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

SCHEDULE 14A

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

☑ Filed by the Registrant ☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Freeport-McMoran Inc.

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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

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

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

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

Cautionary Statement Regarding Forward-Looking Statements  

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

Letter to Stockholders

Dear Fellow Stockholders,

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

Freeport-McMoRan 2022 Proxy Statement 1

Letter to Stockholders

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

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Notice of 2022 Annual Meeting of Stockholders

DATE
Thursday,
June 9, 2022 TIME
1:00 p.m.
Eastern Time LOCATION
Virtual at
www.meetnow.global/FCX2022 RECORD DATE
April 12, 2022

Purpose

		Board Recommendation	Page Reference
1	Elect eleven directors	FOR	12
2	Approve, on an advisory basis, the compensation of our named executive officers	FOR	38
3	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022	FOR	63

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

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

By Order of the Board of Directors.

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

How to Vote

INTERNET
Go to envisionreports.com/FCX PHONE
Call toll-free 1-800-652-VOTE (8683) within the U.S. or U.S. territories and Canada MAIL
Sign, date, detach and return a proxy card in the postage-paid envelope provided

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

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

Freeport-McMoRan 2022 Proxy Statement 3

About Freeport-McMoRan

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

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

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

Geographically Diverse Portfolio

GLOBAL INDUSTRY LEADER	TRUSTED OPERATOR	WORLD-CLASS DEVELOPER	BLOCK CAVE LEADER	RESPONSIBLE PRODUCER
One of the world’s largest publicly traded copper producers; seasoned and value-driven global team; ~25 year reserve life with substantial additional resources.	Strong reputation and franchise in four countries; synergistic operation of all assets.	Industry-leading track record for major project execution in complex jurisdictions.	Industry-leading technical capabilities; decades of block caving experience.	Long-standing commitment to all of our stakeholders, including our employees, communities, host countries, customers and suppliers.

4 – www.fcx.com  

 About Freeport-McMoRan    

2021 Performance Highlights Strong Execution / Favorable Markets *See Cautionary Statement Financial ●Strong financial results and substantial cash flow generation ●Achieved net debt target; reduction of $19 billion of net debt since year-end 2015 ●Commenced implementation of performance-based payout framework ●Credit ratings upgraded to Investment Grade by Moody’s and Fitch Operational ●Successful ramp-up of Grasberg underground mines was a major strategic accomplishment ●Effective COVID-19 management protected workforce and enabled continued operations ●Effective supply chain management in challenging environment with minimal impact ●Significant year-over-year sales volume growth in copper (+19%) and gold (+59%) ●Advanced organic growth initiatives ESG ●Advanced climate strategy, including announcement of net zero 2050 aspiration and adoption of GHG emissions intensity reduction for our PT-FI operations ●Awarded the Copper Mark for responsible production practices at 9 sites to date (including 4 in 2021 and 2 in early 2022) ●Strengthened board with six new independent directors Stockholder Returns +61% Total Stockholder Return
Outperformed eight-member peer group average of 19% during 2021 Up to 50% Free Cash Flow to Be Returned
To stockholders under performance-based payout framework $0.60 Per Share in Dividends
Includes $0.30 per share annual base dividend and $0.30 per share variable dividend for 2022 $3.0 Billion Share Repurchase Program
Board approved in November 2021 25 Million Shares
Repurchased as of March 31, 2022, in open market for a total cost of $1,028.9 million $8.1 Billion Consolidated Cash
At year end 2021

Strategic Objectives of New Financial Policy

Maintain strong balance sheet Increase cash returns to stockholders Advance organic growth opportunities

  Freeport-McMoRan 2022 Proxy Statement – 5

Proxy Voting Roadmap

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

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

AGE*	TENURE*	DIVERSITY

* as of the record date, April 12, 2022

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 Proxy Voting Roadmap    

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

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. The annual incentive awards and long-term incentive awards, which provide variable, at-risk compensation, comprised 87% of our chief executive officer’s (CEO) target direct compensation, with 77% of his total target compensation being based on measurable performance objectives and/or increases in our stock price.

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

2021 CEO Target Compensation Mix

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

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

  Freeport-McMoRan 2022 Proxy Statement – 7

Stakeholder Engagement

Stockholder Engagement

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

KEY TOPICS DISCUSSED IN 2021 ESG STOCKHOLDER ENGAGEMENTS (*)

2021 ESG STOCKHOLDER ENGAGEMENT (*)

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

We received positive feedback from our 2021 ESG stockholder engagements regarding our extensive board refreshment, particularly the caliber and diversity of our board.

Other Stakeholder Engagement

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

GOALS OF STAKEHOLDER ENGAGEMENT ●Foster mutual understanding, trust and cooperation with a broad range of stakeholders ●Understand changing expectations of stakeholders through ongoing, constructive and proactive engagement ●Incorporate feedback from engagements into boardroom and management decision-making ●Solicit ongoing feedback regarding our governance framework and compensation practices ●Share information about our strategy and our governance and compensation practices and performance ●Inform our actions to reduce ESG-related risks and continue to deliver positive contributions to society ADDITIONAL STAKEHOLDER
ENGAGEMENTS IN 2021 ●Proxy advisory firms ●ESG analyst and ratings firms ●Downstream customers ●NGOs ●Governmental institutions and agencies ●Financial institutions ●Industry groups ●Civil society organizations ●Local and regional community stakeholders ●Development institutions

Participants in our various stakeholder engagements throughout the year typically include senior management, including our CEO and our president, and members from our investor relations, corporate secretary and ESG teams.

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ESG / Sustainability

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

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

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

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

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

Freeport-McMoRan 2022 Proxy Statement 9

ESG / Sustainability

Climate Strategy

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

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

Human Capital

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

● Our highest priority is the health, safety and well-being of our employees and contractors. We also instill health and safety processes for our suppliers and the communities where we operate. We believe that health and safety considerations are integral to, and fundamental for, all other functions in our organization, and we understand that the health and safety of our workforce is critical to our operational efficiency and long-term success. Our global health and safety strategy, “Safe Production Matters,” is focused on fatality prevention and continuous improvement through the use of robust management systems, empowering safe work behaviors and strengthening our safety culture.

● We focus on attracting and retaining talented people by offering quality employment with competitive compensation and benefits as well as opportunities for professional development and growth. Strategic talent reviews and succession planning occur regularly and across all business areas. To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to promote strong and experienced management talent. We leverage both formal and informal programs to identify, foster and retain top talent at both the corporate and operations levels.

● We are committed to fostering a culture that is respectful, inclusive and representative of the communities where we operate. Hiring locally is a commitment we make to the communities surrounding our operations and to our host countries. Most people employed at our operations are host country nationals. We retain expatriate expertise for managerial and technical roles only when it is not available in local communities.

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ESG / Sustainability

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

Board Oversight of ESG

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

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

2021 KEY ESG TOPICS
In 2021, the board and its committees engaged on several key ESG topics, including receiving presentations and having active dialogue with management around our initiatives and performance and providing guidance where appropriate.
Board Meetings	Corporate Responsibility Committee Meetings
✓Workforce safety and health ✓Climate strategy and related industry initiatives ✓Supply chain resiliency update ✓Workforce technology and innovation initiatives	✓Workforce safety and health ✓Climate strategy, including new emissions reduction target for PT-FI and results of global climate scenario analysis ✓Human rights program, including human rights impact assessment progress in Chile and Arizona and annual adoption of UK Modern Slavery Act Statement ✓Tailings management, including progress implementing the Global Industry Standard on Tailings Management in Americas, PT-FI’s human health assessment, and adoption of a standalone tailings management policy ✓Social investments and charitable contribution ✓ESG shareholder engagement feedback ✓Political spending review ✓Adoption of updated environmental policy ✓Responsible minerals sourcing update ✓Enterprise Risk Management program update
Compensation Committee Meetings
✓Workforce recruitment, retention and development update ✓Pay equity review and inclusion and diversity priorities

ESG and Annual Executive Compensation

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

Freeport-McMoRan 2022 Proxy Statement 11

Board and Corporate Governance Matters

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

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

Vote Required to Elect Director Nominees

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

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

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

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Board and Corporate Governance Matters

