Freeport-McMoRan (FCX) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Freeport-McMoran Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter to Stockholders		1
Notice of 2022 Annual Meeting of Stockholders		3
About Freeport-McMoRan		4
2021 Performance Highlights		5
Proxy Voting Roadmap		6
Stakeholder Engagement		8
ESG / Sustainability		9
Board and Corporate Governance Matters		12
	Proposal No. 1: Election of Directors	12
Vote Required to Elect Director Nominees		12
Board Qualifications, Attributes, Skills and Experience		13
Director Skills and Demographics Matrix		14
Information About Director Nominees		15
Corporate Governance Highlights		21
Key Governance Practices		21
Board Composition and Refreshment		22
Board Oversight		27
Communications with the Board		29
Board Structure		31
2021 Board and Committee Meeting Attendance		34
Board Independence and Related Person Transactions		34
Director Compensation		35
Executive Officer Compensation		38
	Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers	38
Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers		38
Compensation Discussion and Analysis		39
Executive Summary		40
Executive Compensation Philosophy		43
Principal Components of Executive Compensation		44

	Post-Termination Compensation		49
	Compensation Processes and Policies		50
	Glossary of CD&A Terms		52
	Compensation Committee Report		52
	Executive Compensation Tables		53
	CEO Pay Ratio		62
	Audit Committee Matters		63
		Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2022	63
	Vote Required to Ratify the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2022		63
	Audit Committee Report		64
	Appointment of Independent Registered Public        Accounting Firm; Financial Statement Review		64
	Internal Audit		65
	Independent Registered Public Accounting Firm		65
	Stock Ownership		66
	Director and Executive Officer Stock Ownership Guidelines		66
	Stock Ownership of Directors and Executive Officers		66
	Delinquent Section 16(a) Reports		68
	Hedging and Pledging Policies		68
	Stock Ownership of Certain Beneficial Owners		68
	Questions and Answers About the Proxy Materials, Annual Meeting and Voting		69
	2023 Stockholder Proposals		76
	Annex A – Non-GAAP Financial Measures		A-1
	Methodology Used to Calculate Certain AIP Metrics		A-1
	Other Non-GAAP Financial Measures		A-1
	Annex B – Calculation of Grant Date Fair Value of RSUs and PSUs		B-1

We include website addresses throughout this proxy statement for reference only. The information contained on our website is not a part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the U.S. Securities and Exchange Commission (SEC). Printed versions of these materials are available, free of charge, to any stockholder who requests them from our corporate secretary.

This proxy statement contains forward-looking statements, which are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “endeavors,” “seeks,” “goal,” “predicts,” “strategy,” “objective,” “projects,” “targets,” “intends,” “aspires,” “likely,” “will,” “should,” “could,” “to be,” ”potential,” “assumptions,” “guidance,” “future” and any similar expressions are intended to identify those assertions as forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to, those described in more detail under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021 (2021 Form 10-K), filed with the SEC. Many of the assumptions upon which such forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, we may make changes to our business plans that could affect our results. We caution investors that we undertake no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. This proxy statement also contains certain financial measures that are not recognized under generally accepted accounting principles (GAAP) in the United States, including adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), net debt and consolidated unit net cash costs. As required by SEC Regulation G, our calculation and reconciliation of unit net cash costs to amounts reported in our consolidated financial statements is in the supplemental schedules of our fourth-quarter and year ended 2021 press release, which is available on our website, fcx.com. Please refer to Annex A to this proxy statement for our calculation and reconciliation of adjusted EBITDA and net debt and other information regarding our calculations for consolidated unit net cash costs.

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Letter to Stockholders

Dear Fellow Stockholders,

As your Lead Independent Director, I value the ongoing dialogue that Freeport-McMoRan (Freeport) has with our stockholders and the insight and feedback you provide to our board and management team on our company’s practices and your priorities. I am pleased to share several successes that were of particular focus during 2021. The year 2021 was one of strong execution and achievement of significant milestones for Freeport. Critical to our success was the continued prioritization of the health and safety of our workforce and effective management of the impacts of the COVID-19 pandemic on our operating environment. Freeport delivered strong financial and operational performance for the year, including considerable volume growth, effective cost and capital management, and the successful ramp-up of underground production	at our Grasberg minerals district in Indonesia, an important milestone that positions us to execute on our vision of being foremost in copper. We also strengthened our board during 2021 through the addition of six new independent directors: Bob Dudley and David Abney in April; Marcela Donadio and Sara Grootwassink Lewis in August; Ryan Lance in November; and Hugh Grant in December. Each of these directors brings a unique and complementary set of skills, perspectives and capabilities in a variety of areas and each contributes to our board’s understanding of our complex global business and operating environment, which underpins the board’s effective oversight of our business strategy and priorities. We are proud of our success in cultivating a board that reflects diversity across both professional and personal characteristics. We have an exceptional and highly engaged board focused on the company’s continued success for the benefit of our stockholders and other stakeholders.
		We have an exceptional and highly engaged board focused on the company’s continued success for the benefit of our stockholders and other stakeholders.

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Letter to Stockholders

In 2021, Freeport continued to advance environmental, social and governance (ESG) initiatives aligned with our business strategy. We are excited about the role Freeport plays as a leading producer of the metals essential to support the global energy transition and the associated growth opportunities for our business. In September, we published our updated Climate Report, which details our strategy to reduce our greenhouse gas (GHG) emissions and enhance the climate resilience of our business operations. This report reflects our continued progress towards alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), including the completion of our first global climate scenario analysis. The company also established a new 30% GHG emissions intensity reduction target for our PT Freeport Indonesia (PT-FI) operations by 2030, and announced our aspiration to participate in, and positively contribute to, a 2050	net zero economy. In support of these strategic efforts, Freeport has incorporated climate performance into our annual executive compensation program and has enhanced the climate expertise on our board. As a global leader in responsibly produced copper, we are proud of the progress we have made towards validating all of our copper-producing sites with the Copper Mark. To date, 9 sites have achieved the Copper Mark and we have an initiative underway to prepare to apply for the Copper Mark at PT-FI. On behalf of the full board, thank you for your continued trust and investment in Freeport. Sincerely, DUSTAN E. MCCOY Lead Independent Director April 21, 2022
		In 2021, Freeport continued to advance environmental, social and governance (ESG) initiatives aligned with our business strategy.

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Notice of 2022 Annual Meeting of Stockholders

DATE Thursday, June 9, 2022

TIME 1:00 p.m. Eastern Time

LOCATION Virtual at www.meetnow.global/FCX2022

RECORD DATE April 12, 2022

Purpose

Stockholders will also transact such other business as may properly come before the annual meeting. Only stockholders of record as of the close of business on April 12, 2022, are entitled to vote at the annual meeting and any adjournment or postponement of the meeting.

In an effort to provide access regardless of geographic location and cost savings for our stockholders and the company, this year’s annual meeting will be conducted virtually via a live audio webcast, accessible at www.meetnow.global/FCX2022. For information regarding how to join and participate in our virtual annual meeting (including how to vote, view the list of stockholders of record and submit questions pertinent to the meeting), please see “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 69.

By Order of the Board of Directors.

MONIQUE A. CENAC
Assistant General Counsel and Corporate Secretary
April 21, 2022

How to Vote

INTERNET Go to envisionreports.com/FCX

PHONE Call toll-free 1-800-652-VOTE (8683) within the U.S. or U.S. territories and Canada

MAIL Sign, date, detach and return a proxy card in the postage-paid envelope provided

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2022

This proxy statement and our 2021 annual report to stockholders are available at edocumentview.com/FCX.

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About Freeport-McMoRan

Freeport is a leading international mining company with headquarters in Phoenix, Arizona with an objective of being foremost in copper. Freeport operates large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold and molybdenum.

Freeport’s portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits, and significant mining operations in North America and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

Freeport’s global workforce of over 67,000 people is dedicated to responsible production practices. By supplying responsibly produced copper, Freeport is proud to be a positive contributor to the world well beyond its operational boundaries. Additional information about Freeport is available at fcx.com.

Geographically Diverse Portfolio

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Strategic Objectives of New Financial Policy

Maintain strong balance sheet

Increase cash returns to stockholders

Advance organic growth opportunities

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Proxy Voting Roadmap

This proxy voting roadmap highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2021 performance, please review our 2021 annual report to stockholders (2021 annual report), which is being made available to stockholders together with these proxy materials on or about April 21, 2022.

	PROPOSAL NO. 1: Election of Directors
						The Board recommends a vote FOR each director nominees.
	(page 12)

AGE*	TENURE*	DIVERSITY

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	PROPOSAL NO. 2: Advisory Vote on the Compensation of Our Named Executive Officers
						The Board recommends a vote FOR Proposal 2.
	(page 38)

During 2021, Freeport delivered strong financial and operational performance, including considerable volume growth, effective cost and capital management, and the successful ramp-up of the Grasberg underground mines, an important milestone that positions us to execute on our vision of being foremost in copper.

