FREEPORT MCMORAN INC (FCX)
Sector: Materials
2026 Annual Meeting Analysis
FREEPORT MCMORAN INC · Meeting: June 10, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with 5 years tenure, no overboarding concerns (2 outside boards), 100% meeting attendance, and FCX's 3-year TSR of +52.8% outperforms the peer group median by +3.3pp, well below the 65pp threshold required to trigger a vote against.
Non-independent executive chairman with 19.5 years tenure; FCX's 3-year TSR of +52.8% is above the peer group median by +3.3pp, so the TSR trigger does not apply; no overboarding concerns and no other disqualifying flags identified.
Independent director with 4.7 years tenure, relevant financial and audit expertise as a former Ernst & Young audit partner, holds 2 outside board seats (no overboarding), and the TSR trigger does not apply given FCX's positive relative performance versus peers.
Independent director with 4.3 years tenure, strong CEO and sustainability experience, holds 1 outside board seat, and the TSR trigger does not apply.
Independent director with 12.3 years tenure, active CEO with relevant operational and governance expertise, holds 2 outside board seats (no overboarding), and the TSR trigger does not apply given FCX's performance relative to the peer group.
Ryan Lance is a sitting CEO of ConocoPhillips and holds 1 outside board seat at FCX (in addition to his own company board), which is within the policy's limit of fewer than 2 outside board seats for sitting CEOs; the TSR trigger does not apply and no other disqualifying flags were identified.
Independent director with 4.7 years tenure, strong financial and capital markets expertise qualifying as an audit committee financial expert, holds 2 outside board seats (no overboarding), and the TSR trigger does not apply.
Independent lead director with 19.1 years tenure, strong governance and executive leadership experience, holds 2 outside board seats (no overboarding), attended 90% of meetings (above the 75% threshold), and the TSR trigger does not apply given FCX's positive relative performance versus the peer group.
CEO and executive director with 3.2 years tenure, extensive FCX-specific mining industry experience; the TSR trigger does not apply as FCX's 3-year TSR of +52.8% outperforms the peer group median by +3.3pp, well below the 65pp threshold; holds 1 outside board seat and no other disqualifying flags were identified.
Independent director with 6.5 years tenure, serves as audit committee chair with strong financial expertise as a former CFO of AT&T, holds 1 outside board seat, and the TSR trigger does not apply.
Independent director with 12.3 years tenure, relevant government, legal, risk and international experience, holds 2 outside board seats (no overboarding), and the TSR trigger does not apply given FCX's positive performance relative to the peer group.
All 11 director nominees receive a FOR vote. FCX's 3-year stock return of +52.8% exceeds the company-disclosed peer group median by +3.3pp, which is far below the 65pp underperformance threshold required to trigger votes against directors under strong-positive TSR conditions. No director is overboarded, no non-independent directors serve on the audit or compensation committees, attendance is acceptable across the board, and the company discloses a clear skills matrix. The one sitting CEO on the board (Ryan Lance of ConocoPhillips) holds only one outside seat, within policy limits.
Say on Pay
✓ FORCEO
Kathleen L. Quirk
Total Comp
$14,808,126
Prior Support
~95%%
CEO total compensation of approximately $14.8 million is reasonable for the leader of an $88 billion market cap global mining company, and the prior year say-on-pay vote received approximately 95% support, indicating strong shareholder satisfaction. The pay structure is heavily performance-oriented — 91% of CEO target pay is variable and at-risk, with 72% tied to measurable performance objectives including a three-year return-on-investment metric and relative total shareholder return compared to mining peers, meeting the policy's requirement that at least 50-60% of pay be performance-based. FCX's 3-year stock return of +52.8% is in line with the peer group median, and the 2023-2025 performance stock awards paid out at 125% of target based on verified financial and relative TSR performance, indicating appropriate pay-for-performance alignment; additionally, the committee exercised downward discretion on annual bonuses in response to 2025 workplace fatalities, which is a positive governance signal.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$15,341,000
Non-Audit Fees
$2,237,000
Non-audit fees (audit-related fees of $2,099,000 plus tax fees of $138,000, totaling approximately $2,237,000) represent about 14.6% of core audit fees of $15,341,000, well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a company of FCX's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative factor but does not affect the vote determination. No material financial restatements were identified.
Overall Assessment
Freeport-McMoRan's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive FOR votes under this policy. The compensation program is strongly performance-linked, the auditor fee structure raises no independence concerns, and FCX's stock performance is broadly in line with its disclosed peer group, leaving no TSR-based triggers for votes against any of the 11 director nominees.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing