Freeport-McMoRan (FCX) DEF 14ADefinitive proxy

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Table of Contents

Letter to Stockholders		1
Notice of 2023 Annual Meeting of Stockholders		3
About Freeport-McMoRan		4
2022 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		26
Communications with the Board		29
Board Structure		30
2022 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
	Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers	39
Vote Required to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers		39
Compensation Discussion and Analysis		40
Executive Summary		41
Executive Compensation Philosophy		44

	Principal Components of Executive Compensation in 2022		45
	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		63
	Pay-Versus-Performance		64
	Stock Ownership		68
	Director and Executive Officer Stock Ownership Guidelines		68
	Hedging and Pledging Policies		68
	Stock Ownership of Directors and Executive Officers		68
	Stock Ownership of Certain Beneficial Owners		70
	Audit Committee Matters		71
		Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2023	71
	Vote Required to Ratify the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2023		71
	Audit Committee Report		72
	Appointment of Independent Registered Public Accounting Firm; Financial Statement Review		72
	Internal Audit		73
	Independent Registered Public Accounting Firm		73
	Questions and Answers About the Proxy Materials, Annual Meeting and Voting		75
	2024 Stockholder Proposals and Director Nominations		82
	Proposals for Inclusion in 2024 Proxy Statement		82
	Director Nominations for Inclusion in 2024 Proxy Statement – Proxy Access Nominations		82
	Other Proposals and Director Nominations		83
	Annex A – Non-GAAP Financial Measures		84
	Methodology Used to Calculate Certain AIP Metrics		84
	Methodology Used to Calculate Certain LTIP Metrics		84
	Other Non-GAAP Financial Measures		85
	Annex B – Calculation of Grant Date Fair Value of RSUs and PSUs		86

We include website addresses throughout this proxy statement for reference only. Our website is for informational purposes only and the contents of our website or information connected thereto are not a part of this proxy statement and are not deemed incorporated by reference into this proxy statement or any other public filing made with the U.S. Securities and Exchange Commission (SEC).

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Letter to Stockholders Dear Fellow Stockholders,		Freeport’s accomplishments in 2022 enhanced our position as a leading producer of copper.
On behalf of the Freeport-McMoRan (Freeport) board of directors in my role as lead independent director, I am pleased to share highlights of Freeport’s 2022 accomplishments. In 2022, Freeport achieved another year of solid operating and financial performance, with growth in production volumes, successful execution of our long-term projects at our PT Freeport Indonesia (PT-FI) operations, and a continuing drive for innovation, efficiencies and value in a challenging economic environment. Our board remains engaged with our highly experienced management team to pursue and generate long-term value responsibly and sustainably. Freeport’s accomplishments in 2022 enhanced our position as a leading producer of copper. We are strongly positioned to benefit from positive copper demand trends driven by growth in electrification and acceleration of decarbonization	globally. Our portfolio of assets and long-term strategy is centered on benefiting from “The Power of Copper” in the years ahead. Freeport has maintained impressive momentum across our sustainability strategy and environmental, social and governance (ESG) commitments and initiatives. We are proud to have achieved the Copper Mark at all 12 of our copper producing sites globally, including our most recent award at PT-FI in February 2023. Freeport has also been awarded the Molybdenum Mark at both of our primary molybdenum mines as well as at our four copper mines that produce by-product molybdenum, making us the first primary molybdenum miner to achieve this distinction. In September 2022, we published our updated Climate Report, which details the advancement of our climate strategy and our decarbonization progress. We have four 2030 greenhouse gas (GHG) emissions reduction targets covering nearly 100% of our Scope 1 and 2 emissions and we continue to advance work to reduce our GHG emissions, improve

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Letter to Stockholders

		The board is highly engaged and operates efficiently and effectively to guide management as it works to address near-term challenges while maintaining focus on our long-term business success.
our energy efficiency, and evaluate and integrate the use of lower-carbon and renewable energy sources into our energy supply. Following our multi-year board refreshment process, which led to the appointment of 6 new independent directors to the board since 2021, today, our board is comprised of 12 directors. This includes our newest director, and Freeport’s President, Kathleen Quirk. Our directors bring a wealth of experiences and perspectives, strong corporate governance credentials and skills across relevant industries, geographies and functions that collectively contribute to active independent oversight and partnership with our management team. The board is highly engaged and operates efficiently and	effectively to guide management as it works to address near-term challenges while maintaining focus on our long-term business success. I am proud to communicate with you as Lead Independent Director and I am equally proud of the relentless commitment of our global workforce to drive our strategy of being foremost in copper. On behalf of the board, thank you for your continued trust, support and investment in Freeport. Sincerely, DUSTAN E. MCCOY Lead Independent Director April 21, 2023

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Notice of 2023 Annual Meeting of Stockholders

DATE Tuesday, June 6, 2023

TIME 1:00 p.m. Eastern Time

LOCATION Virtual at www.meetnow.global/FCX2023

RECORD DATE April 10, 2023

Purpose of Meeting

Stockholders will also transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. Only stockholders of record as of the close of business on April 10, 2023, are entitled to participate (meaning vote and submit questions) 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/FCX2023. For information regarding how to join and participate in our virtual annual meeting (including how to vote and submit questions pertinent to the meeting), please see “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 75.

By Order of the Board of Directors.

MONIQUE A. CENAC
Assistant General Counsel and Corporate Secretary
April 21, 2023

How to Vote*

	INTERNET Go to envisionreports.com/FCX		PHONE Call toll-free 1-800-652-VOTE (8683) within the U.S., U.S. territories and Canada		MAIL Mark, sign, date, and return your proxy card in the postage-paid envelope
*    Beneficial owners of our common stock should follow any instructions provided by their bank, broker, trustee or other nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2023

This proxy statement and our 2022 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 has also achieved the Copper Mark, a comprehensive assurance framework designed to demonstrate the copper industry’s responsible production practices, at all 12 of its copper producing sites globally.

Freeport’s global workforce of over 74,000 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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About Freeport-McMoRan

2022 Performance Highlights Strong Execution Operational ■Growth in copper and gold sales driven largely by PT-FI underground operations ■Successfully sustaining large-scale, low-cost underground production at PT-FI ■Measurable progress on new leaching initiative in Americas ■Solid cash flow generation and capital and cost management in challenging environment ■Advanced Indonesia smelter construction projects ■Progressed options for future long-term organic growth ■Copper and molybdenum reserve additions exceeded 2022 production Financial ■Prioritized balance sheet as cornerstone of financial policy ■Implemented performance-based payout under financial policy ■Successful $3.0 billion PT-FI public bond offering to support smelter construction ■PT-FI achieved investment grade rating from Moody’s and Fitch rating agencies ■Significant open-market debt repurchases at attractive levels ESG ■Achieved the Copper Mark at all remaining copper producing sites ■Achieved the Molybdenum Mark at both primary molybdenum mines and at copper mines that produce by-product molybdenum ■Progressed climate strategy and water initiatives ■Continued to enhance ESG disclosures

Stockholder Returns $1.3 Billion Net debt at year-end 2022, excluding net debt associated with the Indonesia smelter projects* ~50% Free Cash Flow to Be Returned to stockholders under performance-based payout framework $0.60 Per Share in Common Stock Dividends Freeport paid $0.30 per share in base dividends and $0.30 per share in variable dividends in 2022 35.1 Million Shares Repurchased during 2022 in open market for a total cost of $1.35 billion $3.2 Billion Available under share repurchase program as of March 31, 2023 1.43 Billion Shares of common stock outstanding as of March 31, 2023

Strategic Objectives of Financial Policy

Maintain strong balance sheet

Provide 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 2022 performance, please review our 2022 annual report to stockholders (2022 annual report), which is being made available to stockholders together with these proxy materials on or about April 21, 2023.

AGE*			TENURE*			DIVERSITY

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Proxy Voting Roadmap

Our executive compensation program is significantly performance based – linking executive pay, company performance and results for stockholders – and is appropriately balanced with short- and long-term measures. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 89% of our chief executive officer’s (CEO) target direct compensation for 2022, with 72% of his total target compensation being based on measurable performance objectives.

2022 CEO Target Compensation Mix

Stockholders have the opportunity to vote, on a non-binding, advisory basis, as to their preference on how frequently we should seek future advisory votes on the compensation of our named executive officers in accordance with SEC rules. We are asking our stockholders to indicate, on a non-binding, advisory basis, whether they would prefer an advisory vote on the compensation of our named executive officers to occur every one, two or three years. The board believes that the advisory vote on the compensation of our named executive officers should continue to be held annually so that stockholders may continue to provide timely, direct input on our executive compensation program.

In February 2023, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2023. 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

Direct engagement with our stockholders is a critical pillar of our stakeholder engagement 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 2022 ESG STOCKHOLDER ENGAGEMENTS (*)		2022 ESG STOCKHOLDER ENGAGEMENT (*)
■Board composition and governance, including board oversight of ESG and incorporation of ESG metrics in executive compensation ■Climate strategy progress, including GHG emissions reduction targets and decarbonization initiatives ■Human rights and security, including progress on our human rights impact assessments ■Tailings management and risks ■Water management and risks ■Biodiversity program and risks ■Efforts to continually enhance ESG disclosures
(*)    Throughout the year, we also have extensive engagement with stockholders on various other matters

Other Stakeholder Engagement

In addition to our stockholder engagement, 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, including Indigenous Peoples, industry associations, governmental organizations and nongovernmental organizations (NGOs).

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ESG / Sustainability

Our sustainability strategy, Accelerate the Future, Responsibly, is underpinned by the recognition that our products are key contributors to global progress, including the acceleration of decarbonization 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 and business strategy, and we are committed to continuous improvement and to aligning our sustainability programs with leading practices.

Our sustainability strategy is supported by our ESG commitments, which, in alignment with our business objectives, seek to enhance responsible production practices at our sites around the world. Fundamental to this work is the health, safety and well-being of our workforce and host 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.

To learn more about our sustainability strategy and ESG initiatives and progress, stockholders are encouraged to review our 2022 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 available on our website at fcx.com/sustainability.

2022 Sustainability Highlights					Sustainability Program Aligns with International Best Practices VOLUNTARY MEMBERSHIPS AND COMMITMENTS SUSTAINABILITY REPORTING FRAMEWORKS
12 sites Awarded the Copper Mark, including 4 in 2022 and 1 in early 2023		6 sites Awarded the Molybdenum Mark, including 2 primary mines and 4 copper mines that produce by-product molybdenum
2030 GHG Emissions Reduction Targets Established for Atlantic Copper and primary molybdenum sites, now covering nearly 100% of our Scope 1 and 2 GHG emissions		Wildlife Habitat Council 15 sites certified gold by the Wildlife Habitat Council for our biodiversity programs
89% Total water use efficiency		99% Of our employees are from the countries where we operate
Human Rights Impact Assessments Completed for all 5 Arizona sites and initiated at PT-FI		$177M Invested in our communities
Global Tailings Standard Progressed implementation at applicable tailings storage facilities in the Americas

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ESG / Sustainability

The Copper Mark

One of the ways we demonstrate our responsible production performance is through the Copper Mark, a comprehensive assurance framework developed specifically for the copper industry. To achieve the Copper Mark, each site is required to complete an external assurance process to assess conformance with 32 ESG requirements. Awarded sites must be revalidated every three years. We have achieved the Copper Mark at all 12 of our copper producing sites globally, including most recently at PT-FI in February 2023. In addition, following the extension of the Copper Mark framework to molybdenum producers in 2022, our two primary molybdenum mines and our four copper mines that produce by-product molybdenum were awarded the Molybdenum Mark.

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 2022, we continued to advance our climate strategy, which is comprised of three pillars:

	REDUCTION			RESILIENCE			CONTRIBUTION
We strive to reduce, manage and mitigate our GHG emissions, where possible. We have four 2030 GHG emissions reduction targets, covering nearly 100% of our Scope 1 and 2 GHG emissions, which help us to manage relevant, climate-related risks and support the decarbonization of our business. Our decarbonization initiatives can be described by four primary levers: decarbonizing electricity supply, electrification of equipment, energy and asset efficiency, and process innovation.			We strive to enhance our resilience to climate change risks (both physical and transitional) for our current and future operations, our host communities and our stakeholders. This includes working to analyze and prepare for extreme weather events, water stress and other potential climate change impacts while also supporting our host communities and responding to anticipated market and regulatory demands.			We strive to be a positive contributor beyond our operational boundaries by responsibly producing the copper that will support the technologies needed to enable the energy transition. This includes collaborating with partners in our value chain, and industry associations, to identify climate-related solutions that will support the transition to a low-carbon economy and ultimately meet the goals of the Paris Agreement.

During 2022, we continued to advance GHG emissions reduction initiatives across our global operations, including making progress toward our 2050 net zero aspiration. We collaborated with new and existing energy partners to progress options to integrate additional renewable power for our Americas operations, and we conducted a preliminary scoping study to assess the viability of replacing PT-FI’s coal-fired power plant with a new combined-cycle gas turbine power plant to be fueled by liquified natural gas.In 2022, we announced two additional 2030 GHG emissions reduction targets (one for our Atlantic Copper smelter and refinery in Spain and one for our primary molybdenum sites), we advanced plans to submit our 2030 GHG emissions reduction targets to the Science Based Targets initiative for verification, and we continued to collaborate with equipment manufacturers and various industry associations with the aim of contributing to technological solutions that will help us achieve our climate objectives.For more information on our climate strategy, performance and progress, please see our updated Climate Report published in September 2022.

Human Capital

We believe our global workforce is the foundation of our success and a competitive advantage. 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 matters, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity.

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ESG / Sustainability

Additional information regarding our programs and activities related to our people, including our global workforce diversity data and our U.S. Equal Employment Opportunity Commission EEO-1 employment data for our U.S.-based employees, is available in our 2022 Annual Report on Sustainability.

Board Oversight of ESG

The corporate responsibility committee oversees the company’s environmental and social policies and implementation programs and related risks. The corporate responsibility committee reviews the effectiveness of the company’s strategies, programs and policy implementation with respect to health and safety, responsible production frameworks, climate, tailings management and stewardship, 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 2022, the corporate responsibility committee met four times.

Additionally, each of the audit, governance and compensation committees oversees key ESG matters. The audit committee oversees our global compliance program and corporate compliance procedures and our information technology and cybersecurity processes and procedures. Additionally, tax matters are included within the audit committee’s financial oversight responsibilities. The governance committee maintains our corporate governance guidelines and oversees our corporate governance practices and procedures. 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.

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 pre-determined ESG metrics aligned with our key ESG commitments and priorities. In 2022, 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 in 2022” for more information.