	PROPOSAL NO. 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2022
						The Board recommends a vote FOR Proposal 3.
	(page 63)

In February 2022, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2022. Ernst & Young has been retained as the company’s independent registered public accounting firm continuously since 2002. The audit committee and the board believe that the continued retention of Ernst & Young to serve as the company’s independent registered public accounting firm is in the best interests of the company and its stockholders.

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Stakeholder Engagement

Stockholder Engagement

We maintain an ongoing, proactive and expansive stakeholder engagement program which is management-led and overseen by our board. Direct engagement with our stockholders is a critical pillar of this program. Our stockholder engagement program is designed to address questions and concerns, provide perspective on company policies and practices and seek input. Our board and management have a history of engaging with stockholders and incorporating feedback into their decision-making processes.

KEY TOPICS DISCUSSED IN 2021 ESG STOCKHOLDER ENGAGEMENTS (*)

2021 ESG STOCKHOLDER ENGAGEMENT (*)

●Board refreshment and board leadership structure ●Climate strategy, including GHG emissions reduction targets for our Americas copper business and PT-FI operations ●ESG initiatives, including enhanced disclosures and ESG metrics in executive compensation ●Tailings management, risks and disclosure ●Water management and risks ●Biodiversity program ●Human rights, including progress on our human rights impact assessments (*)Throughout the year, we also have extensive engagement with stockholders on various other matters not included in this list or chart

Other Stakeholder Engagement

In addition to our stockholder engagement program, we also maintain ongoing dialogue and gather input from a broader group of stakeholders throughout the year including with our customers and suppliers, members of the communities where we operate, industry associations, governmental organizations and nongovernmental organizations (NGOs).

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ESG / Sustainability

Our sustainability approach is underpinned by the recognition that our work and the products we produce are key contributors to progress around the world. We recognize the importance of effective management, integration and governance of key ESG matters. Strong ESG performance is imperative to our long-term success and our ability to deliver shared value to our stakeholders. Our core values of safety, respect, integrity, excellence and commitment are foundational to our sustainability approach and to our business strategy, and we are committed to continuous improvement and to aligning our sustainability programs with leading practices.

Our highest priority is the health, safety and well-being of our workforce and the communities where we operate. We seek to work collaboratively with our stakeholders to support shared value creation in our host communities and countries and to recognize, respect and promote human rights everywhere we conduct business. We are dedicated to effective environmental protection and stewardship, which are key to ensuring the long-term viability of our business, including maintaining the necessary support from communities and governments.

In 2021, we progressed our efforts to achieve the Copper Mark at our all of our copper-producing sites. To date, 9 of our sites have been validated by the Copper Mark including our Cerro Verde mine in Peru, El Abra mine in Chile, Atlantic Copper smelter and refinery in Spain, Morenci and Bagdad mines and Miami smelter in Arizona, our El Paso refinery in Texas, and our Chino and Tyrone mines in New Mexico. Our Safford (including Lone Star) and Sierrita mines have signed letters of commitment and we plan to commence the process at PT-FI later this year. The Copper Mark is a comprehensive assurance framework that requires independent, third-party validation across 32 ESG requirements. It is the first and only framework developed specifically for the copper industry and enables each site to demonstrate to stakeholders the site’s responsible production performance.

To learn more about our ESG initiatives and progress, stockholders are encouraged to review our 2021 Annual Report on Sustainability, which is independently assured and has been published annually since 2001, as well as our most recent climate report and other sustainability information and reports available on our website at fcx.com/sustainability.

2021 Sustainability Highlights				Sustainability Program Aligns with International Best Practices VOLUNTARY MEMBERSHIPS AND COMMITMENTS SUSTAINABILITY REPORTING FRAMEWORKS
$164M Invested in our communities	Zero Significant environmental incidents at our operations
9 sites Awarded the Copper Mark to date with more to come	12 sites Certified gold by the Wildlife Habitat Council for our biodiversity programs
87% Total water use efficiency	99% Of our employees are from the countries where we operate
2050 Net zero aspiration established	2030 GHG emissions intensity reduction target established for PT-FI (in addition to the 2030 intensity reduction target established for our Americas copper business in 2020)
Global Tailings Standard Leadership role in development of the standard; currently in the process of conforming tailings management program

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ESG / Sustainability

Climate Strategy

As one of the world’s largest copper producers, we understand our critical role in the low-carbon energy transition. We are dedicated to supplying the global economy with responsibly produced copper, which includes operating in a manner that manages and mitigates our GHG emissions and other climate-related risks and impacts. During 2021, we continued to advance our climate strategy, which is founded on three pillars:

During 2021, we also announced our 2050 net zero aspiration, completed our first global climate scenario analysis, enhanced the climate expertise on our board, directly aligned climate performance with our annual executive compensation program, and advanced our analysis of renewable energy opportunities in the U.S. During the year, Freeport also established its GHG emissions intensity reduction target for our PT-FI operations, which is in addition to our GHG reduction target for our Americas copper business established in 2020. We also committed to validating our 2030 interim targets with the Science Based Targets initiative. For more information, see our updated climate report published in September 2021, which outlines our substantial progress in advancing our climate strategy and commitments and includes an update on our progress towards alignment with the recommendations of the TCFD. We plan to publish an updated climate report later this year, which will include an update on our continued progress against our climate strategy and related commitments.

Human Capital

We believe our global workforce is the foundation of our success. Our board oversees our policies and implementation programs that govern our approach to management of our human capital, with the corporate responsibility committee having oversight of health and safety matters and the compensation committee having oversight of other human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity.

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ESG / Sustainability

As part of our ongoing efforts to support our understanding, tracking and transparency of inclusion and diversity within our employee population, we began voluntarily reporting North America diversity metrics in line with the categories set forth by the United States Equal Employment Opportunity Commission and other metrics in our 2020 Annual Report on Sustainability, and in 2021, we also progressed a pay equity and living wage analysis globally.

Board Oversight of ESG

The corporate responsibility committee is responsible for oversight of the company’s environmental and social policies and implementation programs and related matters. The corporate responsibility committee reviews the effectiveness of the company’s strategies, programs and policy implementation with respect to safety and health, responsible production frameworks, tailings management and stewardship, climate change, water stewardship, biodiversity and land management, waste management, human rights, stakeholder relations, social performance and Indigenous Peoples, responsible sourcing, and political activity and spending practices. During 2021, the corporate responsibility committee met four times.

Additionally, each of the compensation committee, governance committee and audit committee oversees certain ESG matters. The compensation committee oversees the company’s human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity. The governance committee maintains our corporate governance guidelines and oversees our corporate governance practices and procedures. The audit committee oversees our global compliance program and corporate compliance procedures, our information technology security policies and the internal controls regarding information technology security and cybersecurity and provides ultimate oversight of our global tax strategy as part of its financial oversight responsibilities.

ESG and Annual Executive Compensation

Our chairman and CEO has ultimate responsibility for the company’s ESG performance. Executive officers are held accountable for the company’s ESG performance in part through the company’s performance-based annual incentive program (AIP) via relevant pre-determined ESG metrics aligned with our key ESG commitments and priorities. In 2021, ESG metrics collectively accounted for 25% of the AIP (15% safety and 10% sustainability). See “Executive Officer Compensation – Compensation Discussion and Analysis – Principal Components of Executive Compensation” for more information.

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Board and Corporate Governance Matters

	1				Proposal No. 1: Election of Directors
					Our board unanimously recommends that stockholders vote FOR each of the director nominees listed below.

Upon the recommendation of the governance committee, the board has nominated eleven directors for election at our 2022 annual meeting to hold office until our next annual meeting and the election of their successors. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The persons named as proxies on the proxy card intend to vote your proxy for the election of each such nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the board or the board may reduce its size.

Vote Required to Elect Director Nominees

Under our by-laws, in uncontested elections, directors are elected by a majority of the votes cast, meaning a candidate for director is elected if the votes in favor of his or her election exceed the votes against his or her election. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, meaning that the director nominees who receive the most votes will be elected.

In an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election will be required to promptly tender his or her resignation to the board. The governance committee will recommend to the board whether to accept or reject the tendered resignation. The board will act on the governance committee’s recommendation and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation. In addition, if each member of the governance committee fails to be elected at the same election, the independent directors who were elected will appoint a committee to consider the tendered resignations and recommend to the board whether to accept or reject them. Any vacancies on the board may be filled by a majority of the directors then in office. Each director elected in this manner will hold office until his or her successor is elected and duly qualified.

See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information.

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Board and Corporate Governance Matters

Board Qualifications, Attributes, Skills and Experience

Our board believes that it is desirable that the following qualifications, attributes, skills and experience are represented on our board because of their particular relevance to our business.

