Dodd-Frank compliant restatement clawback (3 prior years); additional misconduct/competition clawback under plan . |
| Insider Trading Controls | Company policy enforces blackout periods and rapid Section 16 reporting; short-swing profits must be disgorged; short sales prohibited . |
| Individual Ownership Detail | Not individually disclosed for Ms. Hugenneyer in 2024 management ownership table (table lists directors and NEOs) . |
Implication: bans on hedging/pledging reduce misalignment and forced-sale risk; ownership guidelines and vesting structures promote long-term alignment and potential holding period beyond vesting .
Employment Terms
- Executive Severance Plan (adopted 2024): Applies to NEOs and other selected senior leaders; double-trigger for change in control; severance multiple equals (Base Salary + Target Bonus) times 1x (non-CIC) or 2x (CIC) for executives other than CEO; lump-sum health premium equivalents and a $20,000 supplemental payment; prorated target annual incentive for year of termination; equity per award terms; 12-month non-compete and non-solicit; release required; benefits cease and repayment required upon covenant breach .
- CIC multiples: CEO 3x; other NEOs (except CFO legacy agreement) 2x; healthcare multiple scales with severance multiple .
- Legal/Integrity disclosure: FMC reports no executive officer legal proceedings requiring disclosure in past 10 years, supporting baseline integrity assessment .
Performance & Track Record
- 2024 execution under difficult market: FMC met its updated external targets for Adjusted EBITDA and Free Cash Flow; delivered $4.25B revenue, $903M Adjusted EBITDA, and $614M FCF; implemented ~$165M cost savings from restructuring initiatives; share performance pressure drove zero payout on 2022 PSUs .
- Sustainability-led efficiency: As EVP Integrated Supply Chain and CSO, Ms. Hugenneyer underscored sustainability as a business strategy; FMC achieved a 27% Scopes 1–2 emissions reduction vs. 2021, a 6% waste reduction, and nearly $6M operating cost savings in 2024 from energy and circularity initiatives .
- Governance and pay feedback: Say‑on‑pay has exceeded ~89% approval for five years; 2024 investor outreach informed metric choices and transparency; committee used negative discretion to align payouts with overall results .
Vesting Schedules and Potential Selling Pressure
- RSUs and NQSOs typically cliff vest after three years; PSUs vest at the end of three years with annual rTSR tranches “banked” but not delivered until service through the full period; dividend equivalents accrue on banked units and are delivered upon payout; negative TSR cap applies to PSUs .
- Director/officer trading policy imposes blackout periods and prohibits short-term trading, hedging, and pledging; ownership guidelines include retention requirements during phase-in, limiting post-vest sale capacity until targets are met .
Compensation Structure vs. Performance Metrics
| Plan | Metric | Weight | Targeting / Notes |
|---|---|---|---|
| STI (2024) | Adjusted Earnings | 70% | Single financial metric to prioritize profitability in destocking environment; modifiers for FCF and run-rate synergies 1.0–1.3; committee maintained payout caps . |
| STI (2024) | Individual Performance | 30% | Based on objectives, leadership, and impact; 0–200% range; committee discretion applied where appropriate . |
| LTI (2024) | PSUs: rTSR | 70% of PSU | Relative to S&P 1500 Chemicals plus select peers; 0–200% schedule; negative TSR three-year cap at 100% . |
| LTI (2024) | PSUs: Adjusted Avg ROIC | 30% of PSU | ROIC thresholds: 7.6% (50%), 8.9% (100%), 10.5% (200%); board may adjust for extraordinary events . |
| LTI (2024) | RSUs/Options | 60% of LTI for non-CEO | RSUs and NQSOs (30% each) with three-year cliff; options value requires stock price appreciation . |
Equity Ownership & Pledging Status
- Pledging and hedging are prohibited for executive officers; no pledges permitted under policy (red-flag risk mitigated) .
- Ownership guidelines (2x salary for other executive officers) and retention rules apply until compliance; FMC reports NEO compliance as of 2023; Ms. Hugenneyer’s individual ownership is not disclosed in the 2024 management table .
Employment Contracts, Severance, and Change-in-Control Economics
| Trigger | Cash Severance | Bonus | Healthcare | Equity | Covenants |
|---|---|---|---|---|---|
| Non‑CIC: Termination w/o cause or good reason | (Base + Target Bonus) × 1x for executives other than CEO | Prorated target for year | Lump sum equal to employer premium for 12 months | Per plan/award | 12‑month non‑compete/non‑solicit; confidentiality; non‑disparagement; repayment on breach . |
| CIC + qualifying termination (double trigger) | (Base + Target Bonus) × 2x for executives other than CEO; CEO 3x | Prorated target for year | Employer premium equivalent × severance multiple | Per plan/award (accelerations per agreements) | Same as above . |
Investment Implications
- Alignment: The combination of no hedging/pledging, ownership guidelines, three-year cliff vesting, and restatement/misconduct clawbacks creates strong long-term alignment and reduces perverse incentives or collateral-driven selling risk .
- Payout discipline: 2024 STI reductions via negative discretion and 0% 2022 PSU payouts show the committee curbing payouts when TSR and profitability lag—supportive for shareholders assessing pay-for-performance credibility .
- Execution signals: Ms. Hugenneyer’s dual remit (integrated supply chain and sustainability) ties directly to cost, service, emissions, and waste—areas where FMC reported quantifiable savings and reductions, indicating potential for continued cash flow leverage as agricultural markets normalize .
- Retention/transition risk: While individual contract terms for Ms. Hugenneyer are not disclosed, FMC’s 2024 Severance Plan for NEOs and selected senior leaders, with double-trigger CIC and standard non‑compete, provides a market-standard retention framework that can stabilize leadership through cycles and M&A scenarios .
- Watch items: Lack of public Form 4 detail here prevents monitoring of any individual trading cadence; however, blackout policies, Section 16 constraints, and ownership/retention rules limit opportunistic activity and may concentrate potential sales around scheduled vestings once guidelines are met .
References: Executive bio and role scope ; 2024 results, metrics, payouts, and committee actions ; ownership guidelines, anti‑hedging/pledging, clawbacks ; severance/CIC plan ; sustainability outcomes and quotation ; legal/disclosure integrity .