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Board and Corporate Governance Matters

1

Proposal No. 1: Election of Directors The board recommends that you vote FOR each of the director nominees listed below.

Upon the recommendation of the governance committee, the board has nominated 12 directors for election at our 2023 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
Natural resources, mining, commodities industry experience	Natural resources, mining, commodities or other extractives industry experience assists the board in understanding business considerations relevant to our global activities, including operational matters and requirements, strategic planning, key risks and competitive environment.
CEO experience	Directors with CEO experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on organizations, processes, strategic planning, risk and risk management, maintaining effective, sustainable and safe operations, and driving growth in order to achieve our strategic goals.
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 global operations.
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 related regulatory requirements and standards. We aim to have several directors who could qualify as audit committee financial experts (as defined by SEC rules).
ESG/sustainability	Experience advancing and implementing ESG and sustainability strategy and programs supports our responsible production commitments and risk management, including prioritizing the health, safety and well-being of our workforce and host communities where we operate, strengthening our environmental programs, including our commitment to reducing our GHG emissions and enhancing the climate resilience of our business operations, respecting human rights in all of our business practices, and attracting, developing and retaining employees, among other environmental and social priorities.
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.
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.
Public company board experience	Directors who serve or have served on the boards and board committees of public companies demonstrate a deep understanding of risk oversight, succession planning, corporate governance standards and best practices of public company boards and board committees.

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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

Natural resources, mining, commodities industry experience

CEO experience

International business/ global affairs

Accounting/ financial expertise

ESG/sustainability

Capital markets/ banking

Government/legal

Public company board experience

Demographics

Tenure (Years)*

2.0

16.5

1.7

2.0

1.3

9.3

1.4

1.7

16.1

0.2

3.5

9.3

Age (Years)*

67

76

68

67

65

68

60

55

73

59

63

61

Gender (Male/Female)

M

M

F

M

M

F

M

F

M

F

M

F

*      as of the record date, April 10, 2023

Race/Ethnicity

African American/Black (Not Hispanic or Latino)

●

Hispanic or Latino

●

White (Not Hispanic or Latino)

●

●

●

●

●

●

●

●

●

●

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Board and Corporate Governance Matters

Information About Director Nominees

Included below is certain information as of the record date, April 10, 2023, with respect to the director nominees, including information regarding key 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 2023 annual meeting of stockholders to serve as a director of the company.

David P. Abney INDEPENDENT Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. Director since 2021 Age 67 Freeport Committee Memberships ■Audit Committee ■Compensation Committee (Chair)

Current Public Company Directorships ■Northrop Grumman Corporation ■Target Corporation Former Public Company Directorships ■Johnson Controls International plc ■Macy’s Inc. ■United Parcel Service, Inc.

Richard C. Adkerson Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc. Director since 2006 Age 76

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Board and Corporate Governance Matters

Marcela E. Donadio INDEPENDENT Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP Director since 2021 Age 68 Freeport Committee Memberships ■Audit Committee ■Governance Committee

Current Public Company Directorships ■Marathon Oil Corporation (Lead Independent Director) ■Norfolk Southern Corporation ■NOV Inc.

Robert W. Dudley INDEPENDENT Retired Group Chief Executive of BP, p.l.c. Director since 2021 Age 67 Freeport Committee Memberships ■Governance Committee ■Corporate Responsibility Committee

Current Public Company Directorships ■LyondellBasell Industries N.V. Former Public Company Directorships ■BP, p.l.c.

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Board and Corporate Governance Matters

Hugh Grant INDEPENDENT Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company Director since 2021 Age 65 Freeport Committee Memberships ■Compensation Committee

Current Public Company Directorships ■Linde plc ■PPG Industries, Inc. (Lead Independent Director)

Lydia H. Kennard INDEPENDENT President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions Director since 2013 Age 68 Freeport Committee Memberships ■Corporate Responsibility Committee ■Governance Committee (Chair)

Current Public Company Directorships ■AECOM ■Prologis, Inc. ■Vulcan Materials Company Former Public Company Directorships ■Healthpeak Properties, Inc.

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Board and Corporate Governance Matters

Ryan M. Lance INDEPENDENT Chairman and Chief Executive Officer of ConocoPhillips Director since 2021 Age 60 Freeport Committee Memberships ■Corporate Responsibility Committee

Current Public Company Directorships ■ConocoPhillips

Sara Grootwassink Lewis INDEPENDENT Retired Chief Executive Officer of Lewis Corporate Advisors Director since 2021 Age 55 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.

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Board and Corporate Governance Matters

Dustan E. McCoy LEAD INDEPENDENT DIRECTOR Retired Chairman and Chief Executive Officer of Brunswick Corporation Director since 2007 Age 73 Freeport Committee Memberships ■Compensation Committee

Current Public Company Directorships ■Louisiana-Pacific Corporation (Lead Independent Director) ■YETI Holdings, Inc.

