XML 187 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay-Versus-Performance

The following section has been prepared in accordance with the SEC’s new pay versus performance disclosure rules mandated by the Dodd-Frank Act. Under these rules, the SEC has developed a new way to calculate executive pay, referred to as “compensation actually paid,” or CAP, which amounts are then compared to certain performance measures defined by the SEC. The CAP does not reflect the value received or realized by our NEOs or how the compensation committee evaluates compensation decisions in light of company performance. Please refer to “Compensation Discussion and Analysis” on page 40 for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with company performance.

The CAP values are derived from the total compensation amounts reported in the Summary Compensation Table, but adjusts those amounts to replace the grant date fair values of equity awards granted during the year with the fair value of equity awards granted during the year as of the end of the year, plus changes in fair value of any outstanding unvested awards granted in prior years. Thus, unlike the Summary Compensation Table that only factors in current year equity awards, the CAP reflects year-over-year changes in value of all outstanding unvested equity awards and equity awards vesting during the year. The CAP values also replace the change in pension value reported with the pension plan service cost or prior service cost for the year.

                             
Year    Summary
Compensation
Table
Total for PEO
(1)
   Compensation
Actually Paid
to PEO(2)
   Average
 Summary
 Compensation
 Table Total
for Non-PEO
NEOs(3)
   Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
   Value of Initial Fixed $100
Investment Based On:
   Net Income
($ in MM)(6)
   Return on
Investment(7)

Total
S
tockholder
Return

     

Peer Group
Total
Stockholder
Return(5)
2022   $ 20,521,929  $ 7,164,637    $ 5,191,453  $ 3,931,649 297.71 178.99      $ 3,468 26.79%
2021 19,111,894 75,686,762 4,086,801 14,711,132 321.27 157.75 4,306 38.50%
2020 16,720,881 71,047,496 4,976,641 23,276,187 199.07 116.44 599 11.69%
   
Company Selected Measure Name ROI    
Named Executive Officers, Footnote [Text Block]
(1) For each fiscal year included in the table, Richard C. Adkerson served as our principal executive officer (PEO).
   
Peer Group Issuers, Footnote [Text Block]
(5) Represents the weighted peer group total stockholder return, or “TSR,” weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Metals and Mining Select Industry Index, which is the industry line peer group reported in our performance graph under Item 201(e) of Regulation S-K included in our Annual Report.
   
PEO Total Compensation Amount $ 20,521,929 $ 19,111,894 $ 16,720,881
PEO Actually Paid Compensation Amount $ 7,164,637 75,686,762 71,047,496
Adjustment To PEO Compensation, Footnote [Text Block]
(2) The amounts reported in this column represent the CAP for Mr. Adkerson, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or delivered to Mr. Adkerson during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments reflected in the table below were made to Mr. Adkerson’s total compensation for each year reflected in the Summary Compensation Table (SCT) to determine the CAP values. Mr. Adkerson has reached the maximum years of service under the SERP and thus Freeport did not recognize a service cost for him during any of the years reflected in the table.

SCT to CAP Reconciliation — PEO (A)

                                     
Adjust Value of Current
Year’s Equity Grant
Adjust For Incremental Increase/(Decrease) in
Value of All Other Outstanding Equity Grants
Year      SCT Total      Subtract
 Pension
 Value
 reported
in SCT
     Subtract
Grant Date
Fair Value
as reported
in SCT
     Add Fair
Value
at 12/31
     Add Change
in Fair Value
of Unvested
Awards as
of 12/31
     Add Change
in Fair Value
of Vested
Awards
during Year
     Forfeited
during
Year
     Accrued
Dividend
Equivalents
     CAP
2022 $ 20,521,929 $ (3,505,075)  $ (11,036,050)   $ 10,018,375   $ (5,674,233)   $ (4,664,116)          $   $ 1,503,807 $ 7,164,637
2021 19,111,894 (3,163,533) (9,818,515) 24,933,600 25,690,784 18,530,775 401,757 75,686,762
2020 16,720,881 (2,869,719) (9,683,022) 39,619,191 23,782,666 3,477,499 71,047,496
(A) In determining the fair value of unvested equity awards, we applied the same methodology used to determine grant date fair value of equity awards for purposes of accounting for share-based payments as described in our 2022 Form 10-K, but calculated fair value as of the last day of the year. Factors impacting the fair value of the equity awards primarily relate to the price of our common stock at year end, as well as the projected and actual achievement of performance goals related to our PSUs.

   
Non-PEO NEO Average Total Compensation Amount $ 5,191,453 4,086,801 4,976,641
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,931,649 14,711,132 23,276,187
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3) Our NEOs (other than Mr. Adkerson) for each fiscal year included in the table were as follows: 2022 – Kathleen L. Quirk, Maree E. Robertson, Stephen T. Higgins, and Douglas N. Currault II; 2021 – Kathleen L. Quirk, Stephen T. Higgins, and Douglas N. Currault II; 2020 – Kathleen L. Quirk and Harry M. Conger. The amounts reported in this column represent the average of the total compensation reported for each named executive officer (excluding Mr. Adkerson) in the Summary Compensation Table in each applicable year.

