Meeting Date: April 24, 2018

Pay is up by nearly three million for FMC CEO Pierre Brondeau to $13,011,873, and the ratio of median worker pay to CEO is 258:1. The company has faced repeated low support on pay over the past number of years but continues to engage in compensation practices that earn disfavor. This year ISS is recommending against because, as the company put it, “ISS claims FMC lowered its short-term incentive targets from 2016 to 2017.”

FMC’s Compensation Committee chose to remove $193 million EBIT from original 2017 targets. They did this because “of the removal of the Health and Nutrition business from FMC ownership in 2017.” In a special filing with the SEC the company states that they “dealt with this in substantially the same way they “historically dealt with acquisitions and divestitures during any given year.”

As the company notes, a component of the increase year-over-year is due to the fact that performance shares are valued when granted but cash awards are valued at the end of their three year term, and the company has changed from one to the other. The company notes that, “If the cash component payouts were excluded for each year to show the true targeted compensation, the 2017 CEO compensation actually decreased from 2016.” IF is the key word here, and every culture has a variation of “if wishes were horses, beggars could ride.” Either way that package is still substantial, and complex.

In 2016, only 46.6 percent of shareholders supported the pay vote, based in part on a large one-time equity award.  FMC noted in the proxy statement published in 2017 that, “The Committee now recognizes that rationale [for a one-time equity award] and decision-making process were not fully articulated in our 2016 CD&A.” The company did institute some changes, but they did not substantially effect Total Disclosed Compensation (TDC). The CEO’s TDC declined from $11 million to $10 million, but remained nearly double what it had been in in 2014. Only 62.2% of shareholders voted to approve the package.

In its documents the company references many times meetings with shareholders who they believe are supportive of their pay practices. The votes tell another story.

Rosanna Weaver