Kathleen L. Quirk  NEW President of Freeport-McMoRan Inc. Director since 2023 Age 59

Current Public Company Directorships ■Vulcan Materials Company

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Board and Corporate Governance Matters

John J. Stephens INDEPENDENT Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. Director since 2019 Age 63 Freeport Committee Memberships ■Audit Committee (Chair)

Current Public Company Directorships ■Solid Power, Inc. (Lead Independent Director)

Frances Fragos Townsend INDEPENDENT Senior Counsel and Former Executive Vice President for Corporate Affairs of Activision Blizzard, Inc. Director since 2013 Age 61 Freeport Committee Memberships ■Corporate Responsibility Committee (Chair)

Current Public Company Directorships ■Chubb Limited ■Leonardo DRS, Inc. (Lead Independent Director) Former Public Company Directorships ■Scientific Games Corporation ■SciPlay Corporation ■The Western Union Company

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Board and Corporate Governance Matters

Corporate Governance Highlights

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

Key Governance Practices

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Board and Corporate Governance Matters

Board Composition Our board currently consists of 12 members, 10 of whom the board has affirmatively determined are independent. Each of our current directors has been nominated to stand for election at our 2023 annual meeting. In the last five years, we have significantly refreshed our board, adding eight new directors to the board, seven of whom are independent, and successfully achieved our board refreshment objectives focused on thoughtfully enhancing the composition and size of the board, decreasing our average director tenure and age, increasing the gender, race and ethnic diversity of our board, and adding CEO experience, extractives industry experience, international experience, accounting and financial expertise and ESG/sustainability experience, including climate expertise. The addition of these new directors delivers on our multi-year refreshment strategy and our commitment to have a board with expansive and diverse experience, a deep understanding of the challenges and opportunities associated with our global business and a focus on value and sustainability for the benefit of all stakeholders.

BOARD REFRESHMENT in the past 5 years 8 new directors have joined our board 7 of whom are independent

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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Stockholder Recommendations and 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, including any self-identifying diversity characteristics, 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 directors for consideration at an annual meeting of stockholders and, under certain circumstances, to include their nominees in our proxy statement. For a description of the process for nominating directors in accordance with our by-laws and under the applicable rules and regulations of the SEC, see “2024 Stockholder Proposals and Director Nominations.”

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.

Annual Board and Committee Evaluations

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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 2022, we held six board meetings and 14 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. The governance committee monitors and evaluates the orientation and training needs of directors and makes recommendations to the board where appropriate.

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 (if applicable) and/or 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

While our management is responsible for the day-to-day management of risk, our board and its committees are actively engaged in overseeing our strategy and take 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 and its committees.

	Board of Directors Responsible for risk oversight at the company
	Board Committees Assist the board in fulfilling its oversight responsibilities with respect to certain areas of risk, with each committee regularly reporting on these matters to the full board.
	Audit Committee ■Reviews and discusses with management, our internal audit firm, and our independent registered public accounting firm, the company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company’s risk assessment and risk management policies. ■Oversees the effectiveness of the company’s internal control over financial reporting, and the company’s compliance with legal and regulatory requirements. ■Meets periodically with independent registered public accounting firm and internal audit firm in executive sessions. ■Discusses with the independent registered public accounting firm and internal audit firm the results of their processes to assess risk in the context of their respective audit engagements. ■Reviews and discusses at least annually with management the adequacy and effectiveness of the company’s information technology processes and procedures and the internal controls regarding information technology security and cybersecurity. See below for more information.	Compensation Committee ■Oversees the company’s assessment of whether its compensation policies and practices are likely to expose the company to material risks. ■Oversees, in consultation with management, the company’s compliance with regulations and New York Stock Exchange (NYSE) listing standards governing executive and director compensation. ■Oversees management of risks associated with the company’s human capital management, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity.
		Governance Committee ■Oversees management of risks associated with the company’s board leadership structure and corporate governance matters.
		Corporate Responsibility Committee ■Oversees management of risks associated with the company’s key environmental and social policies and implementation programs. See “ESG / Sustainability – Board Oversight of ESG” for more information.

Enterprise Risk Management

Our enterprise risk management (ERM) program provides the board with information about the company’s enterprise risk profile and allows the board to assess and monitor the risks over the short, medium and long term, both within and outside our operational boundaries. Enterprise level risks are identified and assessed through our ERM program, designed to provide cross-functional executive insight across the business to identify and monitor risks, opportunities and emerging trends that can impact our strategic business objectives.

Our ERM management committee is comprised of senior leaders with responsibility across operations and core business functions, and with a breadth of knowledge, influence and experience covering the risks the company faces. The ERM management committee reports to our president and periodically provides reports on, among other things, business strategy, geopolitical trends, markets, people, innovation and cybersecurity risks, to the audit committee, corporate responsibility committee and full board.

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The ERM management committee is responsible for providing input and oversight on our ERM program, which seeks to link our global operations and business functions to (1) identify enterprise risks and opportunities, (2) analyze and prioritize risks, (3) review risk control environments, including through internal audit, and determine additional management actions where warranted, and (4) monitor and report progress.