Board Qualifications, Attributes, Skills and Experience

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

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

Freeport-McMoRan 2022 Proxy Statement 13

Board and Corporate Governance Matters

Director Skills and Demographics Matrix

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

Experience, Qualifications, Attributes and Skills

CEO experience

✓

✓

✓

✓

✓

✓

✓

Accounting/ financial expertise

✓

✓

✓

✓

✓

✓

Public company board experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Operational management

✓

✓

✓

✓

✓

✓

✓

✓

✓

International business/ global affairs

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Natural resources, mining, metals industry experience

✓

✓

✓

✓

✓

Capital markets/banking

✓

✓

✓

✓

✓

✓

✓

✓

ESG/sustainability

✓

✓

✓

✓

✓

✓

✓

✓

Government/legal

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Demographics
Tenure (Years)*	1.0	15.5	0.7	1.0	0.3	8.3	0.4	0.7	15.1	2.5	8.3
Age (Years)*	66	75	67	66	64	67	59	54	72	62	60
Gender (Male/Female)	M	M	F	M	M	F	M	F	M	M	F
Race/Ethnicity
African American/Black (Not Hispanic or Latino)						●
Hispanic or Latino			●
White (Not Hispanic or Latino)	●	●		●	●		●	●	●	●	●

* as of the record date, April 12, 2022

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Board and Corporate Governance Matters

Information About Director Nominees

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

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

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

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Board and Corporate Governance Matters

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

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

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Board and Corporate Governance Matters

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

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

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Board and Corporate Governance Matters

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

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

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Board and Corporate Governance Matters

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

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

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Board and Corporate Governance Matters

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

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Board and Corporate Governance Matters

Corporate Governance Highlights

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

BOARD STRUCTURE AND GOVERNANCE	ESG / SUSTAINABILITY
● Active board oversight of risk ● Lead independent director with clearly defined responsibilities ● Highly independent and diverse board and fully independent committees ● Demonstrated board refreshment and diversity ● Board diversity policy ● Limitations on public company board and committee service, including a limitation on audit committee service for members of our audit committee ● Director commitment policy ● Annual board and committee performance evaluations ● Regular executive sessions	● Formal climate strategy and 2030 GHG emissions intensity reduction targets for the Americas and PT-FI ● Long-standing commitment to sustainable and responsible production practices across key ESG focus areas ● Committed to report ESG disclosures in alignment with the TCFD framework and the Value Reporting Foundation’s SASB Standards ● Extensive long-standing tailings management program, including formalized a standalone tailings management policy and commitment to implement the Global Industry Standard on Tailings Management
STOCKHOLDER RIGHTS AND ENGAGEMENT	STOCK OWNERSHIP
● Stockholder proxy access ● Majority voting for directors ● Stockholder right to call special meetings (15%) ● Stockholder right to act by written consent ● Robust stockholder engagement program with history of responsiveness to stockholders	● Stock ownership guidelines of 5x annual fee (currently $125,000) for non-management directors ● Stock ownership guidelines of 6x base salary for our CEO and our president ● Stock ownership guidelines of 3x base salary for our other executive officers

Key Governance Practices

1	Board Composition and Refreshment Board composition and refreshment, director recruitment and nomination process, board diversity policy, board and committee evaluations, beyond the boardroom, limits on board and committee service and director commitment policy	PAGE 22
2	Board Oversight Areas of board oversight of strategy and risk, including board and committee roles, management and oversight of cybersecurity and succession planning for senior executives	PAGE 27
3	Communications with the Board Stockholder nomination process, communications with board and availability of corporate governance documents	PAGE 29
4	Board Structure Leadership structure, board committees, board and committee meeting attendance, board independence and related party transactions	PAGE 31

Corporate Governance Guidelines; Principles of Business Conduct

We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, strengthens board and management accountability and engenders public trust in our company. Our corporate governance guidelines, along with the charters of our principal board committees, provide the framework for the governance of our company and reflect the board’s commitment to monitor the effectiveness of policy and decision-making at both the board and management levels.

We are committed to the highest level of ethical and legal conduct in all of our business operations. Our principles of business conduct highlight the core values on which our company has built its reputation – safety, respect, integrity, excellence and commitment. Our principles of business conduct provide guidance for the application of these values to our business and define the expected behavior of all of our employees and our board. Amendments to or waivers of our principles of business conduct granted to any of our directors or executive officers will be published promptly on our website. Information on our website is not and should not be considered a part of this proxy statement.

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Board and Corporate Governance Matters

1 Board Composition and Refreshment

Board Composition

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

Recent Board Refreshment

With the addition of six new directors in 2021, including four of whom are newly up for election at our 2022 annual meeting, we successfully achieved our board refreshment objectives focused on thoughtfully enhancing the composition and size of the board. In 2019, our governance committee initiated a robust director search process following certain unexpected decreases in our board size and in response to feedback obtained during our annual board evaluation process. To facilitate this process, the governance committee engaged an independent global search firm to assist with identifying, evaluating and recruiting a diverse pool of potential director candidates. This search process resulted in the appointment of seven new independent directors to the board since 2019: John J. Stephens in October 2019, David P. Abney and Robert W. Dudley in April 2021, Marcela E. Donadio and Sara Grootwassink Lewis in August 2021, Ryan M. Lance in November 2021 and Hugh Grant in December 2021. With these appointments, we successfully added to our board additional executive 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.

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

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

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Board and Corporate Governance Matters

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.

1
Assess Annual Evaluation of Board Composition
●The governance committee annually reviews the composition and size of our board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets and experience to position the company for long-term success.   ●Among other factors, the governance committee considers our company’s strategy and needs; our directors’ experiences, diversity, tenure and age; and the qualifications, attributes, skills and experience our board deems relevant to developing criteria for potential candidates.

2
Identify Identify Potential Director Candidates
●If the governance committee determines that there is a need for new candidates, individuals may be identified through a variety of methods, including by our directors, management, stockholders and/or an independent search firm. Each candidate brought to the attention of the governance committee, regardless of who recommended such candidate, will be equally considered.   ●Based on the factors and criteria developed in the assessment phase, the governance committee may engage an independent search firm to assist in identifying a potential pool of candidates.

3
Evaluate Review Candidate Pool
●The governance committee and the full board review the potential pool of candidates.   ●In evaluating the suitability of potential director nominees, the governance committee considers personal and professional integrity, general understanding of our industry, educational and professional background, independence, diversity, corporate finance and other matters relevant to the successful management of a large publicly traded company in today’s business environment, the ability and willingness to work cooperatively with other members of the board and with senior management and to devote adequate time to duties of the board.   ●The governance committee also evaluates each potential director nominee in the context of the board as a whole, with the objective of recommending nominees who can best advance the long-term success of the business, be effective directors in conjunction with the full board and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas.
In-Depth Candidate Review
●Potential director nominees interview with each of the chairman of the board, the lead independent director and the chair of the governance committee, as well as our president.   ●Due diligence is performed, including background and conflicts checks, review of director commitment levels, references and feedback from other directors and the independent search firm.

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Board and Corporate Governance Matters

4
Recommend Governance Committee Recommendation to the Board
●The governance committee reviews a candidate’s independence and all due diligence results and recommends potential directors to the board for approval.   ●The governance committee and the full board will consider 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.

5
Appoint Board Appointment
●The board of directors reviews the recommendation of the governance committee and approves the candidate’s appointment to the board.

6
Onboard New Director Orientation
●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.

7
Vote Stockholders Vote
●Stockholders vote on director nominees at our annual meeting.

Board Diversity Policy

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

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Board and Corporate Governance Matters

Board and Committee Evaluation Process

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

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

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Board and Corporate Governance Matters

Beyond the Boardroom

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

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

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Board and Corporate Governance Matters

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:

Director Category	Limit on public company board and committee service, including Freeport
All directors	4 boards
Directors who serve on our audit committee	3 audit committees

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

2 Board Oversight

Board’s Role in Oversight of Strategy and Risk Management

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

● The board oversees the strategic direction of the company, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals.

● The board as a whole is responsible for risk oversight at the company, with reviews of certain areas being conducted by the relevant board committees that regularly report to the full board.

