Kay Priestly
TechnipFMCAbout Kay G. Priestly
Independent director at TechnipFMC (FTI), age 69, serving since 2017 with eight years of board tenure; currently Chair of the Audit Committee and designated as an audit committee financial expert. Prior roles include CEO of Turquoise Hill Resources (2012–2014), CFO of Rio Tinto Copper (2008–2012), VP Finance/CFO of Kennecott Utah Copper (2006–2008), VP Risk Management and General Auditor at Entergy (2004–2006), and 24 years at Arthur Andersen culminating as Global Managing Partner – People. She brings deep finance, risk management, M&A, international operations, and multi-industry consulting experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turquoise Hill Resources Ltd. | Chief Executive Officer | May 2012–Dec 2014 | Executive leadership of international mining operations; strategic and financial oversight |
| Rio Tinto Copper (division of Rio Tinto Group) | Chief Financial Officer | 2008–2012 | Enterprise finance, risk, strategy, and M&A for global mining unit |
| Kennecott Utah Copper (Rio Tinto) | VP Finance & Chief Financial Officer | 2006–2008 | Operational finance leadership at major mining operation |
| Entergy Corporation | VP Risk Management & General Auditor | 2004–2006 | Oversight of risk management and internal audit at integrated energy company |
| Arthur Andersen | Partner; Global Managing Partner – People | 24 years (staff to partner) | Tax, consulting, and M&A for global companies across energy, mining, manufacturing, services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SSR Mining Inc. | Director (current) | Not disclosed | Other public company directorship contributing mining expertise |
| Stericycle, Inc. | Director (formerly held in past five years) | Not disclosed | Former public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee held 4 meetings in 2024. Responsibilities include oversight of financial reporting, internal controls, auditor selection/performance, internal audit, AI and cybersecurity risk, allegation hotline escalation, and certain HSE metrics. All Audit Committee members are audit committee financial experts.
- Attendance and engagement: Board met 4 times in 2024; each 2025 director nominee, including Priestly, attended 100% of Board and respective committee meetings and attended the 2024 Annual Meeting.
- Independence: Board determined all non-executive directors, including Priestly, are independent under NYSE/SEC standards; Audit and C&T Committee members meet enhanced independence criteria.
- Tenure and retirement policy: Non-executive directors retire at/around age 72 per Governance Guidelines (Board may waive); Priestly is 69, implying potential transition within ~3 years absent waiver.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | Increased by $5,000 effective Jan 1, 2024 |
| Audit Committee Chair Fee | $25,000 | Annual chair fee rate |
| Committee Member Fees | $10,000 | $2,500 per meeting × 4 Audit meetings in 2024 |
| Total Cash (Priestly) | $140,000 | Reported cash compensation for 2024 |
| RSU Grant (Annual Equity) | $185,000 | Increased by $10,000 effective Jan 1, 2024; valued at $19.72 (Feb 16, 2024 close) for grant accounting |
| Total Compensation (Priestly) | $325,000 | Sum of cash + stock awards; no other comp reported |
Performance Compensation
| Equity Instrument | Grant Value | Vesting | Settlement | Other Terms |
|---|---|---|---|---|
| RSUs (Director annual grant) | $185,000 | Vest after one year of service | Settled in Ordinary Shares on director-elected date: either 1–10 years from grant or upon separation; elections made before grant year and irrevocable after Dec 31 prior year | Forfeit if director leaves before vesting; full vest on death, disability, or change in control; dividend equivalents accrue on RSUs if dividends paid |
| Stock Options | Not granted | N/A | N/A | Company does not currently grant new stock options/SARs |
Performance metrics: Non-executive director equity is time-based; no revenue/EBITDA/TSR/ESG performance conditions disclosed for director RSUs.
Other Directorships & Interlocks
| Company | Relationship to FTI | Board Determination |
|---|---|---|
| SSR Mining Inc. (current) | No specific commercial relationship disclosed | Board affirmed independence for all non-executive directors after reviewing 2024 transactions; none affecting Priestly’s independence disclosed |
| Stericycle, Inc. (former, past five years) | No specific commercial relationship disclosed | Independence affirmed; no Item 404 related-party disclosure for C&T members; none indicated for Priestly |
Expertise & Qualifications
- Executive/board leadership with international operations; finance, strategy, risk management, and M&A; extensive consulting across multiple industries; deep understanding of diverse cultural/political/regulatory environments relevant to FTI’s footprint.
- Audit committee financial expertise; board skills matrix flags Finance/Accounting expertise; Audit Committee oversight includes cybersecurity and AI risks—material to investor confidence in controls.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Deferred RSUs credited | Vested but not settled RSUs |
|---|---|---|---|---|
| Kay G. Priestly | 123,637 | <1% (based on 420,571,563 shares outstanding) | 101,985 | 92,604 |
- Director share ownership requirement: 5× annual cash retainer (Ordinary Shares and RSUs count), to be met within five years of initial appointment; all directors met requirements as of Dec 31, 2024.
- Hedging/pledging: Directors, officers, employees prohibited from speculative transactions, including derivative, hedging, pledging, short selling, and options in Ordinary Shares.
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation; 100% attendance; robust oversight of financial reporting, internal controls, auditor independence; expanding remit to cybersecurity and AI risks; strong ownership alignment via 5× retainer requirement and meaningful deferred RSU holdings.
- Compensation mix: Balanced cash ($140,000) and equity ($185,000) aligned to peer median after 2024 adjustments; equity time-based (reduces risk of pay not linked to service), with deferral elections fostering longer-term alignment.
- Independence and conflicts: Board’s annual independence review found all non-executive directors independent; no related-party transactions or conflicts disclosed for Priestly; broader note of ordinary-course transactions for certain directors, none affecting independence.
- Risk indicators: No director-specific red flags disclosed (no hedging/pledging allowed; no low attendance; no repricing/modifications to director equity awards; no Item 404 related-party transactions). Monitor proximity to retirement policy given age 69 and evolving Audit Committee oversight scope on cyber/AI.
Overall signal: Priestly’s profile supports board effectiveness in financial oversight and risk governance with strong attendance and independence, and alignment through deferred equity and ownership guideline compliance—constructive for investor confidence.