Management and Board Oversight of Cybersecurity

The audit committee oversees, among other things, our information technology and cybersecurity processes and procedures. The audit committee reviews and discusses with management, at least annually:

At least annually, the audit committee 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 to cybersecurity threats. During 2022, our Chief Information Officer and our Chief Information Security Officer reported on these matters at a meeting of the audit committee. In addition, our Director - Enterprise Risk Management reported on certain of these matters as part of an ERM presentation presented at a meeting of the audit committee. The audit committee periodically briefs the full board on these matters.

Freeport addresses cybersecurity risks and threats through a strategic program based on the National Institute of Standards and Technology (NIST) 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. The company has experienced, and expects to continue to experience, cyber threats and incidents, and the audit committee periodically receives reports on notable incidents. We maintain an updated information security policy and incident response plan. In 2022, we had no material cybersecurity incidents, and we did not incur material expenses from cybersecurity incidents.

Succession Planning for Senior Executives

The board is focused on ensuring that the company has emergency and long-term succession plans in place for the CEO and other 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.

Emergency Succession Plan

Long-Term Succession Plan

In 2022, all of the independent directors of the board met in executive session to review the company’s emergency and long-term succession plans for the CEO and other key senior executives.

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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 Abney and Mses. Donadio and Townsend attended our 2022 annual meeting of stockholders, which was held virtually.

Availability of Corporate Governance Documents

Audit Committee Charter		Compensation Committee Charter		Corporate Governance Guidelines		Corporate Responsibility Committee Charter

Director Independence Standards		Governance Committee Charter		Principles of Business Conduct

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

		Richard C. Adkerson Chairman of the Board and Chief Executive Officer				Dustan E. McCoy Lead Independent Director
	RESPONSIBILITIES OF CHAIRMAN OF THE BOARD(*) ■Presides at meetings of the board, and, unless another person is designated, meetings of stockholders ■Oversees the management, development and functioning of the board ■Plans and organizes the schedule of board meetings and establishes the agendas for board meetings				RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR ■Presides at meetings of the board at which the chairman is not present, including executive sessions of the independent directors, and serves as a liaison between the chairman and independent directors ■Authorized to call meetings of the independent directors and, if requested by significant stockholders, available for consultation and direct communication with such stockholders ■Approves information to be sent to the board and agendas and schedules for meetings of the board to ensure there is sufficient time for discussion

Mr. Adkerson has served as CEO since December 2003 and as chairman since February 2021, a position he was appointed to in connection with the planned retirement of our former independent 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. Mr. Adkerson is a recognized business leader in the mining industry. He 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 execution of our long-term projects in Indonesia, and advanced other key initiatives aligned with our business strategy.

Our board believes that independent board oversight is an essential component of strong corporate governance. Currently, 10 of our 12 directors are independent, and all members of our standing committees are independent. Under our corporate governance guidelines, when the chairman is not independent, the independent directors will appoint a lead independent director, who is appointed annually, upon recommendation of the governance committee. 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. The governance committee will periodically review the responsibilities of the lead independent director, as applicable, and make appropriate recommendations to the independent directors. Our board and governance committee review and evaluate 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 and management team and business conditions at the time, recognizing that the needs and opportunities of the company may change over time.

In February 2021, our independent directors named Mr. McCoy as our lead independent director. Mr. McCoy’s appointment as lead independent director, with clearly defined responsibilities, enhances the strong independent oversight function of the board. 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 has determined that Mr. McCoy continues to have the interest and ability to meet the time requirements of the position.

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In connection with the annual review of the board’s leadership structure, in February 2023, the governance committee concluded that the combined roles of CEO and chairman continue to be the optimal leadership structure for the company. 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 2024. Our board believes that its current 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 interests of the company and our stockholders at this time.

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
100% Independent Meetings in 2022: 4 2022 Meeting Attendance: 100% All Committee Members Are Audit Committee Financial Experts		John J. Stephens, Chair	David P. Abney	Marcela E. Donadio	Sara Grootwassink Lewis

PRIMARY RESPONSIBILITIES

Assists the board in its oversight responsibilities relating to:

See “Audit Committee Matters – Audit Committee Report” and “Board Oversight” above for additional information. Ms. Donadio joined the audit committee effective June 1, 2022, and Mr. McCoy served as a member of the audit committee until June 1, 2022.

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Compensation Committee
100% Independent Meetings in 2022: 4 2022 Meeting Attendance: 100%		David P. Abney, Chair	Hugh Grant	Dustan E. McCoy

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

See “Executive Officer Compensation – Compensation Committee Report” below for more information. Mr. Abney was appointed as chair of the compensation committee effective May 3, 2022, and Mr. Grant joined the compensation committee effective February 8, 2022. Ms. Townsend served as a member of the compensation committee until May 3, 2022.

In accordance with its processes and procedures for the consideration and determination of executive and director compensation, 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 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.