● In its risk oversight role, the board reviews, evaluates and discusses with appropriate members of management whether the risk management processes designed and implemented by management are adequate in identifying, assessing, managing and mitigating material risks facing the company, including financial, international, operational, social and environmental risks.

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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Board and Corporate Governance Matters

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

	Board of Directors Responsible for risk oversight at the company

Board Committees Assist the board in fulfilling its oversight responsibilities with respect to certain areas of risk. Each committee regularly reports 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 periodically the adequacy and effectiveness of the company’s information technology security policies 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 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 environmental and social policies and implementation programs. See “ESG / Sustainability – Board Oversight of ESG” for more information.

Management and Board Oversight of Cybersecurity

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

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

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Succession Planning for Senior Executives

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

EMERGENCY SUCCESSION PLAN

● In the event of an unexpected executive departure, the emergency succession plan allows for smooth transfer of responsibilities to an individual who may or may not be permanently appointed to the new role.

● In the event of a senior executive’s departure, both internal and external candidates may be considered for permanent appointment to such role.

LONG-TERM SUCCESSION PLAN

● The long-term succession plan is intended to develop a pipeline of qualified talent for key roles.

● The planning process includes a discussion of internal succession candidates, assessment of relevant skills and planning for professional development where necessary. Multiple internal succession candidates may be identified for an individual role and provided with relevant growth opportunities. The board gains insight through direct exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and participation in board activities.

● The company’s short- and long-term business strategy will be considered when evaluating internal succession candidates and their skills.

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

3 Communications with the Board

Director Candidates Submitted by Stockholders

Non-Proxy Access Nominations

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

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

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Board and Corporate Governance Matters

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

Proxy Access Nominations

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

A stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for the three years prior to the date of submission of a notice nominating a candidate for director and continuing up to the date of the annual meeting Can nominate and include in the company’s proxy materials stockholder nominees for election to the board constituting the greater of (a) two stockholder nominees or (b) 20% of the total number of directors in office as of the last day nominations of stockholder nominees may be submitted, rounded down to the nearest whole number, provided that the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our by-laws

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

Communications with the Board

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

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

Availability of Corporate Governance Documents

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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4 Board Structure

Board Leadership Structure

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

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

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

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

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

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

RESPONSIBILITIES OF CHAIRMAN OF THE BOARD(*)

RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR

●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

●Presides at meetings of the board at which the executive 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 sent to the board and agendas and schedules for meetings of the board to ensure there is sufficient time for discussion

(*) At all times during which the chairman of the board is an executive chairman, these responsibilities will be carried out with the input and concurrence of the lead independent director.

Freeport-McMoRan 2022 Proxy Statement 31

Board and Corporate Governance Matters

Board Committees

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

Audit Committee MEETINGS IN 2021: 4

Current Committee Members (100% Independent)

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

PRIMARY RESPONSIBILITIES

Assists the board in its oversight responsibilities relating to:

● the effectiveness of the company’s internal control over financial reporting

● the integrity of the company’s financial statements

● the company’s compliance with legal and regulatory requirements

● the qualifications and independence of the company’s independent registered public accounting firm

● the performance of the company’s independent registered public accounting firm and internal audit firm

● the adequacy and effectiveness of the company’s information technology and cybersecurity programs and related internal controls

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

= Audit Committee Financial Expert

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

Current Committee Members (100% Independent)

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

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

● discharging the board’s responsibilities relating to compensation of the company’s executive officers

● overseeing the form and amount of director compensation

● administering the company’s cash-based and equity-based incentive compensation plans

● overseeing the company’s human capital management policies, programs, practices and strategies, including those relating to workforce recruitment, retention and development, pay equity and inclusion and diversity

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

Compensation Committee Procedures

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

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Board and Corporate Governance Matters

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

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

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

Current Committee Members (100% Independent)

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

PRIMARY RESPONSIBILITIES

Assists the board in fulfilling its oversight responsibilities by:

● identifying and formally considering and recommending to the board, candidates to be nominated for election or re-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships

● monitoring the composition of the board and its committees and making formal recommendations to the board on membership of the committees and committee structure

● maintaining the corporate governance guidelines and overseeing the company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the board for approval any changes to the documents, policies and procedures in the company’s corporate governance framework

● reviewing and, as necessary, making recommendations to the board with respect to stockholder proposals

● evaluating the effectiveness of the board, its committees and management

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

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

Current Committee Members (100% Independent)

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

PRIMARY RESPONSIBILITIES

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

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

●safety and health ●responsible production frameworks ●tailings management and stewardship ●climate change ●water stewardship ●biodiversity and land management ●waste management ●human rights ●stakeholder relations, social performance and Indigenous Peoples ●responsible sourcing ●political activity and spending practices

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

Freeport-McMoRan 2022 Proxy Statement 33

Board and Corporate Governance Matters

2021 Board and Committee Meeting Attendance

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

Board Independence and Related Person Transactions

Board and Committee Independence; Audit Committee Financial Experts

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

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

Certain Transactions

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

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Director Compensation

Director Compensation Philosophy

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

Compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of work and responsibilities.	A significant portion of the total compensation should be paid in common stock to align directors’ interests with the long-term interests of our stockholders.
Compensation should be in line with market practice to facilitate the attraction and retention of talented and diverse directors.	The structure of the compensation program should be simple and transparent.

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.

Freeport-McMoRan 2022 Proxy Statement 35

Board and Corporate Governance Matters

Cash Compensation

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

	2021 Annual Retainer		2022 Annual Retainer
Board Member	$	125,000	$	125,000
Additional Leadership Retainers:
Lead Independent Director		50,000		50,000
Chair of Audit Committee		25,000		25,000
Chair of Compensation Committee		20,000		20,000
Chair of Governance Committee		15,000		20,000
Chair of Corporate Responsibility Committee		15,000		20,000

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

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

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

Equity-Based Compensation

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

Frozen and Terminated Retirement Plan

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

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Director Compensation Table

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

Director Compensation

Name of Director	Fees Earned or Paid in Cash(1)		Stock Awards(2)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)		All Other Compensation(5)		Total
David P. Abney	$	92,376	$	192,750	$	n/a	$	—	$	285,126
Marcela E. Donadio		51,631		139,156		n/a		—		190,787
Robert W. Dudley		92,376		192,750		n/a		—		285,126
Gerald J. Ford(6)		78,750		n/a		—		20,000		98,750
Hugh Grant		7,813		80,787		n/a		—		88,600
Lydia H. Kennard		138,667		167,998		n/a		—		306,665
Ryan M. Lance		20,719		95,825		n/a		—		116,544
Sara Grootwassink Lewis		51,631		139,156		n/a		—		190,787
Dustan E. McCoy		190,556		167,998		—		5,101		363,655
John J. Stephens		150,000		167,998		n/a		—		317,998
Frances Fragos Townsend		140,000		167,998		n/a		—		307,998

(1)	Pursuant to previous elections, during 2021 each of Messrs. Ford and Stephens received an equivalent number of shares of our common stock in lieu of all or a portion of his annual fee. The amounts reflected in this column include the fees used to purchase shares of our common stock and fees deferred by the directors. In addition, the annual fee paid to Mr. Ford for a portion of 2021 in connection with his prior service as non-executive chairman of the board was paid in shares of our common stock.
(2)	On June 1, 2021, each non-management director serving on that date was granted 3,800 RSUs. In addition, each of the following non-management directors received a pro rata grant of RSUs on his or her date of initial appointment to the Board during 2021: Messrs. Abney and Dudley each received 700 RSUs on April 5, 2021, in addition to their June 1st grants; Mses. Donadio and Lewis each received 3,800 RSUs on August 2, 2021; Mr. Lance received 2,500 RSUs on November 1, 2021; and Mr. Grant received 2,100 RSUs on December 9, 2021. Amounts reflect the aggregate grant date fair value of the RSUs, which are valued on the date of grant, or the previous trading day if no sales occur on that date, at the closing sale price per share of our common stock.
(3)	Since June 2013, our non-management director annual equity award is payable solely in RSUs. The following table sets forth the total number of outstanding RSUs (including vested but deferred RSUs for Mr. McCoy and Ms. Townsend) and stock options held by each non-management director as of December 31, 2021:

Name of Director	RSUs	Options
David P. Abney	4,500	—
Marcela E. Donadio	3,800	—
Robert W. Dudley	4,500	—
Gerald J. Ford	—	—
Hugh Grant	2,100	—
Lydia H. Kennard	3,800	—
Ryan M. Lance	2,500	—
Sara Grootwassink Lewis	3,800	—
Dustan E. McCoy	80,900	10,000
John J. Stephens	3,800	—
Frances Fragos Townsend	17,700	—

(4)	Represent decreases in the actuarial present value of each director’s accumulated benefit under the revised retirement plan (a reduction of $31,971 for Mr. McCoy and $412,229 for Mr. Ford) as calculated in accordance with Item 402 of Regulation S-K. As noted above, the director retirement plan was terminated in 2008 for any future directors.
(5)	For Mr. McCoy, includes (a) $3,967 of interest credited on dividend equivalents on deferred RSUs during 2021 (beginning with RSU grants in 2015, interest credits on dividend equivalents are no longer provided) and (b) $1,134 representing the dollar value of life insurance premiums and the related tax reimbursement paid by the company pursuant to an arrangement assumed in 2007 in connection with our acquisition of Phelps Dodge. For Mr. Ford, represents amounts paid during 2021 following his retirement under our frozen retirement plan for non-management directors.
(6)	Mr. Ford ceased serving as non-executive chairman of the board on February 2, 2021, and retired from the board at our 2021 annual meeting on June 8, 2021.

Freeport-McMoRan 2022 Proxy Statement 37

Executive Officer Compensation

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

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

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

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

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

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

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

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

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

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Executive Officer Compensation

Compensation Discussion and Analysis	39
Executive Summary	40
Executive Compensation Philosophy	43
Principal Components of Executive Compensation	44
Post-Termination Compensation	49
Compensation Processes and Policies	50
Glossary of CD&A Terms	52
Compensation Committee Report	52

Executive Compensation Tables	53
Summary Compensation Table	53
2021 All Other Compensation	54
2021 Grants of Plan-Based Awards	54
Outstanding Equity Awards at December 31, 2021	55
2021 Option Exercises and Stock Vested	56
Nonqualified Deferred Compensation	57
Pension Benefits	58
Potential Payments Upon Termination or Change in Control	61
CEO Pay Ratio	62

Compensation Discussion and Analysis

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

For 2021, our NEOs were:

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

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

● Chairman of the Board and Chief Executive Officer: In February 2021, our board appointed Mr. Adkerson as chairman of the board in addition to his continued role as CEO. See “Board and Corporate Governance Matters – Board Structure” on page 31 for more information about our board leadership structure and the allocation of responsibilities between our chairman of the board and our lead independent director.

● President: In February 2021, Ms. Quirk assumed the role of president in addition to her continued role as CFO through February 2022. In this expanded leadership role, Ms. Quirk continues to broaden her responsibilities in all aspects of our business.

● New Chief Financial Officer Effective March 2022: In November 2021, we announced the appointment of Maree E. Robertson as senior vice president and CFO effective March 1, 2022. In this role, Ms. Robertson has assumed responsibility for our accounting, finance and tax functions, including financial reporting, operational accounting, internal controls, financial planning and analysis, treasury and risk management.

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

Freeport-McMoRan 2022 Proxy Statement     39

Executive Summary

2021 Performance Highlights

Strong Execution / Favorable Markets

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

* See Cautionary Statement

Financial Operational ESG

Financial

● Strong financial results and substantial cash flow generation

● Achieved net debt target; reduction of $19 billion of net debt since year-end 2015

● Commenced implementation of performance-based payout framework

● Credit ratings upgraded to Investment Grade by Moody’s and Fitch

Operational

● Successful ramp-up of Grasberg underground mines was a major strategic accomplishment

● Effective COVID-19 management protected workforce and enabled continued operations

● Effective supply chain management in challenging environment with minimal impact

● Significant year-over-year sales volume growth in copper (+19%) and gold (+59%)

● Advanced organic growth initiatives

ESG

● Advanced climate strategy, including announcement of net zero 2050 aspiration and adoption of GHG emissions intensity reduction for our PT-FI operations

● Awarded the Copper Mark for responsible production practices at 9 sites to date (including 4 in 2021 and 2 in early 2022)

● Strengthened board with six new independent directors

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

Executive	2021 Annual Base Salary	2021 Target Cash Annual Incentive	2021 Target LTIP Grant Date Value	Allocation of Target LTIP			2021 Total Target Direct Compensation
				PSUs	Options	RSUs
Mr. Adkerson	$1,800,000	$2,700,000	$10,000,000	70%	15%	15%	$14,500,000
Ms. Quirk	1,000,000	1,500,000	4,500,000	50%	25%	25%	7,000,000

2021 Compensation Focused on Performance

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

2021 CEO Target Compensation Mix

Equity	Cash

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

Freeport-McMoRan 2022 Proxy Statement     41

We Are Committed To:

✓	Responding to Stockholder Feedback – we actively engage with our investors in order to understand our stockholders’ views and perspectives regarding our executive compensation program and incorporate feedback. Most recently, the committee considered our stockholders’ feedback when structuring our ESG metrics under our 2022 AIP.
✓	Paying for Performance – a significant portion of target direct compensation for our executive officers (77% for our CEO in 2021) is at-risk and tied to company performance and increases in our stock price.
✓	Clawback Policy – we may recover incentive awards paid based on restated financial statements under certain circumstances.
✓	Assessing Compensation Risks – we regularly assess the risk-reward balance of our compensation programs to mitigate undue risks.
✓	Independent Advisors – we engage the services of an independent compensation consultant.
✓	Annual Say-on-Pay – we conduct an annual say-on-pay vote to allow our stockholders to express their views on our executive compensation program every year.
✓	Requiring Stock Ownership – we require our executive officers and directors to maintain ownership of our securities through our stock ownership guidelines, with each of our CEO and our president required to maintain ownership equal to 6x his or her base salary.

We Reject:

✕	Tax Gross-Ups – we do not provide any tax gross-ups to our executive officers.
✕	Single Trigger Vesting of Equity and Cash Payments – our company’s equity-based awards will only accelerate upon the recipient’s actual or constructive termination of employment within one year of a change in control; similarly, change in control cash payments will only be payable upon the recipient’s actual or constructive termination of employment within two or three years after a change in control, depending on the program.
✕	Hedging of Company Stock – we prohibit our executives and directors from entering into hedging arrangements with respect to our securities.
✕	Excessive Pledging of Company Stock – we limit the ability of our executives and directors to pledge our securities.

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

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

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

Our stockholders also have the opportunity each year to cast an advisory “say-on-pay” vote on our NEO’s compensation. At our 2021 annual meeting, our stockholders expressed support for our executive compensation program, with over 91% voting in support of our say-on-pay proposal.

Stockholder engagement and the outcome of our annual say-on-pay vote will continue to inform our compensation decisions. Our stockholders have the opportunity to vote on our executive compensation at the annual meeting (see Proposal No. 2 on page 38 for more information).

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Executive Officer Compensation

Executive Compensation Philosophy

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

Pay for performance by linking most of our executive officers’ pay to our long-term and short-term performance	Align compensation with the interests of stockholders and our business strategy and key priorities	Discourage imprudent risk-taking by avoiding undue emphasis on any one metric or short-term goal	Provide a competitive level of compensation to retain key executive talent
1	2	3	4

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

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

Freeport-McMoRan 2022 Proxy Statement 43

Executive Officer Compensation

Principal Components of Executive Compensation

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

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

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Executive Officer Compensation

Base Salaries

How base salaries support our compensation philosophy and objectives:

✔Helps us meet the objective of attracting and retaining the key executive talent needed to manage our business successfully.

✔Represents the smallest portion of our executive officers’ target compensation, reflecting our goal to allocate a significant majority of compensation to the performance-based elements of the total compensation package.

✔Reflects our committee’s judgment with respect to each executive officer’s responsibilities, performance, and work experience as well as market data.

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

	2020 Base Salary		2021 Base Salary		Change (%)
Mr. Adkerson	$	1,600,000	$	1,800,000	12.5%
Ms. Quirk		800,000		1,000,000	25.0%
Mr. Higgins		450,000		500,000	11.1%
Mr. Currault		425,000		450,000	5.9%

Annual Incentive Program

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

How the overall design of the AIP supports our compensation philosophy and objectives:

✔Provides short-term performance-based cash awards to our executive officers, each of whose performance has a significant impact on our financial stability, profitability and future growth.