Experience, Qualifications, Attributes and Skills		Why is this important to Freeport?		Directors with this Experience, Qualification, Attribute or Skill
CEO experience		Directors with CEO experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on organizations, processes, developing and implementing business strategy, risk and risk management, maintaining effective, sustainable and safe operations, and driving growth in order to achieve our strategic goals.
Accounting/ financial expertise		Experience as an accountant, auditor, financial advisor or other similar experience is critical to oversight of the preparation and audit of our financial statements and compliance with various related regulatory requirements and standards. We seek to have several directors who could qualify as audit committee financial experts (as defined by SEC rules).
Public company board experience		Directors who serve or have served on the boards and board committees of other public companies demonstrate a deep understanding of risk oversight, succession planning, corporate governance standards and best practices of public company boards and board committees.
Operational management		Experience in operational matters and requirements assists the board in understanding the issues that the company may face in our global activities and operations, environmental management, strategic planning, cybersecurity and labor relations.
International business/ global affairs		Experience in international business/global affairs or experience related to global economic trends yields an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business and strategy and enhances our international operations.
Natural resources, mining, metals industry experience		Natural resources, mining, metals or other extractives industry experience assists in understanding our business drivers, operations, key performance indicators and competitive environment.
Capital markets/ banking		Experience overseeing capital markets and banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the company’s design and implementation of financing and capital allocation strategies.
ESG/sustainability		ESG and sustainability experience supports our commitment to meeting the highest standards of environmental stewardship across our operations, including our strategy to reduce our GHG emissions and enhance the climate resilience of our business operations, respecting human rights in all of our business practices, and prioritizing the health, safety and well-being of our workforce and host communities where we operate. Experience implementing and advancing decarbonization plans and other key sustainability initiatives strengthens the board’s oversight of our climate strategy and related commitments.
Government/legal		Government relations, legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our company and our industry.

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Board and Corporate Governance Matters

Director Skills and Demographics Matrix

Our director nominees represent a range of tenures and overall experience, which contributes to a variety of perspectives and facilitates transition of institutional knowledge from longer-serving members to newer members of our board. We believe this balanced composition is in the best interest of our company and our stockholders, as our industry and strategic initiatives often have prolonged lifecycles, and it is therefore helpful to have seasoned directors who are familiar with our company and can draw on past experience and expertise balanced with newer directors who bring fresh perspectives. Our governance committee remains committed to an ongoing review of the board’s composition to ensure that we continue to have the right mix of skills, background, diversity and tenure to position the company for long-term success.

Experience, Qualifications, Attributes and Skills

CEO experience

✓

✓

✓

✓

✓

✓

✓

Accounting/ financial expertise

✓

✓

✓

✓

✓

✓

Public company board experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Operational management

✓

✓

✓

✓

✓

✓

✓

✓

✓

International business/ global affairs

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Natural resources, mining, metals industry experience

✓

✓

✓

✓

✓

Capital markets/banking

✓

✓

✓

✓

✓

✓

✓

✓

ESG/sustainability

✓

✓

✓

✓

✓

✓

✓

✓

Government/legal

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

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Board and Corporate Governance Matters

Information About Director Nominees

Included below is certain information as of the record date, April 12, 2022, with respect to the director nominees, including information regarding business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes and skills that led the governance committee and the board to determine that such person should be nominated at our 2022 annual meeting of stockholders to serve as a director of the company.

David P. Abney
Independent Age 66 Director since 2021		Retired Chairman and Chief Executive Officer of United Parcel Service, Inc.		Freeport Committee Memberships ●Audit Committee ●Compensation Committee
		Current Public Company Directorships ●Northrop Grumman Corporation ●Target Corporation		Former Public Company Directorships ●Johnson Controls International plc ●Macy’s Inc. ●United Parcel Service, Inc.
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Executive leadership experience as former Chairman and CEO of a complex global enterprise with a large, labor intensive workforce ●Expertise in international operations, global logistics and supply chain resilience as well as broad experience with human capital management, leading global teams and overseeing sustainability driven change, including the transition to emerging technologies ●Public company board experience as well as nonprofit leadership experience, including on the Board of Directors of Catalyst, a global nonprofit working to advance women into senior leadership and board positions
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Business Administration from Delta State University

Richard C. Adkerson
Chairman of the Board Age 75 Director since 2006		Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.		Freeport Committee Memberships ●None
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Recognized business leader in the mining industry, with decades of industry and operational experience, a vision for the company’s long-term strategy, connectivity to our global workforce, and strong relationships with our stakeholders ●Chair of the International Council on Mining and Metals, a position he also held from 2008 to 2011; previously served on the Executive Board of the International Copper Association ●Member of The Business Council, the Business Roundtable and the Council on Foreign Relations; Chairman of the Advisory Council of the Kissinger Institute on China and the United States
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Accounting with highest honors and M.B.A. from Mississippi State University and completed Advanced Management Program at Harvard Business School

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Board and Corporate Governance Matters

Marcela E. Donadio  NEW
Independent Age 67 Director since 2021		Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP		Freeport Committee Memberships ●Governance Committee
		Current Public Company Directorships ●Marathon Oil Corporation (Lead Independent Director) ●Norfolk Southern Corporation ●NOV, Inc.
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry ●Comprehensive knowledge of public company financial reporting regulations and compliance requirements and a deep understanding of the strategic issues affecting companies in the extractives industry ●Experienced audit partner for multiple companies with domestic and international operations in the natural resources sector; held various energy industry leadership positions during her career
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Accounting from Louisiana State University and a Certified Public Accountant

Robert W. Dudley
Independent Age 66 Director since 2021		Retired Group Chief Executive of BP, p.l.c.		Freeport Committee Memberships ●Governance Committee ●Corporate Responsibility Committee
		Current Public Company Directorships ●LyondellBasell Industries N.V.		Former Public Company Directorships ●BP, p.l.c.
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 40 years of executive and business experience serving in a broad range of engineering, commercial, strategic, international and executive roles, including leadership role in advancing BP’s decarbonization plans and other key sustainability initiatives ●Extractives industry experience, expertise in complex strategic issues and cybersecurity oversight experience ●Chairman of the Board of Axio, a leading SaaS provider of cyber risk management and quantification solutions ●Chairman of the Oil and Gas Climate Change Initiative (since 2016), a CEO-led initiative that aims to accelerate the oil and gas industry’s response to climate change, Chair of the Accenture Global Energy Board, member of The Business Council and fellow of the Royal Academy of Engineering
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Chemical Engineering from the University of Illinois, MIM from the Thunderbird School of Global Management (now part of Arizona State University) and M.B.A. from Southern Methodist University

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Board and Corporate Governance Matters

Hugh Grant  NEW
Independent Age 64 Director since 2021		Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company		Freeport Committee Memberships ●Compensation Committee
		Current Public Company Directorships ●PPG Industries, Inc. (Lead Independent Director)
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●As Chairman, President and CEO of Monsanto, he led the company’s strategic transition to become a pioneer in agriculture biotechnology; he and the company were recognized by numerous groups for innovation, sustainability and business leadership during his tenure ●Significant executive leadership, corporate governance, managerial, operational, international, distribution and technology expertise ●Director of Invaio Sciences, Inc., a private company focused on unlocking the potential of the planet’s interdependent natural systems to address pressing agricultural, sustainability and environmental challenges ●Member of The Business Council
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. (Honors) in Molecular Biology and Agricultural Zoology from Glasgow University, Post Graduate Diploma in Agriculture from Edinburgh University and M.B.A. from the International Management Centre in Buckingham, United Kingdom

Lydia H. Kennard
Independent Age 67 Director since 2013		President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions		Freeport Committee Memberships ●Corporate Responsibility Committee ●Governance Committee (Chair)
		Current Public Company Directorships ●AECOM ●Healthpeak Properties, Inc. ●Prologis, Inc.
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 40 years of executive and operational experience in aviation, construction management and real estate development ●Deep understanding of operational requirements and corporate governance matters ●Significant public company board experience ●Experience in environmental management and pollution control matters through her former involvement with the California Air Resources Board
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.A. in Urban Planning and Management from Stanford University, Master in City Planning from Massachusetts Institute of Technology and J.D. from Harvard Law School

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Ryan M. Lance  NEW
Independent Age 59 Director since 2021		Chairman and Chief Executive Officer of ConocoPhillips		Freeport Committee Memberships ●Corporate Responsibility Committee
		Current Public Company Directorships ●ConocoPhillips
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 37 years of executive and operational experience in the oil and natural gas industry; leadership role in developing and advancing ConocoPhillips’ decarbonization plans and other key sustainability initiatives ●Extensive experience in international exploration and production, including regional responsibility at various times for Asia, Africa, the Middle East and North America, and responsibility for technology, major projects, downstream strategy, integration and specialty functions ●Former Chairman of the American Petroleum Institute and currently serves on its Executive Committee; Chair of National Petroleum Council’s Agenda Committee ●Member of the Business Roundtable and The Business Council and serves on the board of the National Fish and Wildlife Foundation
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Petroleum Engineering from Montana Technological University