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Governance Committee
100% Independent Meetings in 2022: 2 2022 Meeting Attendance: 100%		Lydia H. Kennard, Chair	Marcela E. Donadio	Robert W. Dudley

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

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

Corporate Responsibility Committee
100% Independent Meetings in 2022: 4 2022 Meeting Attendance: 100%		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 key environmental and social policies and implementation programs and related risks, opportunities and related matters affecting the company’s business.

The company’s environmental and social programs and focus areas, many of which interrelate, include, among other things:

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

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2022 Board and Committee Meeting Attendance

attendance by directors at 6 board meetings and 14 committee meetings in 2022

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 and Ms. Quirk) have no material relationship with the company and are independent according to the 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 Mses. Donadio and Lewis qualifies as an “audit committee financial expert,” as such term is defined by SEC rules.

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, 2022, 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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Cash Compensation

The chart below details the cash components of the compensation program for our non-management directors during 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 and Ms. Quirk do not receive any compensation for serving on our board, including in Mr. Adkerson’s capacity as chairman. The compensation Mr. Adkerson and Ms. Quirk receive for their service as executive officers is reflected in the “Executive Officer Compensation – Executive Compensation Tables – Summary Compensation Table.”

Equity-Based Compensation

Under the equity-based component of our program in place during 2022, our non-management directors received annual equity awards payable solely in RSUs, with the number of RSUs granted determined by dividing $180,000 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, 2022, each non-management director serving on that date was granted 4,500 RSUs.

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, 2022, 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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Director Compensation Table

The table below summarizes the total compensation paid to or earned by our non-management directors during 2022.

Director Compensation

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2

Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers The board 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 of 1934, as amended (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 2023 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 annually. Accordingly, we expect the next say-on-pay vote will occur at our 2024 annual meeting of stockholders, unless we announce otherwise following the board’s consideration of the advisory vote provided in Proposal No. 3 of this proxy statement regarding the frequency of future advisory votes on executive compensation.

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

The approval of executive compensation is an advisory vote; however, our board and the compensation committee will consider the affirmative vote of a majority of the common stock present in person or represented by proxy and entitled to vote thereon as constituting approval of this proposal. See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information.

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3

Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers The board recommends that you vote for 1 YEAR for the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, as to their preference on how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. We refer to this vote as the “say-on-frequency” vote. Accordingly, we are asking our stockholders to indicate, on a non-binding, advisory basis, whether they would prefer an advisory vote on the compensation of our named executive officers to occur every one, two or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal.

The say-on-frequency vote is required to be offered to our stockholders at least once every six years. Our initial say-on-frequency vote occurred in 2011 and again in 2017. At both meetings, stockholders agreed with our board’s recommendation that advisory votes on executive compensation should occur annually.

Our board recommends that the advisory vote on the compensation of our named executive officers continue to be held annually so that stockholders may continue to provide timely, direct input on our executive compensation program. Our board also believes that an annual vote is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

Although the say-on-frequency vote is advisory and non-binding, our board and the compensation committee will carefully consider the outcome of the vote when making future decisions on the frequency of advisory votes on executive compensation.

We expect the next say-on-frequency vote will occur at our 2029 annual meeting of stockholders.

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

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the board. The approval of the frequency of future advisory votes on executive compensation is an advisory vote; however, our board and the compensation committee will consider the affirmative vote of a majority of the common stock present in person or represented by proxy and entitled to vote thereon as constituting approval of this proposal. Because this advisory vote has three possible frequency voting options, if none of the frequency options receive a majority, the option receiving the greatest number of votes will be considered the frequency recommended by our stockholders. See “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” for more information.

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Executive Officer Compensation

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, our chief financial officer (CFO), and our two other executive officers during 2022 (collectively referred to as our NEOs).

All references in the CD&A to the “committee” refer to the compensation committee. For definitions of certain other terms used throughout the CD&A, see the “Glossary of CD&A Terms” on page 52.

For 2022, our NEOs were:

Since early 2022, the roles of certain members of our executive leadership team changed.

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Executive Officer Compensation

Executive Summary

2022 Performance Highlights

Strong Execution

Copper Sales ~11% Higher (bn lbs)	Gold Sales ~34% Higher (mm ozs)	Increased Cash Returns to Stockholders ~275% Higher ($ bns)	Net Debt* Below $3 - $4 Bn Net Debt Target ($ bns)

	Financial			Operational			ESG
■Prioritized balance sheet as cornerstone of financial policy ■Implemented performance-based payout under financial policy ■Successful $3.0 billion PT-FI public bond offering to support smelter construction ■PT-FI achieved investment grade rating from Moody’s and Fitch rating agencies ■Significant open-market debt repurchases at attractive levels			■Growth in copper and gold sales driven largely by PT-FI underground operations ■Successfully sustaining large-scale, low-cost underground production at PT-FI ■Measurable progress on new leaching initiative in Americas ■Solid cash follow generation and capital and cost management in challenging environment ■Advanced Indonesia smelter construction projects ■Progressed options for future long-term organic growth ■Copper and molybdenum reserve additions exceeded 2022 production			■Achieved the Copper Mark at all remaining copper producing sites ■Achieved the Molybdenum Mark at both primary molybdenum mines and at copper mines that produce by-product molybdenum ■Progressed climate and water initiatives