✔Measures financial and operational metrics that reflect our annual business goals and objectives, as well as ESG metrics that promote critical goals directly aligned with our commitment to safety and to sustainable and responsible copper mining for all stakeholders.

✔Closely aligns management and stockholder interests by focusing management on generating cash flows.

2021 Highlights: AIP

Payout Opportunities

●The target annual incentive award for each of Mr. Adkerson and Ms. Quirk was 150% of base salary.

●Annual cash incentive payments ranging from 50% of target for threshold performance to 175% of target for maximum performance, although the committee retained the discretion to reduce the payment to 0% of target.

Metrics and Goals - in February 2021, the committee chose

●Metrics and weightings designed to focus our executives’ efforts on the critical elements of the company’s strategic priorities for 2021 – focusing on production, cost and capital discipline, generating cash flows and alignment with key ESG commitments; and

●Target goals that were consistent with the company’s disclosed plan for 2021 and that were rigorous in the context of our strategic priorities.

Results: Based on the company’s performance relative to the pre-established goals, the executives earned a payout amount equal to 132.2% of the target award.

Freeport-McMoRan 2022 Proxy Statement 45

Executive Officer Compensation

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

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

(1)	See Annex A for information regarding the methodology we use to measure certain of the financial and operational performance metrics, including a reconciliation and other information regarding our calculation of consolidated adjusted EBITDA.
(2)	See “Sustainability Scorecard” below.

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

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

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

Long-Term Incentive Program

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

Freeport-McMoRan 2022 Proxy Statement 47

Executive Officer Compensation

2021 Highlights: LTIP

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

Mr. Adkerson	Ms. Quirk

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

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

● Cumulative ROI target for the 2021 PSUs is a range from 10% to 20%, with threshold goal equal to 6% and maximum goal equal to 30%, and corresponding payouts based on this metric ranging from 0% to 200% of the target award.

● In establishing the ROI target for 2021-2023, which the committee believes represented a rigorous target, the committee considered the most recent three-year ROI average of 12.13% and the most recent five-year ROI average of 11.04%, the weighted average cost of capital, which was approximately 10%, and ROI forecasts at the time of the PSU award.

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

● Overall range of payout of the PSUs is 0% to 225% of the target award depending on achievement of the performance goals.

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

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

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

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

Grant Date	Three-Year Performance Period	ROI			% Earned Before TSR	TSR Peer Ranking	Award % Earned
		2019	2020	2021
February 5, 2019	2019-2021	8.55%	11.69%	38.50%	196.2%	1st	221.2%

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PSU PERFORMANCE PEER GROUP
The committee has used the following mining-focused peer group to compare our performance for purposes of the PSUs granted since 2016, and in early 2021 FW Cook and the committee confirmed that this group was still an appropriate comparator group for performance.

Anglo American plc	Rio Tinto plc
Antofagasta plc	Southern Copper Corporation
BHP Group Limited	Teck Resources Limited
Glencore plc	Vale S.A.

Personal Benefits and Perquisites
We also provide certain other personal benefits and perquisites to our executive officers to fulfill particular business purposes, which are primarily for efficiency and personal security. The committee continues to monitor these programs and may adjust them in the future as the committee deems appropriate. The personal benefits and perquisites currently offered are reflected in the “Summary Compensation Table.” Most of these benefits are designed to safeguard our executives and increase travel efficiencies, thereby ensuring the executives’ availability on short notice and enabling the executives to focus more time and energy on company matters and performance. Our committee also recognizes the high degree of integration between the personal and professional lives of our executive officers, and these benefits ensure the security of the company’s proprietary information by enabling our executives to conduct business while traveling without concern that company information will be compromised.

Post-Termination Compensation

In addition to the compensation received by our executive officers during 2021 and benefits under our tax-qualified defined contribution plans, which we provide to all qualified employees, we also provide certain post-employment benefits to our executive officers, including a nonqualified defined contribution plan, as well as supplemental retirement plans and change of control and severance benefits.

Nonqualified Defined Contribution Plan
We maintain an unfunded supplemental nonqualified defined contribution plan (the SECAP) for the benefit of our executive officers, as well as other employees. The SECAP provides those employees whose earnings in a prior year were in excess of the dollar limit under the Internal Revenue Code the ability to defer up to 20% of their base salary after deferrals to the Employee Capital Accumulation Program (ECAP, our 401(k) plan) have ceased as a result of qualified plan limits. The purpose of the SECAP is to make total retirement benefits for our employees who earn over the qualified plan limits commensurate with those available to other employees as a percentage of pay. For more information regarding these benefits, see the section titled “Executive Officer Compensation – Executive Compensation Tables – Retirement Benefit Programs.”

Supplemental Retirement Plans
We established an unfunded supplemental executive retirement plan (the SERP) for Mr. Adkerson in February 2004. The committee, advised by its independent compensation consultant at the time, approved the SERP, which was then recommended to and approved by our board. In addition, Mr. Higgins is a participant in the Freeport Minerals Corporation Supplemental Retirement Plan (SRP), which is an unfunded, supplemental retirement plan that we assumed in 2007 in connection with our acquisition of Phelps Dodge Corporation. The SRP was frozen effective December 31, 2008. For more information regarding these benefits, see the section titled “Executive Officer Compensation – Executive Compensation Tables – Retirement Benefit Programs.”

Change in Control and Severance Benefits
In May 2020, the board adopted an updated executive change in control severance plan for eligible members of senior management, including Messrs. Adkerson, Higgins and Currault. In addition, Ms. Quirk’s employment agreement provides her with contractual protections in the event of certain terminations of employment outside of the change in control context, as well as in connection with a change in control. We believe that severance protections, particularly in connection with a change in control transaction, can play a valuable role in attracting and retaining key executive officers by providing protections commonly provided in the market. In addition, we believe these benefits also serve the company’s and stockholders’ interests by promoting a continuity of management in the context of an actual or threatened change in control transaction. The existence of these arrangements does not impact our decisions regarding other components of our executive compensation program, although we consider these severance protections an important part of our executives’ compensation packages.

Freeport-McMoRan 2022 Proxy Statement 49

Executive Officer Compensation

We also do not believe that our executive officers should be entitled to receive cash severance benefits merely because a change in control transaction occurs. The payment of cash severance benefits is only triggered by an actual or constructive termination of employment following a change in control (i.e., a “double trigger”). In addition, our LTIP awards granted to all employees, including the PSUs, RSUs and stock options granted to our executives, provide for accelerated vesting of the award following a change in control only if the recipient also experiences an actual or constructive termination of employment within one year after a change in control. We do not provide excise tax gross-up protections under any change in control arrangements with our executive officers.

For more information regarding these benefits, see the section titled “Executive Officer Compensation – Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.”

Compensation Processes and Policies

Role of Advisors
Beginning in 2020, our committee engaged FW Cook as its independent compensation consultant. Consistent with our committee’s longstanding policy, FW Cook does not provide any services to the company’s management. As required by SEC rules, the committee assessed the independence of FW Cook and concluded that its work does not raise any conflicts of interest. A representative of FW Cook attends meetings of our committee and communicates with our committee chair between meetings; however, our committee makes all decisions regarding the compensation of our executive officers.FW Cook provides various executive compensation services to our committee, including advising our committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design, as discussed in more detail below.

Stock Ownership
We believe that it is important for our executive officers to align their interests with the long-term interests of our stockholders. With that philosophy in mind, we have structured our compensation program to ensure that a portion of our executive officers’ compensation is delivered in the form of equity.

Under our stock ownership guidelines, each of our executive officers is required to maintain ownership of company stock valued at a certain multiple of base salary. Shares that the executive has pledged, shares held by a spouse or children, and shares issuable upon the vesting of PSUs are not counted as shares “owned” for purposes of the guidelines. As of December 31, 2021, all of our NEOs exceeded their target ownership levels.