(4) The amounts reported in this column represent the average CAP for the NEOs as a group (excluding Mr. Adkerson), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or delivered to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments reflected in the table below were made to the average total compensation for the NEOs for each year reflected in the Summary Compensation Table on page 53 to determine the CAP values. Mr. Conger and Mr. Higgins, the only other NEOs who have pension benefits, each reached the maximum years of service under the SRP and thus Freeport did not recognize a service cost for either executive during any of the years reflected in the table.

SCT to CAP Reconciliation — Average of All Other NEOs (A)

                                     
Adjust Value of Current
Year’s Equity Grant
Adjust For Incremental Increase/(Decrease) in
Value of All Other Outstanding Equity Grants
Year      SCT Total      Subtract
 Pension
 Value
 reported
in SCT
     Subtract
 Grant Date
 Fair Value
 as reported
in SCT
     Add
Fair Value
at 12/31
     Add Change
 in Fair Value
 of Unvested
Awards as
of 12/31
     Add Change
 in Fair Value
of Awards
Vested
during Year
     Forfeited
during Year
     Accrued
Dividend
Equivalents
     CAP
2022   $ 5,191,453   $ $ (3,358,315)  $ 2,970,644     $ (600,525)      $ (459,070)    $      $ 187,462 $ 3,931,649
2021 4,086,801 (2,132,295) 4,334,855 4,842,400 3,498,433 80,938 14,711,132
2020 4,976,641 (151,488) (3,541,824) 11,427,713 9,245,824 1,569,827 (248,590) (1,917) 23,276,187
(A) In determining the fair value of unvested equity awards, we applied the same methodology used to determine grant date fair value of equity awards for purposes of accounting for share-based payments as described in our 2022 Form 10-K, but calculated fair value as of the last day of the year. Factors impacting the fair value of the equity awards primarily relate to the price of our common stock at year end, as well as the projected and actual achievement of performance goals related to our PSUs.

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Comparison of Compensation Actually
Paid to Total Stockholder Return


   
Compensation Actually Paid vs. Net Income [Text Block]

Comparison of Compensation Actually
 Paid to Net Income

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Comparison of Compensation Actually
Paid to Return on Investment


   
Total Shareholder Return Vs Peer Group [Text Block]

Value of Initial Fixed $100 Investment Based on
Total Stockholder Return


   
Tabular List [Table Text Block]

Performance Measures

As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. The metrics that we use under our AIP and LTIP are selected with the objective of linking our NEO’s compensation to the key metrics driving our future growth and incentivizing our NEOs to focus on critical elements of our strategic priorities each year. In accordance with the requirements of Item 402(v) of Regulation S-K, the most important financial and non-financial performance measures used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:

      MOST IMPORTANT PERFORMANCE MEASURES (WITHOUT RANKING)      
Return on Investment
Consolidated Adjusted EBITDA
     
Relative TSR
Copper Sales

   
Total Shareholder Return Amount $ 297.71 321.27 199.07
Peer Group Total Shareholder Return Amount 178.99 157.75 116.44
Net Income (Loss) $ 3,468,000,000 $ 4,306,000,000 $ 599,000,000
Company Selected Measure Amount 0.2679 0.3850 0.1169
PEO Name Richard C. Adkerson Richard C. Adkerson Richard C. Adkerson
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Return on Investment    
Non-GAAP Measure Description [Text Block]
(7) While we use numerous financial and non-financial performance measures for the purpose of evaluating performance under our AIP and LTIP, we believe that ROI represents the most important performance measure (that is not otherwise required to be disclosed in the table) we use to link compensation actually paid to our executive officers to company performance. Per SEC guidance, the table reflects our annual ROI for each year; however, we use a three-year average ROI to measure performance for purposes of the PSUs granted under our LTIP.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Consolidated Adjusted EBITDA    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Copper Sales    
P E O Subtract Pension Value Reported In S C T [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (3,505,075) $ (3,163,533) $ (2,869,719)
P E O Subtract Grant Date Fair Value As Reported In S C T [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (11,036,050) (9,818,515) (9,683,022)
P E O Add Fair Value At 12. 31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 10,018,375 24,933,600 39,619,191
P E O Add Change In Fair Value Of Unvested Awards As Of 12. 31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,674,233) 25,690,784 23,782,666
P E O Add Change In Fair Value Of Vested Awards During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,664,116) 18,530,775 3,477,499
P E O Forfeited During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
P E O Accrued Dividend Equivalents [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,503,807 401,757 0
N E O Subtract Pension Value Reported In S C T [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 (151,488)
N E O Subtract Grant Date Fair Value As Reported In S C T [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,358,315) (2,132,295) (3,541,824)
N E O Add Fair Value At 12. 31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,970,644 4,334,855 11,427,713
N E O Add Change In Fair Value Of Unvested Awards As Of 12. 31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (600,525) 4,842,400 9,245,824
N E O Add Change In Fair Value Of Awards Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (459,070) 3,498,433 1,569,827
N E O Forfeited During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 (248,590)
N E O Accrued Dividend Equivalents [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 187,462 $ 80,938 $ (1,917)