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Executive Officer Compensation

2022 Executive Officer Target Compensation Structure

In February 2022, the committee increased the target performance-based incentive portions of the compensation packages for Mr. Adkerson and Ms. Quirk based on an evaluation of each individual’s roles and responsibilities, contributions to the continued success and growth of our business, and market data presented by its compensation consultant. The committee increased Mr. Adkerson’s target annual incentive award from 150% to 175% of his base salary, and increased his LTIP target grant date value by $1.05 million. The committee also increased Ms. Quirk’s total target direct compensation by $3 million, fully in the form of her target LTIP value, which is weighted 65% towards performance-based equity. In addition, the committee increased the base salaries of Messrs. Higgins and Currault in recognition of each individual’s roles and responsibilities and after considering market data presented by its compensation consultant.

In light of shifting market practices reflecting the decreased retentive and incentive value attributed to stock options among current and potential employees, and after consultation with our independent compensation consultant, in 2022, we discontinued the use of stock options as an equity incentive vehicle for all employees, including our NEOs.

2022 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. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 89% of our CEO’s target direct compensation for 2022, with 72% of his total target compensation being based on measurable performance objectives.

2022 CEO Target Compensation Mix

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Executive Officer Compensation

Compensation Governance and Best Practices
Our executive compensation program is designed and managed by an 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.

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Executive Officer Compensation

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 2022, we sought meetings with stockholders representing over 55% of our outstanding common stock and engaged with stockholders representing 32% 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.

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

Stockholder vote in support of our say-on-pay proposal

Executive Compensation Philosophy

Our committee believes that a significant portion of the executive officers’ compensation should be performance based and 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) AIP awards, which use three categories of performance metrics: (1) financial, (2) operational, and (3) ESG, and (b) LTIP awards, which focus on the company’s 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 in 2022

COMPENSATION COMPONENT		CHARACTERISTICS			2022 ACTIONS / RESULTS
Base Salary	■Fixed cash compensation ■Set at competitive levels and used to attract and retain talent				During 2022, Messrs. Higgins and Currault received base salary increases of 5% and 6%, respectively.
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 98.2% of target, as discussed on page 46.
		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 awards vary by NEO ranging from 125% to 175% of base salary; maximum for all - 175% of target)
LTIP	PSUs				2020-2022 PSUs paid out at 225% of target, as discussed on page 49.
	■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 ROI 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 for our CEO (75%) and president (65%), and half for our other NEOs
	RSUs
	■Vest ratably over a three-year period following date of grant and provide retentive elements and alignment with stockholder interests

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Executive Officer Compensation

Base Salaries

During 2022, Mr. Adkerson’s and Ms. Quirk’s base salaries remained at their 2021 levels. The committee approved increases to the base salaries of Messrs. Higgins and Currault in recognition of each individual’s roles and responsibilities and after considering market data presented by its compensation consultant. As noted above, Ms. Robertson joined us in March 2022.

Annual Incentive Program

Our AIP provides annual incentive opportunities for our executive officers. During 2022, all five of our NEOs participated in the AIP.

GENERAL STRUCTURE OF THE AIP AND RESULTS FOR 2022

The goal setting process is structured so that our AIP provides significant motivation to achieve our targeted results in current market conditions as communicated to our stockholders and the market. For our 2022 AIP, in February 2022 the committee established:

In setting annual target goals under each metric, the committee considers the company’s disclosed financial and operating outlook for the ensuing year as well as market conditions to ensure targets are rigorous in the context of our strategic priorities for the year. Mining is inherently a long-term business and depending on where we are in the mining cycle for each operation and depending on current market conditions, certain of the target goals may be lower or higher than prior years’ targets.

The target annual incentive award for each NEO is expressed as a percentage of base salary (Mr. Adkerson – 175%; Ms. Quirk and Messrs. Higgins and Currault – 150%; and Ms. Robertson – 125%) and payments can range from 50% of target for threshold performance to 175% of target for maximum performance. Based on the company’s performance relative to the pre-established goals as set forth below, the executives earned a payout equal to 98.2% of the target award for 2022.

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Executive Officer Compensation

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)

22.4%

Generate cash flows

Capital Expenditures ($ in billions)

15.0%

Focus on capital discipline

Operational 37.5%

Copper Sales (billion pounds)

18.3%

Generate cash flows

Gold Sales (million ounces)

13.1%

Consolidated Unit Net Cash Costs ($/pound)

6.3%

Operate efficiently and control production costs

ESG 25%

Safety - TRIR

8.8%

Aligns with our highest priority – the safety of our people

Sustainability (Scorecard)(2)

14.3%

Aligns with key ESG commitments

Formulaic Performance Result Total

98.2%