Executive	Current Ownership Requirement	Actual Ownership Level as of December 31, 2021 (Using 3-year trailing average stock price)
Mr. Adkerson	6x base salary	46x base salary
Ms. Quirk	6x base salary	27x base salary
Mr. Higgins	3x base salary	4x base salary
Mr. Currault	3x base salary	6x base salary

These ownership levels reflect the individual commitments of our executive officers to align their interests with those of our stockholders. For more information regarding these guidelines and the current stock holdings of our executive officers, please see the section titled “Stock Ownership.”

Hedging and Pledging Policies
Our insider trading policy prohibits our executive officers and directors from entering into any hedging arrangements with respect to our securities. Specifically, the policy defines “insiders” as members of the board, our officers and certain employees and consultants who are likely to be in possession of material nonpublic information due to the nature of their work, and contains the following prohibition:

Transactions in publicly traded options are generally short-term in nature and may give the public the perception that insiders are not focused on the long-term performance of the Company. Certain forms of hedging transactions are complex, may be perceived negatively by the public and can present unique insider trading risks. Accordingly, insiders are prohibited from engaging in such transactions.

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Our insider trading policy also limits the ability of our executives and directors to pledge our securities as follows:

● our securities may not be pledged as collateral for a margin loan;

● the executive or director must notify the company prior to execution of the pledge;

● the executive or director must establish that he or she has the financial capacity to repay the loan without resorting to the pledged securities; and

● any shares pledged will not be considered as owned for purposes of the stock ownership guidelines applicable to the executive or the director.

Compensation Clawback Policy
Our committee has adopted an incentive compensation clawback policy that would enable the company to clawback all or a portion of incentive compensation in the event an executive’s misconduct causes the company to issue a restatement of its financial statements, to the extent that such executive’s incentive compensation was based on the misstated financials. Our committee will amend the clawback policy, as needed, once the SEC adopts the final implementing rules regarding compensation clawbacks mandated by the Dodd-Frank Act.

Equity Grant Timing Practices
The committee’s policy is to make annual equity awards under our LTIP at its first meeting of the year, which is usually held in late January or early February. This meeting is scheduled approximately twelve months in advance and targeted to fall within the window period following the release of the company’s earnings for the fourth quarter of the previous year. To the extent the committee approves any out-of-cycle awards at other times during the year, such awards will be made during an open window period during which our executive officers and directors are generally permitted to trade company securities as long as they are not in possession of material nonpublic information regarding the company.

The terms of our stock incentive plan provide that the exercise price of each stock option cannot be less than the fair market value of a share of our common stock on the grant date. Pursuant to the committee’s policies, for purposes of our stock incentive plan, the fair market value of our common stock is determined by reference to the closing quoted per share sale price of our common stock on the grant date. In addition, our stock incentive plan permits the committee to delegate to appropriate personnel its authority to make awards to employees other than those subject to Section 16 of the Exchange Act.

Our current equity grant policy provides that each of our CEO, president and chief administrative officer has authority to make or modify grants to such employees, subject to the following conditions:

● no grant may relate to more than 20,000 shares of our common stock if the award is a full-value award and not more than 40,000 shares if the award is an appreciation award;

● such grants must be approved during an open window period and must be approved in writing by such officer, the grant date being the date of such written approval or such later date set forth in the grant instrument;

● the exercise price of any options granted may not be less than the fair market value of our common stock on the date of grant; and

● any such grants must be reported to the committee at its next meeting.

Risks Arising from Compensation Policies and Practices
After completing the annual review of the company’s compensation program, management and our committee believe that the risks arising from our compensation policies and practices for our employees, including our executive officers, are not reasonably likely to have a material adverse effect on the company. In reaching this conclusion, we have taken into account the purpose and structure of these programs and the following design elements of our compensation programs and policies: our balance and amount of annual and long-term compensation elements at the executive and management levels; our selection of performance metrics under our annual and long-term programs that focus our executives and management level employees on the critical elements of our strategic plans, which in turn drive performance; the multi-year vesting of equity awards and three-year performance period of our PSUs that promote focus on the long-term financial performance of our company; and bonus arrangements for most employees that are not guaranteed and are ultimately at the discretion of either our committee (for our executive officers and senior management) or senior management (for other employees). These features, as well as risk mitigation features such as our clawback policy and stock ownership requirements applicable to our executive officers, result in a compensation program that aligns our executives’ interests with those of our stockholders and does not promote excessive risk-taking on the part of our executives or other employees.

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Tax Considerations
The committee considers certain tax implications when designing our executive compensation programs and certain specific awards. However, the committee believes that stockholders’ interests may best be served by offering compensation that is not fully deductible, where appropriate, to attract, retain and motivate talented executives. Accordingly, the committee has discretion to authorize compensation that does not qualify for income tax deductibility.

Glossary of CD&A Terms

AIP	annual incentive program
committee	compensation committee
Dodd Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
ECAP	employee capital accumulation program
ESG	environmental, social and governance
Exchange Act	Securities Exchange Act of 1934, as amended
FW Cook	Frederic W. Cook & Co., Inc.
GAAP	generally accepted accounting principles in the United States
LTIP	long-term incentive program
NEO	named executive officer

PIAP	performance incentive award program
PSU	performance share unit
ROI	return on investment
RSU	restricted stock unit
SEC	Securities and Exchange Commission
SECAP	supplemental executive capital accumulation plan
SERP	supplemental executive retirement plan
SRP	supplemental retirement plan
TRIR	total reportable incident rate
TSR	total stockholder return

Compensation Committee Report

The compensation committee of the board has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and based on such review and discussion, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation
Committee on April 12, 2022:

Dustan E. McCoy, Chair
David P. Abney
Hugh Grant^(*)
Frances Fragos Townsend

(*) Mr. Grant joined the compensation committee effective February 8, 2022.

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Executive Compensation Tables

The table below shows the total compensation paid to or earned by our NEOs. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.

Summary Compensation Table

Name and Principal Position	Year	Salary(2)		Bonus(3)		Stock Awards(4)		Option Awards(5)		Non-Equity Incentive Plan Compensation(6)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(7)		All Other Compensation(8)		Total
Richard C. Adkerson Chairman of the Board and Chief Executive Officer	2021	$	1,766,667		—	$	8,483,475	$	1,335,040	$	3,569,400	$	3,163,533	$	793,779		$19,111,894
	2020		613,333		—		6,697,622		2,985,400		3,000,000		2,869,719		554,807		16,720,881
	2019		1,600,000		—		5,990,910		1,923,650		2,400,000		2,979,703		847,986		15,742,249
Kathleen L. Quirk President and Former Chief Financial Officer(1)	2021		966,667		—		3,349,605		1,001,280		1,983,000		—		148,502		7,449,054
	2020		306,667		—		3,346,607		993,560		1,750,000		—		75,491		6,472,325
	2019		800,000		—		2,995,455		961,825		1,400,000		27,752		120,613		6,305,645
Stephen T. Higgins Senior Vice President and Chief Administrative Officer	2021		491,667	$	850,000		844,200		178,800		—		—		94,512		2,459,179
Douglas N. Currault II Senior Vice President and General Counsel	2021		445,833		800,000		844,200		178,800		—		—		83,337		2,352,170

