David T. Seaton
About David T. Seaton
Independent director nominee (age 63) with over three decades in global engineering and construction; retired as Chair and Chief Executive Officer of Fluor Corporation in 2019 after joining Fluor in 1985 and serving as COO prior to becoming CEO. Education includes a B.A. and honorary Doctorate in Business Administration and Management from the University of South Carolina, plus graduate programs at Thunderbird School of Global Management and Wharton’s Advanced Management Program. He is not yet a seated NEM director (nominee for the April 30, 2025 meeting). Core credentials: large-scale project development, international operations, HSE oversight, and public-company board experience (ConocoPhillips and Mosaic).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Chair and Chief Executive Officer; previously Chief Operating Officer and senior roles in operations and sales | CEO 2011–2019; Fluor since 1985 | Led global engineering and construction portfolio; extensive international and large-project experience; industry leadership positions (Business Roundtable, International Business Council, API, U.S.-Saudi Business Council). |
| Boston Consulting Group (Infrastructure Practice) | Senior Advisor | Not disclosed | Advised on infrastructure; leverages large-project expertise. |
| 8VC Enterprises LLC | Senior Advisor | Not disclosed | Strategic advisory role. |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| ConocoPhillips | Director | Since March 2020 | Public Policy and Sustainability Committee. |
| The Mosaic Company | Director | Since April 2009 | Not disclosed in proxy. |
| National Association of Manufacturers | Chair (prior) | Not disclosed | Industry advocacy leadership. |
| Boys and Girls Clubs of America | Chair, National Board of Governors (prior) | Not disclosed | Social responsibility and community impact. |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; Seaton is listed among independent nominees.
- Committee assignments: Not disclosed for Seaton; current committee rosters (Audit; LDCC; Corporate Governance & Nominating; Safety & Sustainability; Executive-Finance) do not include him as of March 2025.
- Attendance: In 2024 the Board held 12 meetings; committees held 25; overall attendance by incumbent director nominees was 99%. Executive sessions of independent directors occurred at each regularly scheduled meeting.
- Board leadership: Independent Chair (Gregory H. Boyce) and Senior Independent Director (Bruce R. Brook); charters and Corporate Governance Guidelines reviewed annually.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Director) | $135,000 | Non-employee directors. |
| Audit Committee Chair fee | $30,000 | Chair premium. |
| LDCC Chair fee | $25,000 | Chair premium. |
| Corporate Governance & Nominating Chair fee | $20,000 | Chair premium. |
| Safety & Sustainability Chair fee | $25,000 | Chair premium. |
| Non-Executive Chair retainer | $175,000 | Reduced from $280,000 in 2024 based on investor feedback. |
| Annual equity award | $180,000 | Common stock or DSUs; fair value at grant date. |
- 2024 non-employee director grants were valued at $42.73 per share (April 26, 2024 grant date); not applicable to Seaton since he was a nominee, not a director in 2024.
Performance Compensation
| Metric | Structure | Application to Directors |
|---|---|---|
| Performance-linked metrics | Not used | Director pay consists of cash retainers and fixed-value equity grants; no performance metrics apply to non-employee director compensation. |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations | Governance Safeguards |
|---|---|---|
| ConocoPhillips (energy) | No NEM LDCC interlocks; Seaton serves on ConocoPhillips Public Policy & Sustainability, not compensation committee | Board states no LDCC interlocks/insider participation last fiscal year. |
| The Mosaic Company (fertilizer/mining inputs) | No related-party transactions disclosed with NEM | Related party transactions require committee approval; none disclosed for Seaton. |
Expertise & Qualifications
- CEO/executive management: Former Chair/CEO of Fluor; prior COO.
- Large-scale project development and global construction operations.
- International business leadership across multiple geographies.
- HSE/social responsibility experience; committee service on sustainability at ConocoPhillips; prior leadership at NAM and Boys & Girls Clubs.
- Public company board experience at ConocoPhillips and The Mosaic Company.
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| NEM shares/DSUs owned | Not disclosed for Seaton (not a 2024 director) | 2024 DSU outstanding table lists seated directors; Seaton not included. |
| Director ownership guideline | 5x annual cash retainer; 5 years to comply for new directors | Applies upon election; compliance policy detailed in proxy. |
| Hedging/pledging policy | Prohibited | Anti-hedging and anti-pledging policies in place. |
Governance Assessment
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Strengths: Independent status; deep large-project and international expertise aligned with NEM’s capital-intensive, multi-jurisdiction mining footprint; strong board governance (independent chair, 99% attendance, routine executive sessions); director pay aligned with market and investor feedback (chair retainer reduction).
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Compensation alignment: Director package is balanced (cash + equity) with ownership guidelines promoting alignment; no performance gaming risk in director pay structure.
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Conflicts/related-party: No Seaton-specific related person transactions disclosed; board independence standards define categorical immaterial thresholds; Seaton listed as independent.
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Shareholder sentiment: Say-on-Pay approval of 92.6% in 2024 indicates generally strong investor confidence in compensation governance (context for board oversight of incentives).
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RED FLAGS: None disclosed specific to Seaton (no attendance data until seated; no related-party transactions; not overboarded per proxy disclosures). Monitor future committee assignments and any NEM-related transactions with ConocoPhillips or Mosaic for threshold breaches under independence standards.