Sara Grootwassink Lewis  NEW
Independent Age 54 Director since 2021		Retired Chief Executive Officer of Lewis Corporate Advisors		Freeport Committee Memberships ●Audit Committee
		Current Public Company Directorships ●Healthpeak Properties, Inc. ●Weyerhaeuser Company		Former Public Company Directorships ●Sun Life Financial Inc. ●PS Business Parks, Inc. ●Plum Creek Timber, Inc.
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 20 years of executive leadership, accounting, corporate finance and capital markets experience ●Extensive public company board experience ●Serves on the Board of Trustees of the Brookings Institution (member of Executive Committee), the Leadership Board for the U.S. Chamber of Commerce Center for Capital Markets Competitiveness and the Audit Committee Council of the Center for Audit Quality; Board Leadership Fellow of National Association of Corporate Directors (NACD) (since 2012) and an NACD 100 Honoree; former member of the Public Company Accounting Oversight Board Standing Advisory Group (2015-2017)
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S. in Finance from the University of Illinois at Urbana-Champaign, a Certified Public Accountant and a Chartered Financial Analyst ●Earned the CERT certificate in Cybersecurity Oversight from Carnegie Mellon University and the NACD, demonstrating her commitment to advanced understanding of the role of the board and management in cybersecurity oversight

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Dustan E. McCoy
Lead Independent Director Age 72 Director since 2007		Retired Chairman and Chief Executive Officer of Brunswick Corporation		Freeport Committee Memberships ●Compensation Committee (Chair) ●Audit Committee
		Current Public Company Directorships ●Louisiana-Pacific Corporation (Lead Independent Director) ●YETI Holdings, Inc.		Former Public Company Directorships ●Brunswick Corporation
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Executive leadership, management and extensive public company boardroom experience ●Comprehensive experience with legal and compliance matters, corporate governance and disclosure matters and human capital management ●Over 20 years of experience in the natural resources and extractives industry with Ashland Oil, Inc. and as Chairman of the Board of a private quarry business ●Broad understanding of the operational, financial and strategic issues facing large global mining companies
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.A. in Political Science from Eastern Kentucky University and J.D. from Salmon P. Chase College of Law at Northern Kentucky University

John J. Stephens
Independent Age 62 Director since 2019		Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. Current Public Company Directorships ●Solid Power, Inc. (Lead Independent Director)		Freeport Committee Memberships ●Audit Committee (Chair)
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 35 years of accounting and corporate finance expertise, including experience in matters of financial planning, corporate development, accounting and accounting policy, tax, auditing, treasury, investor relations, corporate real estate, business planning and financial, operational and regulatory reporting ●Senior leadership experience in the oversight of a large, publicly traded company and vast experience in financial and accounting matters, international business and affairs, mergers, acquisitions and other major corporate transactions
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.S.B.A. in Accounting from Rockhurst University and J.D. from St. Louis University School of Law

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Frances Fragos Townsend
Independent Age 60 Director since 2013		Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer at Activision Blizzard, Inc.		Freeport Committee Memberships ●Corporate Responsibility Committee (Chair) ●Compensation Committee
		Current Public Company Directorships ●Chubb Limited		Former Public Company Directorships ●Scientific Games Corporation ●SciPlay Corporation ●The Western Union Company
BUSINESS EXPERIENCE				SKILLS AND QUALIFICATIONS
				●Over 25 years of domestic and international experience in legal, law enforcement and security sectors, including a strong background in strategic planning, risk management, intelligence and security matters and domestic and international affairs ●Extensive public policy, government, regulatory and legal experience, including complex international regulatory matters from her service in the Office of President George W. Bush as Homeland Security and Counterterrorism Advisor, Chair of the Homeland Security Council and Deputy Assistant to the President and Deputy National Security Advisor for Combatting Terrorism ●Member of the Council on Foreign Relations and the Trilateral Commission
				EDUCATION AND PROFESSIONAL CREDENTIALS
				●B.A. in Political Science and a B.S. in Psychology from American University and J.D. from the University of San Diego School of Law

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Corporate Governance Highlights

Our commitment to good corporate governance is evidenced by the following practices:

Key Governance Practices

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Board Composition

Our board currently consists of eleven members, ten of whom the board has affirmatively determined are independent. Each of our current directors has been nominated to stand for re-election at our 2022 annual meeting.

2021 Board Additions
David P. Abney		Marcela E. Donadio		Robert W. Dudley
Hugh Grant		Ryan M. Lance		Sara Grootwassink Lewis

Skills Sought for New Directors
	CEO experience
	Natural resources, mining, metals industry experience
	International business/global affairs
	ESG/sustainability
	Accounting/financial expertise

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Director Recruitment and Nomination Process

Our governance committee oversees the director recruitment and nomination process. The governance committee identifies, and formally considers and recommends to the board, candidates to be nominated for election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships. The governance committee carries out this responsibility through the process described below.

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Board Diversity Policy

The board recognizes and embraces diversity and is actively committed to inclusion and diversity in the boardroom. In accordance with our board diversity policy, which is set forth in our corporate governance guidelines, when evaluating the diversity of potential director nominees, the governance committee considers a broad range of diversity, including diversity in terms of professional experience, skills and background, as well as diversity of gender, race and ethnicity. Further, when conducting searches for new directors, the governance committee includes qualified female and racially and/or ethnically diverse individuals in the pool of candidates.

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Board and Committee Evaluation Process

Our board and each of its committees have an annual self-evaluation process to ensure that they are performing effectively and in the best interests of the company and its stockholders. The governance committee oversees this annual performance evaluation process. The governance committee periodically reviews the evaluation process and revises as appropriate. In 2021, following a review of the evaluation process by the lead independent director and the chair of the governance committee, the format of the evaluation process was changed from written board and committee self-assessment questionnaires to one-on-one director discussions conducted by the lead independent director. The board used the multistep process as summarized in the chart below for the 2021 evaluation process.

Identify Topics for Discussion The lead independent director and the chair of the governance committee worked with the general counsel and the corporate secretary to identify topics for discussion based on current areas of focus as well as feedback from stockholder outreach efforts.		2021 Evaluation Topics ●Board composition and refreshment, committee membership, leadership structure and culture ●Board’s role in oversight of strategy and risk management ●Meeting participation, materials and procedures ●Interactions with management and advisors ●Supporting resources, ongoing education and development opportunities ●Succession planning, executive and director compensation, director recruitment, governance practices, human capital management and ESG initiatives
One-on-One Discussions The lead independent director conducted one-on-one discussions with each director using the identified evaluation topics as guidelines.
Results Aggregated and Discussed with Full Board in Executive Session The lead independent director aggregated the results of the one-on-one discussions and led a discussion with the full board in executive session.
Feedback Incorporated into Policies and Practices The board and/or each committee chair followed up on items identified in the evaluation process. Policies and practices are updated, as appropriate, as a result of the annual evaluation process as well as continuous feedback.

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Beyond the Boardroom

Our board is actively engaged in overseeing our strategy and takes an active role in risk oversight. During 2021, we held 7 board meetings and 19 committee meetings to discuss, deliberate and make decisions on key strategic matters, at which we had a 100% director attendance rate. In addition to regular board and committee meetings, we provide channels for both new and tenured directors to engage in comprehensive onboarding and continued education in areas relevant to our business and our industry, regularly interact with our management outside the boardroom, and connect directly with our stockholders to strengthen their understanding and oversight of our business, strategy, and key priorities.

	Director Orientation			Access to Management			Stockholder Engagement
Following appointment to the board, a new director orientation session with key members of our senior leadership team is promptly scheduled to facilitate a seamless onboarding experience. These orientation sessions are highly interactive and immersive.			All directors have full and free access to management both during and outside of regularly scheduled board and committee meetings.			Our board values the input of our stockholders. Our board receives periodic updates on stockholder engagement led by management, and is directly involved in responding to and participating in communications where appropriate. From time to time, directors participate in direct engagement with our stockholders to discuss specific matters of mutual importance.
	Periodic Briefings from our CEO			Continuing Education			Site Visits
Our CEO provides our board with periodic updates on major business developments, milestones, important internal initiatives and communications the company has had with stockholders and other stakeholders as events arise in the ordinary course of business. These periodic briefings are intended to keep the board informed between regularly scheduled meetings on matters that are significant to our company and industry.			The company maintains a subscription for board members to the National Association of Corporate Directors (NACD), a recognized authority focused on advancing board leadership and establishing leading boardroom practices. Through NACD, directors have access to webinars and virtual education opportunities, NACD publications and complimentary registration to the annual NACD Virtual Summit. Our directors may also attend, at the company’s expense, other director continuing education programs relevant to the duties of a director, corporate governance, best board practices or the mining industry.			Periodically, directors will be invited or may request to visit certain of the company’s significant mining and other operating sites, and management will prepare educational sessions for the directors relevant to the company’s operations and plans to understand better the company’s business and culture.