(1)	Ms. Quirk assumed the role of president in February 2021 and continued in her role as CFO through February 2022.
(2)	For 2021, reflects salary increases effective March 1, 2021.
(3)	Reflects annual incentive award payments to Messrs. Higgins and Currault under the PIAP, our discretionary compensation program under which annual incentive awards are granted to senior management below the executive officer level. Messrs. Higgins and Currault, who were designated as executive officers in May 2021, will participate in the AIP in 2022. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.
(4)	The amounts reported in the table for 2021 reflect the aggregate grant date fair value of the RSUs and PSUs awarded during 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, as described in Annex B. The grant date value of the 2021 PSUs for each of the NEOs assuming maximum payout of the PSUs, and based on the closing stock price on the date of grant, is as follows: for Mr. Adkerson—$14,340,848, and for Ms. Quirk—$4,590,338. Messrs. Higgins and Currault did not receive PSUs in 2021. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.
(5)	Reflects the aggregate grant date fair value of the stock options granted to the NEOs in the year reflected, determined using the Black-Scholes-Merton option valuation model price, which was $11.92 per option in 2021. For information relating to the assumptions made by us in valuing the stock options granted to our NEOs, refer to Notes 1 and 10 of our financial statements in our 2021 Form 10-K.
(6)	Reflects the annual incentive award payments received under our AIP as approved by the compensation committee based on the achievement of pre-established goals. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.
(7)	For 2021, represents the aggregate change in actuarial present value during 2021 of Mr. Adkerson’s SERP benefit and Mr. Higgins’ SRP benefit, which for Mr. Higgins was a decrease of $9,023. See “Retirement Benefit Programs” below for more information.
(8)	The amounts reported for 2021 are detailed in the table below and reflect (a) all perquisites and other personal benefits; (b) amounts contributed by the company to defined contribution plans, which include amounts contributed to the ECAP and the nonqualified defined contribution plan; (c) the dollar value of life insurance premiums paid by the company; and (d) the dollar value of interest credited on dividend equivalents on outstanding RSUs (we discontinued crediting interest for awards granted after 2015). The perquisites and other personal benefits reported in the table below include (a) personal financial and tax advice under the company’s executive services program; (b) for Mr. Adkerson, personal use of fractionally owned company aircraft, which includes the hourly operating rate, fuel costs and incidental fees directly related to the flight; (c) allocated personnel costs and identity theft protection; (d) security services and use of company cars, which includes driver compensation and vehicle repair, maintenance, and fuel costs; (e) the company’s premium payments for personal excess liability insurance; and (f) the company’s premium payments for disability insurance. The amounts in the table reflect the incremental cost to the company.

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2021 All Other Compensation

	Perquisites and Other Personal Benefits												Additional All Other Compensation
Name	Financial and Tax Advice		Aircraft Usage		Personnel and Other		Security and Cars		Personal Excess Liability Insurance Premiums		Disability Insurance Premiums		Plan Contributions		Life Insurance Premiums		Interest Credited on Dividend Equivalents
Mr. Adkerson	$	20,000	$	109,478	$	12,719	$	96,560	$	5,704	$	8,602	$	401,700	$	44,200	$	94,816
Ms. Quirk		2,300		—		46		—		5,704		8,402		132,050		—		—
Mr. Higgins		15,000		—		46		—		5,704		9,462		64,300		—		—
Mr. Currault		15,000		—		676		—		4,442		8,044		55,175		—		—

2021 Grants of Plan-Based Awards

	Grant	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name	Date	Threshold		Target		Maximum		Threshold	Target	Maximum	Units(3)	Options(4)	Awards(5)		Awards
Richard C. Adkerson
AIP	02/02/2021	$	1,350,000	$	2,700,000	$	4,725,000	—	—	—	—	—		—		—
LTIP – PSUs	02/02/2021		—		—		—	56,625	226,500	509,625	—	—		—	$	6,992,055
LTIP – RSUs	02/02/2021		—		—		—	—	—	—	53,000	—		—		1,491,420
LTIP – Options	02/02/2021		—		—		—	—	—	—	—	112,000	$	28.14		1,335,040
Kathleen L. Quirk
AIP	02/02/2021		750,000		1,500,000		2,625,000			—	—	—		—		—
LTIP – PSUs	02/02/2021		—		—		—	18,125	72,500	163,125	—	—		—		2,238,075
LTIP – RSUs	02/02/2021		—		—		—	—	—	—	39,500	—		—		1,111,530
LTIP – Options	02/02/2021		—		—		—	—	—	—	—	84,000		28.14		1,001,280
Stephen T. Higgins
LTIP – RSUs	02/02/2021		—		—		—	—	—	—	30,000	—		—		844,200
LTIP – Options	02/02/2021		—		—		—	—	—	—	—	15,000		28.14		178,800
Douglas N. Currault II
LTIP – RSUs	02/02/2021		—		—		—	—	—	—	30,000	—		—		844,200
LTIP – Options	02/02/2021		—		—		—	—	—	—	—	15,000		28.14		178,800

(1)	For 2021, under the AIP, each NEO had a target award based on a multiple of salary, with the amount to be earned based on the company’s performance relative to defined goals established by the compensation committee. The amounts reported represent the threshold, target and maximum possible annual cash incentive payments that could have been received by each NEO pursuant to the AIP for 2021. The amounts in the “Target” column were approved by the compensation committee and reflect 150% of base salary for Mr. Adkerson and Ms. Quirk, based on salaries approved in February 2021 and effective March 1, 2021. Achievement of the threshold level of performance would result in a payout of 50% of the target award, and maximum performance would result in a payout of 175% of target. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.
(2)	These awards represent PSUs awarded as part of our 2021 LTIP. Each PSU granted in 2021 represents a contingent right to receive shares of our common stock, with the final number of shares to be issued based on the company’s level of achievement of a cumulative ROI metric and on our TSR compared to the TSR of our peer group during the three-year period ending on December 31, 2023. For the 2021 PSU awards, the NEOs will receive between 0% and 225% of the target PSU award based on achievement of applicable performance goals. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.
(3)	These awards represent RSUs awarded as part of our 2021 LTIP.
(4)	These awards represent stock options awarded as part of our 2021 LTIP.
(5)	The exercise price of the stock options granted by the company was determined by reference to the closing price of our common stock on the grant date.

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Outstanding Equity Awards at December 31, 2021

	Option Awards						Stock Awards
Name	Option Grant Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable(1)	Option Exercise Price(2)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(3)	Market Value of Shares or Units of Stock That Have Not Vested(4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4)
Richard C. Adkerson	02/06/12	330,000	—	$	46.730	02/06/22	109,000	$	4,548,570	1,514,380	$	63,195,077
	01/29/13	450,000	—		35.010	01/29/23
	02/04/14	335,000	—		30.940	02/04/24
	02/03/15	580,000	—		18.980	02/03/25
	02/06/18	255,000	—		18.740	02/06/28
	02/05/19	—	131,667		11.870	02/05/29
	02/04/20	—	421,666		12.040	02/04/30
	02/02/21	—	112,000		28.140	02/02/31
Kathleen L. Quirk	02/06/12	40,500	—		24.080	02/06/22	122,833		5,125,821	636,190		26,548,209
	02/06/12	110,000	—		46.730	02/06/22
	01/29/13	150,000	—		35.010	01/29/23
	02/04/14	220,000	—		30.940	02/04/24
	02/03/15	380,000	—		18.980	02/03/25
	02/07/17	257,000	—		15.520	02/07/27
	02/06/18	127,500	—		18.740	02/06/28
	02/05/19	131,667	65,833		11.870	02/05/29
	02/04/20	70,167	140,333		12.040	02/04/30
	02/02/21	—	84,000		28.140	02/02/31
Stephen T. Higgins	02/06/12	45,000	—		46.73	02/06/22	80,000		3,338,400	—		—
	02/05/19	—	21,667		11.870	02/05/29
	02/06/19	—	65,000		11.910	02/06/29
	02/04/20	21,667	43,333		12.040	02/04/30
	02/02/21	—	15,000		28.140	02/02/31
Douglas N. Currault II	02/06/12	50,000	—		46.730	02/06/22	76,667		3,199,314	—		—
	01/29/13	50,000	—		35.010	01/29/23
	02/04/14	25,000	—		30.940	02/04/24
	02/06/18	30,000	—		18.740	02/06/28
	02/05/19	33,333	16,667		11.870	02/05/29
	02/06/19	—	50,000		11.910	02/06/29
	02/04/20	21,667	43,333		12.040	02/04/30
	02/02/21	—	15,000		28.140	02/02/31

(1)	The stock options granted prior to 2018 become exercisable in 25% annual increments on each of the first four anniversaries of the date of grant and have a term of 10 years. Beginning with grants in 2018, the stock options become exercisable in 33% annual increments on each of the first three anniversaries of the date of grant and have a term of 10 years. The unvested stock options will become immediately exercisable if there is a qualifying termination of employment following a change in control.
(2)	The exercise price of the stock options granted by the company was determined by reference to the closing price of our common stock on the grant date.
(3)	Represents time-vested RSUs, which will vest and be paid out in shares of our common stock, as set forth in the table below, provided the applicable service conditions are satisfied.