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Limitation on Board and Committee Service and Director Commitment Policy

It is the expectation of the board that every director devotes the significant time and attention necessary to fulfill their duties as a director, including regularly preparing for, attending and actively participating in meetings of the board and its committees. Our corporate governance guidelines establish the following limits on our directors serving on public company boards and audit committees:

The governance committee may approve exceptions to these limitations under certain circumstances and with consideration given to public company board leadership roles and outside commitments. The governance committee and the full board will take into account the nature of and time involved in a director’s service on other boards and whether any existing or anticipated outside commitments interfere with a director’s performance when evaluating the suitability of individual directors and director nominees. Service on boards or committees of other organizations should be consistent with the company’s conflict of interest standards. Additionally, directors are expected to advise the chairman of the board, the lead independent director and the chair of the governance committee prior to accepting any other public company directorship or any assignment to the audit committee or compensation committee of the board of directors of any other public company of which such director is a member. The governance committee annually conducts a review of director commitment levels and has affirmed that all directors are currently compliant with the director commitment policy under our corporate governance guidelines.

Board’s Role in Oversight of Strategy and Risk Management

The board is actively engaged in overseeing our strategy and takes an active role in risk oversight.

The board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our lead independent director regularly meets and discusses with our chairman and CEO on a variety of matters, including business strategies, opportunities, key challenges and risks facing the company, as well as management’s risk mitigation strategies.

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The chart below provides an overview of the allocation of risk management responsibilities among the board committees.

		Board of Directors Responsible for risk oversight at the company

Management and Board Oversight of Cybersecurity

The audit committee oversees, among other things, our information technology and cybersecurity programs. The board or the audit committee, at least annually, receives a report from our Chief Information Officer on, among other things, the state of our information technology security program, assessments of risks and threats to our information technology systems, and processes to maintain and strengthen our resiliency against cybersecurity threats. During 2021, our Chief Information Officer, reported on these matters as part of an enterprise risk management presentation presented at a joint meeting of the audit committee and the corporate responsibility committee.

Freeport implements a strategic program to address cybersecurity risks and threats based on the National Institute of Standard in Technology Cybersecurity Framework. The program is assessed on an annual basis according to the NIST standards to ensure adherence to cybersecurity best practices. Our approach to cybersecurity incorporates a layered portfolio of technology controls including strategic partnerships for our cybersecurity platforms, documented policies and procedures, end user training and dedicated resources to manage and monitor the evolving threat landscape. We employ dedicated cybersecurity personnel to focus on preventing, identifying and detecting cybersecurity risks. We are committed to cybersecurity and vigilantly protecting our resources and information from unauthorized access. Incidents are required to be reported, including to the audit committee and/or the full board, as appropriate.

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Succession Planning for Senior Executives

The board is focused on ensuring that the company has emergency and long-term succession plans in place for key senior executive positions. The independent directors of the board are responsible for overseeing the company’s succession planning process for our CEO and other key senior executives and annually review the company’s succession plans for all key senior executives with input from the CEO.

In 2021, all of the directors met in executive session to review the company’s emergency and long-term succession plans.

Director Candidates Submitted by Stockholders

Non-Proxy Access Nominations

The governance committee will consider candidates proposed for nomination by our stockholders. Stockholders may propose candidates by submitting the names and supporting information to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004. Supporting information should include (a) the name and address of the candidate and the proposing stockholder; (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our corporate governance guidelines; (c) proof of ownership, the class and number of shares, and the length of time that the shares of our voting securities have been beneficially owned by each of the candidate and the proposing stockholder; and (d) a letter from the candidate stating his or her willingness to serve, if elected as a director.

In addition, our by-laws permit stockholders to nominate candidates directly for consideration at next year’s annual meeting of stockholders. Any non-proxy access nomination must be in writing and received by our corporate secretary at our principal executive office no later than March 11, 2023. If the date of next year’s annual meeting is moved to a date more than 90 days after or more than 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 90 days prior to the date of the 2023 annual meeting or 10 days following the public announcement of the date of the 2023 annual meeting. Any stockholder submitting a non-proxy access nomination under our by-law procedures must include (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act), including such nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) the name and address (as they appear on the company’s books) of the nominating stockholder and number of shares directly or indirectly beneficially owned by such stockholder; and (c) all other information required by our by-laws. Nominations should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

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In addition to satisfying the foregoing requirements under our by-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and that is postmarked or transmitted electronically to our principal executive office no later than April 10, 2023. However, if the date of the 2023 annual meeting is more than 30 days before or after the date of the anniversary of the 2022 annual meeting, the notice must be provided on the later of 60 days prior to the 2023 annual meeting or 10 days following the day on which public announcement of the date of the 2023 annual meeting is first made, as provided by Rule 14a-19.

Proxy Access Nominations

Our by-laws also contain a proxy access provision approved by our stockholders in 2016 that permits the following:

A stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for the three years prior to the date of submission of a notice nominating a candidate for director and continuing up to the date of the annual meeting

Can nominate and include in the company’s proxy materials stockholder nominees for election to the board constituting the greater of (a) two stockholder nominees or (b) 20% of the total number of directors in office as of the last day nominations of stockholder nominees may be submitted, rounded down to the nearest whole number, provided that the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our by-laws

Any director nomination pursuant to our proxy access by-law must be in writing and received by our corporate secretary at our principal executive office no later than December 22, 2022. If the date of next year’s annual meeting is moved to a date more than 30 days after or 30 days before the anniversary of this year’s annual meeting, the nomination must be received no later than the later of 180 days prior to the date of the 2023 annual meeting or 10 days following the public announcement of the date of the 2023 annual meeting. Any stockholder submitting a nomination under our proxy access by-law procedures must comply with the procedure, notice and information requirements in Article IV, Section 12 of our by-laws. Nominations made pursuant to our proxy access by-law should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

Communications with the Board

The board believes that senior management speaks for the company. Individual board members may, from time to time, meet or otherwise communicate with the company’s stakeholders at the request of the board or senior management in compliance with applicable policies. Stockholders or other interested parties may communicate directly with one or more members of the board including the lead independent director, or the independent directors as a group, by writing to the director or directors at the following address: Freeport-McMoRan Inc., Attn: Board of Directors (or the name of the individual director or directors), 333 North Central Avenue, Phoenix, Arizona 85004. The communication will be forwarded to the lead independent director of the board or the appropriate director or directors for response.

Directors are invited, but not required, to attend annual meetings of our stockholders. Messrs. Adkerson and Dudley attended our 2021 annual meeting of stockholders.

Availability of Corporate Governance Documents

Stockholders may view our audit, compensation, governance and corporate responsibility committee charters on our website at fcx.com under “About Us – Corporate Governance – Board Committees and Charters.” Stockholders may view our corporate governance guidelines (including our director independence standards set forth in Appendix A to our corporate governance guidelines) and principles of business conduct on our website at fcx.com under “About Us – Corporate Governance – Governance Documents.” These documents are also available in print upon request.

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Board Leadership Structure

Our board and governance committee reviews and evaluates the board’s leadership structure on at least an annual basis. The board believes it is important to retain flexibility to determine its leadership structure based on the composition of the board, management team and business conditions at the time, recognizing that the needs and opportunities of the company may change over time. Under our corporate governance guidelines, when the chairman is not independent, the independent directors will appoint a lead independent director. The governance committee will periodically review the position and responsibilities of the lead independent director and make appropriate recommendations to the independent directors. Factors considered in selecting a lead independent director include experience serving on public company boards, leadership at the committee level (either at Freeport or on another board), areas of expertise (with a focus on leadership and corporate governance), interest and ability to meet the time requirements of the position.

Richard C. Adkerson, our CEO and a recognized business leader in the mining industry, also serves as our chairman. While our chairman of the board and CEO positions were separate from 2003 until February 2021, in connection with the planned retirement of our former non-executive chairman, our board considered the relative benefits of combining the chairman and CEO positions versus retaining separate roles with an independent chairman. After considering the perspectives of our independent directors, views of our stockholders and governance trends, the board unanimously concluded that Mr. Adkerson would be best positioned to serve as our chairman of the board with Dustan E. McCoy serving as lead independent director, with clearly defined responsibilities.

Mr. Adkerson brings to the chairman role his decades of industry and operational experience, vision for the company’s long-term strategy, connectivity to our global workforce and strong relationships with our stockholders and other stakeholders. Under Mr. Adkerson’s leadership, we have achieved major milestones, including the successful ramp-up of the Grasberg underground mines, and advanced other key initiatives aligned with our business strategy.