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Name	RSUs	Vesting Date
Mr. Adkerson	73,667	02/15/22
	17,666	02/15/23
	17,667	02/15/24
Ms. Quirk	68,833	02/15/22
	40,833	02/15/23
	13,167	02/15/24
Mr. Higgins	50,000	02/15/22
	20,000	02/15/23
	10,000	02/15/24
Mr. Currault	46,667	02/15/22
	20,000	02/15/23
	10,000	02/15/24

(4)

The market value of the unvested RSUs and PSUs reflected in this table was based on the $41.73 closing market price per share of our common stock on December 31, 2021.

(5)

The PSUs will vest following the end of the applicable performance period and be paid out in shares of our common stock based on satisfaction of the applicable performance goals. The NEOs will earn between 0% and 225% of the target PSU award based on the company’s average ROI and its relative TSR compared to the TSR of the company’s peer group over the three-year performance period. The number of units reported in the table above represent 221.2% payout with respect to the 2019 PSU awards and the target amount with respect to the 2020 and 2021 PSU awards. Messrs. Higgins and Currault did not have any outstanding PSU awards as of December 31, 2021.

Name	Grant Date	PSUs			Last Day of Performance Period
		Threshold(*)	Target	Maximum
Mr. Adkerson	2/5/2019	91,250	365,000	821,250	12/31/21	(**)
	2/4/2020	120,125	480,500	1,081,125	12/31/22
	2/2/2021	56,625	226,500	509,625	12/31/23
Ms. Quirk	2/5/2019	45,625	182,500	410,625	12/31/21	(**)
	2/4/2020	40,000	160,000	360,000	12/31/22
	2/2/2021	18,125	72,500	163,125	12/31/23

(*)	Each executive may receive 25% of the target PSU award based on threshold achievement of the applicable performance goals.
(**)	In February 2022, the compensation committee certified a 221.2% payout with respect to the 2019 PSU awards.

2021 Option Exercises and Stock Vested

	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting
Richard C. Adkerson	1,124,167	$	24,798,792	466,580	$	13,807,816
Kathleen L. Quirk	—		—	324,874		9,764,076
Stephen T. Higgins	330,833		6,213,391	13,667		426,820
Douglas N. Currault II	123,240		2,311,578	12,333		385,160

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Retirement Benefit Programs

Nonqualified Defined Contribution Plan. We maintain an unfunded NQDC plan, for the benefit of our executive officers, as well as others. The NQDC plan provides those employees whose earnings in a prior year were in excess of the dollar limit under Section 401(a)(17) of the Internal Revenue Code the ability to defer up to 20% of their base salary after deferrals to the ECAP (our tax-qualified defined contribution plan or 401(k) plan) have ceased due to qualified plan limits. The company makes a matching contribution equal to each participant’s deferrals in this NQDC plan and the ECAP limited to 5% of the participant’s base salary. In addition, the company also makes enhanced contributions equal to 5% of eligible compensation (base salary plus 50% of annual incentive awards) in excess of qualified plan limits for each eligible employee, with employees who met certain age and service requirements in 2000 (including Mr. Adkerson) receiving an additional 5% contribution. Distribution is made in a lump sum as soon as practicable or if timely elected by the participant, on January 1st of the year following retirement, but no earlier than the date allowable under law following separation from service. The table below sets forth the balances under our NQDC plan as of December 31, 2021 for each NEO.

Deferred Restricted Stock Units. In connection with the termination of his employment agreement in December 2013, Mr. Adkerson received 1,000,000 RSUs, which represent the right to receive an equivalent number of shares of our common stock. The RSUs were vested at grant but payout of shares of our common stock is deferred until six months after Mr. Adkerson’s retirement.

Nonqualified Deferred Compensation

Name	Plan	Executive Contributions in Last Fiscal Year(1)		Registrant Contributions in Last Fiscal Year(2)		Aggregate Earnings in Last Fiscal Year(3)		Aggregate Withdrawals/ Distributions	Aggregate Balance at Last Fiscal Year End(4)
Richard C. Adkerson	NQDC plan	$	133,000	$	363,200	$	1,119,044	—	$	35,247,506
	Deferred RSUs		—		—		16,029,816	—		44,832,798
Kathleen L. Quirk	NQDC plan		167,333		103,050		92,523	—		3,033,439
Stephen T. Higgins	NQDC plan		75,146		35,300		16,355	—		577,625
Douglas N. Currault II	NQDC plan		63,167		26,175		32,401	—		1,068,695

(1)	The amounts reflected in this column are included in the “Salary” column for each NEO for 2021 reported in the “Summary Compensation Table.”
(2)	The amounts reflected in this column are included in the “All Other Compensation” column for each NEO for 2021 in the “Summary Compensation Table,” although the “Plan Contributions” reflected in footnote (5) to that table also include contributions to the company’s ECAP.
(3)	The assets in the NQDC plan are treated as if invested to produce a rate of interest equal to the prime rate, as published in the Federal Reserve Statistical Report at the beginning of each month. For 2021, that rate of interest was 3.25% during the period from January 1, 2021 to December 31, 2021. With respect to Mr. Adkerson’s deferred RSUs, the amount represents (a) the number of deferred RSUs multiplied by the change in the price of our common stock from December 31, 2020 ($26.02) to December 31, 2021 ($41.73) of $15,710,000, and (b) accrued dividend equivalents and interest (calculated using the prime rate) on those RSUs of $319,816.
(4)	The following amounts reflected in this column were included in the 2020 “Total” compensation for each NEO in the “Summary Compensation Table”: Mr. Adkerson – $191,225, and Ms. Quirk – $68,250. The following amounts reflected in this column were included in the 2019 “Total” compensation for each NEO in the “Summary Compensation Table”: Mr. Adkerson – $779,753, and Ms. Quirk – $163,292.

Supplemental Executive Retirement Plan – Mr. Adkerson. In February 2004, we established an unfunded SERP for Mr. Adkerson. The compensation committee, advised by its independent compensation consultant at that time, approved the SERP, which was then recommended to and approved by the board. The SERP provides for benefits payable in the form of a 100% joint and survivor annuity, life annuity or an equivalent lump sum. Mr. Adkerson has elected to receive an equivalent lump sum payment. The annuity will equal a percentage of Mr. Adkerson’s highest average base pay for any three of the five calendar years immediately preceding Mr. Adkerson’s completion of 25 years of credited service, plus his average annual incentive awards for the same three years; provided that such average amount cannot exceed 200% of the average base pay. The percentage used in this calculation is 2% for each year of credited service for the company and its predecessor beginning in 1981, but capped at 25 years. Mr. Adkerson has attained 25 years of credited service and his annuity was fixed as of January 1st of the year in which he completed 25 years of credited service, and will only increase at retirement as a result of mortality and interest adjustments.

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The SERP benefit is reduced by the value of all benefits from current and former retirement plans (qualified and nonqualified) sponsored by the company, by FM Services Company or by any predecessor employer (including our former parent company), except for benefits produced by accounts funded exclusively by deductions from the participant’s pay. The amount provided in the table below reflects these reductions. As of December 31, 2021, Mr. Adkerson was 100% vested under the SERP.

Supplemental Retirement Plan – Mr. Higgins. Mr. Higgins is a participant in the SRP, which is an unfunded, supplemental retirement plan that we assumed in 2007 in connection with our acquisition of Phelps Dodge Corporation. Benefit accruals under the SRP were frozen effective December 31, 2008. Benefits are payable in the form of a life annuity, 25%, 50%, 75% and 100% joint and survivor annuity options, as specified by the participant. The benefit will be a monthly amount equal to the product of (1) the sum of 0.35% of the participant’s final average monthly compensation in excess of his social security benefit and (2) years of service as of December 31, 2008, the date the SRP was frozen, determined without applying the Internal Revenue Code compensation and annual addition limitations. The SRP benefit is reduced by the participant’s monthly retirement benefit under the qualified retirement plan. The SRP benefit is subject to a five-year cliff vesting schedule, and Mr. Higgins is 100% vested under the SRP.

Pension Benefits

Name	Plan Name	Number of Years Credited Service		Payments During Last Fiscal Year	Present Value of Accumulated Benefit
Richard C. Adkerson	Supplemental Executive Retirement Plan	25	(1)	—	$	45,881,957	(2)
Stephen T. Higgins	Supplemental Retirement Plan	17.3		—