Mr. McCoy’s appointment as lead independent director enhances the strong independent oversight function of the board, which is composed exclusively of independent directors (other than Mr. Adkerson), all of whom are highly qualified and experienced. In selecting Mr. McCoy to serve as lead independent director, the independent directors considered his substantial executive leadership and corporate governance experience (including experience serving as a lead independent director at another public company), as well as his institutional knowledge of the company and its governance practices. The independent directors believe Mr. McCoy’s experience enables him to provide a valuable historical perspective on the company’s business and risk management and enhances his ability to both work collaboratively with and challenge members of senior management. Further, the board believes Mr. McCoy continues to have the interest and ability to meet the time requirements of the position.

Our board believes this governance structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors and continues to be the most appropriate and effective leadership structure for the board and in the best interest of the company and its stockholders at this time.

Although only required to periodically review, the governance committee reviews the position of lead independent director annually. Accordingly, in February 2022, upon the recommendation of the governance committee, the independent directors appointed Mr. McCoy to serve another one-year term as lead independent director, which expires in February 2023.

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Board Committees

The board has four standing committees: audit, compensation, governance and corporate responsibility, each of which is composed entirely of independent directors and regularly reports to the full board. The governance committee annually reviews the composition and size of the board, and makes formal recommendations to the board regarding the size and membership of each committee of the board, including the identification of individuals qualified to serve as members of a committee. Each committee also operates under a written charter adopted by the board. See our website at fcx.com under “About Us – Corporate Governance – Governance Documents” for more information.

Audit Committee	MEETINGS IN 2021: 4

Current Committee Members (100% Independent)

John J. Stephens, Chair			David P. Abney			Sara Grootwassink Lewis			Dustan E. McCoy

PRIMARY RESPONSIBILITIES

Assists the board in its oversight responsibilities relating to:

●	the effectiveness of the company’s internal control over financial reporting
●	the integrity of the company’s financial statements
●	the company’s compliance with legal and regulatory requirements
●	the qualifications and independence of the company’s independent registered public accounting firm
●	the performance of the company’s independent registered public accounting firm and internal audit firm
●	the adequacy and effectiveness of the company’s information technology and cybersecurity programs and related internal controls

See “Audit Committee Matters – Audit Committee Report” and “Board Oversight” above for additional information.

= Audit Committee Financial Expert

Compensation  Committee	MEETINGS IN 2021: 6 (includes 2 special meetings)

Current Committee Members (100% Independent)

Dustan E. McCoy, Chair	David P. Abney	Hugh Grant	Frances Fragos Townsend

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

●	discharging the board’s responsibilities relating to compensation of the company’s executive officers
●	overseeing the form and amount of director compensation
●	administering the company’s cash-based and equity-based incentive compensation plans
●	overseeing the company’s human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity

See “Executive Officer Compensation – Compensation Committee Report” and “Compensation Committee Procedures” below for more information. Mr. Grant joined the compensation committee effective February 8, 2022.

The compensation committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and AIP and long-term incentive program (LTIP) criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plan. The compensation committee also reviews, approves and recommends to the board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely

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to expose the company to material risks. In addition, the compensation committee annually recommends to the board the slate of officers for the company, periodically reviews the functions of our executive officers and makes recommendations to the board concerning those functions.

The compensation committee engages an independent compensation consultant to advise it on matters related to executive and director compensation. Please refer to the sections titled “Director Compensation” below and “Executive Officer Compensation – Compensation Discussion and Analysis” for more information related to the independent compensation consultant. In addition, the board has its own independent legal counsel, with whom the compensation committee consults on an as needed basis.

Governance Committee	MEETINGS IN 2021: 5 (includes 3 special meetings)

Current Committee Members (100% Independent)

Lydia H. Kennard, Chair	Marcela E. Donadio	Robert W. Dudley

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

●	identifying and formally considering and recommending to the board, candidates to be nominated for election or re-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships
●	monitoring the composition of the board and its committees and making formal recommendations to the board on membership of the committees and committee structure
●	maintaining the corporate governance guidelines and overseeing the company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the board for approval any changes to the documents, policies and procedures in the company’s corporate governance framework
●	reviewing and, as necessary, making recommendations to the board with respect to stockholder proposals
●	evaluating the effectiveness of the board, its committees and management

See “Board Composition and Refreshment” and “Board Oversight” above for more information.

Corporate Responsibility  Committee	MEETINGS IN 2021: 4 (includes 1 special meeting)

Current Committee Members (100% Independent)

Frances Fragos Townsend, Chair	Robert W. Dudley	Lydia H. Kennard	Ryan M. Lance

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities with respect to the company’s environmental and social policies and implementation programs.

The company’s environmental and social programs focus areas include:

●safety and health ●responsible production frameworks ●tailings management and stewardship ●climate change ●water stewardship ●biodiversity and land management

●waste management ●human rights ●stakeholder relations, social performance and Indigenous Peoples ●responsible sourcing ●political activity and spending practices

See “ESG / Sustainability – Board Oversight of ESG” for additional information.

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2021 Board and Committee Meeting Attendance

attendance by directors at 7 board meetings and 19 committee meetings in 2021

Board Independence and Related Person Transactions

Board and Committee Independence; Audit Committee Financial Experts

On the basis of information solicited from each director, and upon the advice and recommendation of the governance committee, our board annually determines the independence of each of our directors in connection with the nomination process. Further, in connection with the appointment of any new director to the board during the year, our board makes the same determination. In making its recommendation to the board, the governance committee, with assistance from the company’s legal counsel, evaluates responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest between such director, the company, management, the independent registered public accounting firm and the internal audit firm. In its review of director independence, the governance committee considers the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships any director may have with the company, management, the independent registered public accounting firm and the internal audit firm.

Our board has affirmatively determined that all current directors (other than Mr. Adkerson) have no material relationship with the company and are independent according to the New York Stock Exchange (NYSE) listing standards and within the meaning of our director independence standards, which meet, and in some instances exceed, the independence requirements of the NYSE. The board also has determined that each of the members of the audit, compensation, governance and corporate responsibility committees has no material relationship with the company and satisfies the independence criteria (including the enhanced qualifications with respect to members of the audit committee and compensation committee) set forth in the applicable NYSE listing standards and SEC rules. In addition, the board has determined that each of Messrs. Abney and Stephens and Ms. Lewis qualifies as an “audit committee financial expert,” as such term is defined by the rules of the SEC.

Certain Transactions

Our corporate governance guidelines provide that any transaction that would require disclosure under Item 404(a) of Regulation S-K of the rules and regulations of the SEC must be reviewed and approved, or ratified, by the audit committee or the disinterested members of the board. Any such related party transactions will only be approved or ratified if the audit committee or the disinterested members of the board determine that such transaction will not impair the involved person’s service to, and exercise of judgment on behalf of, the company, or otherwise create a conflict of interest that would be detrimental to the company. No related party transactions reportable under Item 404 of Regulation S-K have taken place since January 1, 2021, and none are currently proposed.

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Director Compensation

Director Compensation Philosophy

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the board. In setting director compensation, the board is guided by the following principles:

Process of Setting Director Compensation

The compensation committee has oversight of director compensation, including the authority to grant equity-based awards. The compensation committee conducts an annual review and assessment of all compensation, cash and equity-based, paid to our non-management directors under our director compensation program in light of the principles set forth under “Director Compensation Philosophy” above. In addition, the compensation committee seeks advice from the board’s independent compensation consultant at least every other year, or more often as needed, in connection with evaluating our director compensation program relative to relevant market data and formulating its recommendations to the full board.

In December 2021, FW Cook, the committee’s independent compensation consultant, provided the compensation committee with a market review of non-management director remuneration practices and evaluated the company’s program in light of the review. Prior to this review, the board had last approved changes to our non-management director compensation program effective July 1, 2019, other than the implementation of a lead independent director fee in February 2021 in connection with the establishment of that position. FW Cook compared our practices to S&P 500 companies and to survey data covering director compensation practices at large companies. Following the competitive review, the compensation committee and the board agreed to the following changes, which are intended to maintain the program’s competitiveness: (1) a $10,000 increase in the annual equity retainer (from $170,000 to $180,000), and (2) a $5,000 increase to the additional retainer paid to the chair of each of the governance and corporate responsibility committees (from $15,000 to $20,000), to recognize the expanding roles of these committees. These changes were effective beginning January 1, 2022.

In addition to the compensation committee’s oversight, our stockholders have placed a limit on the cash and equity compensation that may be paid to a non-management director each year. Under the terms of the 2016 Stock Incentive Plan, an annual limit of $750,000 per calendar year applies to the sum of all cash, equity-based awards (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes), and other compensation granted to each non-management director for services as a member of the board, although the maximum number of shares subject to equity-based awards that may be granted during a single fiscal year may not exceed $500,000 of such annual limit.

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Board and Corporate Governance Matters

Cash Compensation

The chart below details the cash components of the compensation program for our non-management directors during 2021 and 2022:

In addition, each director is reimbursed for reasonable out-of-pocket expenses incurred in attending each board and committee meeting.

Non-management directors may elect to exchange all or a portion of their annual fee for an equivalent number of shares of our common stock on the payment date, based on the fair market value of our common stock on the date preceding the payment date. Non-management directors may also elect to defer all or a portion of their annual fee, and such deferred amounts will accrue interest at a rate equal to the prime commercial lending rate announced from time to time by JPMorgan Chase (compounded quarterly) and shall be paid out at such time or times as directed by the participant. See footnote (1) to the “Director Compensation Table” below for more information.

Mr. Adkerson does not receive any compensation for serving on our board, including in his capacity as chairman. The compensation he receives for his service as an executive officer is reflected in the “Summary Compensation Table.”

Equity-Based Compensation

Under the equity-based component of our program in place during 2021, our non-management directors received annual equity awards payable solely in RSUs, with the number of RSUs granted determined by dividing $170,000 by the closing sale price of our common stock on June 1st, the grant date, or the previous trading day if no sales occur on that date, and rounding down to the nearest hundred shares. The RSUs vest on the first anniversary of the grant date. Each RSU entitles the director to receive one share of our common stock upon vesting. Dividend equivalents are accrued on the RSUs on the same basis as dividends are paid on our common stock. The dividend equivalents are only paid upon vesting of the RSUs. On June 1, 2021, each non-management director serving on that date was granted 3,800 RSUs. In addition, in connection with their initial appointments to the board other than at our annual meeting, each of our six new directors appointed in 2021 received a pro rata equity grant. As discussed above, the annual equity retainer has been increased from $170,000 to $180,000 beginning in 2022.

Frozen and Terminated Retirement Plan

We previously adopted a retirement plan for non-management directors pursuant to which directors who had reached age 65 would be entitled to receive a retirement benefit based on the annual director fees. In April 2008, we froze the benefit under this plan for our then existing directors and terminated the plan for any future directors. Under the plan, as revised, an eligible current director is entitled to an annual benefit up to a maximum of $40,000, depending on the number of years the retiree served as a non-management director for us or our predecessors. As of December 31, 2021, of our current directors, only Mr. McCoy is eligible to participate in the retirement plan and will receive an annual benefit of $40,000 upon retirement from the board, which will be payable until his death.

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Board and Corporate Governance Matters

Director Compensation Table

The table below summarizes the total compensation paid to or earned by our non-management directors during 2021.

Director Compensation

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Executive Officer Compensation

	2				Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers
					The board unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.

The board is committed to excellence in governance and recognizes the interest our stockholders have in our executive compensation program. As part of that commitment and in accordance with Section 14A of the Exchange Act, our stockholders are being asked to approve an advisory resolution on the compensation of our named executive officers, as reported in this proxy statement.

This proposal, commonly known as the “say-on-pay” proposal, is advisory, which means that the vote on executive compensation is not binding on the company, the board, or the compensation committee of the board. Nonetheless, the board takes this vote and the opinions of our stockholders seriously and the compensation committee will evaluate the outcome of this vote in making future compensation decisions with respect to our named executive officers. The vote on this resolution is intended to address the company’s overall compensation of our named executive officers and our compensation philosophy and practices, as described in this proxy statement.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

RESOLVED, That the stockholders of Freeport-McMoRan Inc. approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed in the company’s proxy statement for our 2022 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures provided in such proxy statement.

In considering how to vote on this proposal, we urge you to review the relevant disclosures in this proxy statement, particularly “Compensation Discussion and Analysis” below, which contains detailed information about our executive compensation program, including changes implemented over the last several years.

We currently hold our “say-on-pay” advisory vote every year. Accordingly, the next “say-on-pay” vote will occur at our 2023 annual meeting of stockholders.

Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers

Approval of this proposal requires the affirmative vote of a majority of the common stock present in person or represented by proxy and entitled to vote thereon. See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information.

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Executive Officer Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our CEO, our president and former CFO, and our two other executive officers during 2021 (collectively referred to as our NEOs). For reference, see the “Glossary of CD&A Terms” on page 52 for an explanation of certain terms used throughout the CD&A.

For 2021, our NEOs were:

Richard C. Adkerson			Kathleen L. Quirk			Stephen T. Higgins			Douglas N. Currault II
	Chairman of the Board and Chief Executive Officer			President and Former Chief Financial Officer			Senior Vice President and Chief Administrative Officer			Senior Vice President and General Counsel

During 2021, we announced the expanded roles of certain members of our executive leadership team.

In May 2021, our board also designated two members of our senior leadership team – Steve Higgins and Douglas Currault – as executive officers of the company.

Freeport-McMoRan 2022 Proxy Statement     39

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Executive Summary

2021 Performance Highlights

Strong Execution / Favorable Markets

Copper Sales ~19% Higher (bns)	Unit Net Cash Costs* ~9% Lower ($ per lb)	Adjusted EBITDA* ~160% Higher ($ bns)	Operating Cash Flows ~156% Higher ($ bns)	Net Debt* ~$4.7 bn Lower ($ bns)

Financial

Operational

ESG

Financial

Operational

ESG

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2021 Executive Officer Target Compensation Structure
In February 2021, in connection with Mr. Adkerson’s appointment as chairman of the board and CEO, and Ms. Quirk’s appointment as president, in addition to her continuing CFO responsibilities at the time, the committee increased the target compensation of each and determined that a greater percentage of Mr. Adkerson’s target compensation should be allocated to performance-based compensation, as set forth in the table below. Messrs. Higgins and Currault, who were not designated as executive officers until May 2021, did not have a similar “target” compensation structure for 2021. Their individual awards are discussed later in this CD&A.

2021 Compensation Focused on Performance

Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is appropriately balanced between short- and long-term incentives. The primary components of our executive compensation program, which we collectively refer to as our executives’ “direct compensation,” are (1) base salary, (2) annual incentive awards and (3) long-term incentive awards. The annual incentive awards and long- term incentive awards, which provide variable, at-risk compensation, comprised 87% of our CEO’s target direct compensation, with 77% of his total target compensation being based on measurable performance objectives and/or increases in our stock price.

2021 CEO Target Compensation Mix

Equity	Cash

Compensation Governance and Best Practices
Our executive compensation program is designed and managed by the independent compensation committee of our board. Structuring a compensation program is a complex process that includes weighing various possible incentives and associated risks, assessing the competitive environment for executive talent, and understanding the views and perspectives of various constituencies. In addition to seeking input from stockholders as noted below, the committee also seeks input from its independent compensation consultant and strives to incorporate compensation “best practices” into our program design.

Freeport-McMoRan 2022 Proxy Statement     41

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Stockholder Engagement and Say-on-Pay
We have a long history of seeking our stockholders’ feedback regarding our practices, including our executive compensation program, and highly value the insights we receive through this open dialogue. Annually, we engage with our stockholders to ensure we understand their perspectives and expectations. Members of our board, including the chair of the committee, participate from time to time upon the request of certain stockholders.

During 2021, we sought meetings with stockholders representing 53% of our outstanding common stock, and engaged with stockholders representing 44% of our outstanding common stock. In these meetings, stockholders expressed overall satisfaction with our executive compensation program. The key compensation-related topic discussed during these engagements related to how we incorporate ESG in our executive compensation program. The committee considered our stockholders’ views in structuring our 2022 AIP ESG metrics. See “Changes to 2022 AIP Performance Metrics” on page 47 for more information.

See “Stakeholder Engagement” on page 8 for a full description of our comprehensive engagement efforts.

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Executive Officer Compensation

Executive Compensation Philosophy

The fundamental principles of our company’s executive compensation philosophy are to:

In order to achieve these goals, our committee believes that not only should a significant portion of the executive officers’ compensation be performance-based, but also that such compensation should correspond to the key measures driving future growth and used by our stockholders in assessing our company’s value.

Under our executive compensation program, the primary elements of the performance-based pay are: (a) awards under our AIP, which uses three categories of performance metrics: (1) financial, (2) operational, and (3) ESG, and (b) awards under our LTIP, which focus on our achievements with respect to ROI, a key financial metric, as well as relative TSR and stock price appreciation.

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Executive Officer Compensation

Principal Components of Executive Compensation

The principal components of our 2021 executive compensation program are summarized below:

2021 Executive Compensation Program
Compensation Component		Characteristics			2021 Actions / Results
Base Salary	●Fixed cash compensation ●Set at competitive levels and used to attract and retain talent				In connection with Mr. Adkerson’s appointment as chairman of the board and Ms. Quirk’s appointment as president, their salaries were increased in 2021, as discussed on page 45.
AIP	●Annual variable cash compensation based on pre-established performance metrics ●Formula-driven plan using the following metrics (weighted as indicated) to determine target and earned awards:				Based on level of achievement of the performance metrics, the AIP payout was 132.2% of target, as discussed on page 45.
		FINANCIAL
		●Consolidated adjusted EBITDA	●Capital expenditures
		OPERATIONAL
		●Copper sales ●Gold sales	●Consolidated unit net cash costs
		ESG
		●Safety - TRIR ●Sustainability
	●Annual cash awards capped at a multiple of base salary (target = 150% of base salary; maximum = 175% of target)
LTIP	PSUs				2019-2021 PSUs paid out at 221.2% of target, as discussed on page 48.
	●Payable in shares of stock after a three-year performance period, all of which are at risk based on performance measured by a combination of achievement of ROI goals during the performance period and our relative TSR ●PSU payout range is 0% to 225% of target depending on our achievement against the performance goals ●Represent the largest component of our LTIP awards (70% for our CEO and 50% for our president)
	RSUs
	●Vest ratably over a three-year period following date of grant and provide retentive elements and alignment with stockholder interests
	STOCK OPTIONS
	●Vest ratably over a three-year period following date of grant, and deliver value only to the extent that our stock price appreciates above the price on the grant date

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Executive Officer Compensation

Base Salaries

Prior to the base salary increases in connection with the senior leadership changes in February 2021, Mr. Adkerson’s and Ms. Quirk’s base salaries had not been increased since March 2017. In May 2020, in support of the company’s efforts to reduce costs and conserve cash during the period of uncertainty resulting from low copper prices and the economic downturn in connection with the COVID-19 pandemic, senior management recommended and the committee approved a temporary 25% reduction in the base salaries of Mr. Adkerson and Ms. Quirk effective May 1, 2020, through the remainder of 2020. On January 1, 2021, their prior base salaries were reinstated and subsequently increased effective March 1, 2021 in connection with Mr. Adkerson’s appointment as chairman of the board and CEO, and Ms. Quirk’s expanded leadership role and appointment as president, in addition to her continuing CFO responsibilities at the time.

Annual Incentive Program

Our AIP provides annual incentive opportunities for our executive officers. During 2021, only Mr. Adkerson and Ms. Quirk participated in the AIP, as they were our only two executive officers in February 2021 when the metrics and targets under the AIP were determined by the committee. Messrs. Higgins and Currault, who were designated executive officers in May 2021, participated in the PIAP for 2021, which is described below.

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Executive Officer Compensation

GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2021
For 2021, the committee established target performance goals under the AIP in three categories that it believes effectively measure the performance of the company, with each category accounting for a specific percentage of the target award. Within each category, the committee then chose specific metrics to measure performance.

Performance Category	Performance Metrics(*)	Threshold	Target	Maximum	Weighting	Weighted Payout as a % of Target	Link to Strategic Goals
Financial 37.5%	Consolidated Adjusted EBITDA(1) ($ in billions)					48.1%	Generate cash flows
	Capital Expenditures ($ in billions)					17.5%	Focus on capital discipline
Operational 37.5%	Copper Sales (billion pounds)					20.0%	Generate cash flows
	Gold Sales (million ounces)					10.3%
	Consolidated Unit Net Cash Costs ($/pound)					7.0%	Operate efficiently and controlling production costs
ESG 25%	Safety - TRIR					14.6%	Align with our highest priority – safety of our people
	Sustainability (Scorecard)(2)					14.7%	Align with key ESG commitments
		Formulaic Performance Result Total				132.2%

Sustainability Scorecard				For 2021, the committee evaluated the sustainability component of the AIP relative to a scorecard measuring performance on pre-established quantitative and qualitative goals linked to our key ESG priorities for the year. Elements of our scorecard (scored from 1.0 to 5.0) included:
				●Environmental performance (5%), with reference to environmental events and penalties (score – 5.0), tailings management, with reference to our progress towards implementation of the Global Industry Standard on Tailings Management (score – 4.5), and climate, with reference to our progress toward advancing our climate strategy in line with recommendations of the TCFD and toward our Americas’ 2030 GHG emissions reduction goal (score – 4.0); and ●Social responsibility (5%), with reference to progress in light of our inclusion and diversity goals (score – 4.0), performance with respect to our company-wide goal of incurring zero gross human rights violations at our operations caused by employees or contractors as reported in our Annual Report on Sustainability (score – 5.0), and investment in community programs (score – 3.0).

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Executive Officer Compensation

Changes to 2022 AIP Performance Metrics. In February 2022, the committee established target performance goals for 2022 in the same three categories and with the same weightings used in 2021. With respect to the ESG category, the safety TRIR metric remains a critical component of our design and continues to comprise 15% of the ESG category. For 2022, we modified the sustainability metrics to add the Copper Mark in place of the environmental events and communities metrics and we also enhanced the goals associated with each sustainability metric, to align with our ongoing key ESG commitments and priorities, and to incorporate investor feedback and expectations. The Copper Mark is a comprehensive assurance framework designed to demonstrate the copper industry’s responsible production practices. To achieve the Copper Mark, each site is required to complete an external assurance process to assess conformance with 32 ESG requirements.

PIAP AND RESULTS FOR 2021
The PIAP is our discretionary compensation program under which annual incentive awards are granted to senior management below the executive officer level. Under the PIAP, after the end of each calendar year a potential bonus pool is calculated, which is initially based on 1.25% of our operating cash flow (excluding working capital) for the year. Using this formula as a guide, along with other factors related to the business outcomes and accomplishments for the award year, the committee and executive management then determine an appropriate annual incentive award pool for participants. Individual annual incentive awards are then determined by executive management for participants based on multiple factors, including the participant’s level of responsibility, experience, and individual performance during the year, along with individual and company-wide highlights and challenges taken into consideration. Messrs. Higgins and Currault, who were not designated as executive officers until May 2021, participated in this program for 2021. After the committee’s review of the factors noted above, the committee approved 2021 annual incentive awards as follows: $850,000 for Mr. Higgins and $800,000 for Mr. Currault. Both Messrs. Higgins and Currault will participate in the AIP for 2022.

Long-Term Incentive Program

How our LTIP awards support our compensation philosophy and objectives
	Variable component of compensation intended to reward our executive officers for the company’s success in achieving sustained, long-term profitability and increases in stock value.
	PSUs granted in February 2021 are earned based on achievement of cumulative ROI goals and relative TSR compared to our peers over a three-year performance period. This design directly links our executives’ earnings to our performance and stockholders’ returns.
	RSUs strengthen focus on stock price performance and encourage executive ownership of our stock.
	Stock options align our executives’ interests with those of our stockholders, as the executive only receives value if our stock price increases from the date of grant.

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Executive Officer Compensation

2021 Highlights: LTIP

●	For 2021, each of Mr. Adkerson’s and Ms. Quirk’s total target LTIP grant date value (as described on page 41) was allocated as follows:

Mr. Adkerson	Ms. Quirk

●

For 2021, Messrs. Higgins and Currault received awards of RSUs and options under our long-term incentive program for senior management below the executive officer level. Under this program, the number of RSUs and options awarded is not based on a “target” award value, but instead is determined based on an officer’s level within the organization and individual performance.

PSUs are payable in shares of common stock after a three-year performance period and are entirely at risk based on performance measured against cumulative ROI goals set at the beginning of the performance period and a relative TSR modifier.

●	Cumulative ROI target for the 2021 PSUs is a range from 10% to 20%, with threshold goal equal to 6% and maximum goal equal to 30%, and corresponding payouts based on this metric ranging from 0% to 200% of the target award.
	●	In establishing the ROI target for 2021-2023, which the committee believes represented a rigorous target, the committee considered the most recent three-year ROI average of 12.13% and the most recent five-year ROI average of 11.04%, the weighted average cost of capital, which was approximately 10%, and ROI forecasts at the time of the PSU award.

●	The “TSR modifier” may increase or decrease the preliminary ROI payout by up to 25% of the target award based on our TSR over the performance period compared to the TSR of the eight-company performance peer group listed below.
	●	Overall range of payout of the PSUs is 0% to 225% of the target award depending on achievement of the performance goals.

Freeport TSR Rank		Impact on Preliminary Earned PSUs
1-3		+25%
4-6		No Change
7-9		-25%

RSUs vest ratably over a three-year period following date of grant.

Stock Options vest ratably over a three-year period following date of grant and have a ten-year term.

SETTLEMENT OF 2019-2021 PSU AWARD
In February 2022, the committee certified the results of the PSUs granted in 2019 to our executive officers. These PSUs had a three-year performance period ending December 31, 2021, with vesting and payout based on performance measured against cumulative ROI goals during the performance period and the company’s TSR compared to the TSR of our performance peer group (described below). Because our TSR ranked 1st relative to our peer group, the payout percentage was increased by 25%, resulting in the executive officers earning 221.2% of their target PSUs from 2019, as follows: