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:

LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

Our board of directors has remained steadfast in prioritizing the health and well-being of our workforce, supporting our communities, serving our customers, and positioning Freeport-McMoRan for long-term success in the midst of the global pandemic and economic uncertainty. Our global team responded to the challenges of this past year and delivered exceptional performance, outperforming all of our peers on a stockholder return basis and finishing the year as the eighth best-performing stock in the S&P 500.

Early in 2020, we proactively implemented protective health protocols throughout our global operations that followed international and local guidelines and continued to enhance those protocols throughout the year. We also took various steps to support our local host communities and indigenous neighbors to help them navigate the pandemic. Our board remains actively engaged with management in guiding these initiatives and is regularly updated on the company’s actions to address the ongoing impacts of the pandemic on our business and stakeholders.

Freeport-McMoRan also achieved significant environmental, social and governance (ESG) related milestones in 2020. We published new climate and water reports, established a 2030 greenhouse gas (GHG) emissions reduction target for the Americas and committed to aligning our climate strategy and related disclosures with the Task Force on Climate-related Financial Disclosures (TCFD). We also committed to the Copper Mark, a new comprehensive industry-specific assurance framework that promotes responsible production practices in alignment with the United Nations Sustainable Development Goals. We continue to focus on human capital management, with progress made on strengthening inclusion and diversity initiatives across our workforce. Finally, we have committed to reporting in line with the Sustainability Accounting Standards Board (SASB) framework. Our board understands that robust ESG practices, transparency, and reporting are integral components of producing sustainable long-term value for all of our stakeholders.

In February 2021, in connection with the retirement of our non-executive chairman, Gerald J. Ford, our board elected our chief executive officer, Richard C. Adkerson, as chairman, and me as lead independent director. We are immensely thankful to Mr. Ford for his leadership, legacy of service, and leading independent oversight by our board. Mr. Adkerson has 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. My fellow independent directors and I will continue to provide Mr. Adkerson and the rest of the management team with independent counsel and oversight to drive sustainable, long-term value creation.

As part of our ongoing review of our board’s composition, we remained committed to recruiting additional independent directors who would expand our board’s skillsets, perspectives and capabilities. Following a robust search process, we recently welcomed David P. Abney, retired Chairman and Chief Executive Officer of United Parcel Service, Inc., and Robert W. Dudley, retired Group Chief Executive of BP, p.l.c., to our board. Messrs. Abney and Dudley both bring exceptional track records of leadership and experience in a wide range of matters relevant to the company, including global business, corporate governance, and sustainability. The addition of these directors is consistent with our objectives of having 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. Our director recruitment efforts are ongoing and further additions to the board are anticipated.

I look forward to continuing to engage with our stockholders as part of the company’s ongoing engagement program. I have valued the opportunities to hear your feedback on topics important to you over the past few years. On behalf of the board, of directors, thank you for your continued trust and investment and trusting us to oversee the long-term success of Freeport-McMoRan.

Our hearts go out to all affected by the current global health crisis. We are especially grateful to medical personnel and all on the front lines helping those in need. Our company’s principal focus is on the health, safety and well-being of our global workforce, their families and the communities where we operate.

Our management team has substantial experience in successfully navigating challenging conditions. We remain confident about the importance of copper’s role in the global economy and the long-term positive future for our business that will benefit all stakeholders—our workers; the communities where we operate; our business partners and contractors; governments where our resources are located; and you, our stockholders.

In 2019, we continued to build a strong foundation for long-term stockholder value as we advanced key operational initiatives, enhanced our board composition and reiterated our long-standing commitment to sustainable and responsible copper mining.

Building on Strength.In the last year, our board and management team prioritized and advanced three key operational initiatives to strengthen our cost position and enhance future cash flows and long-term value for our stockholders. We remain on schedule to establish large-scale production from our high-grade,low-cost and long-lived underground ore bodies at Grasberg; our Lone Star project in Arizona is expected to be commissioned this year; and we are utilizing innovation and technology tools to enhance productivity and unit cost performance in the Americas. These initiatives are expected to create value for our stockholders and advance our long-term strategy.

Enhancing Board Composition and Ongoing Director Recruitment Efforts. Enhancing the composition and size of our board remains one of our top priorities. Last year, the nominating and corporate governance committee led a robust search process, detailed in this year’s proxy statement. Through this process, we welcomed John J. Stephens, Senior Executive Vice President and Chief Financial Officer of AT&T, to our board and audit committee in October 2019. Mr. Stephens brings a depth of experience in accounting, financial planning, corporate development, auditing and technology that complements our existing skill sets and experiences. Our ongoing director recruitment efforts remain focused on thoughtfully enhancing and broadening our board’s capabilities and business experience.

Our Commitment to Sustainable and Responsible Copper Mining. We have long embraced sustainability in all aspects of our business, driven by our core values – safety, respect, integrity, excellence and commitment – and overseen by our corporate responsibility committee. We are committed to meeting the highest standards of environmental stewardship across our operations, respecting human rights in all of our business practices, and prioritizing the health, safety and well-being of our employees and the communities where we live and work because these efforts underpin our ability to provide sustainable long-term value creation. As part of our commitment to increase transparency and accountability, during 2019 we provided enhanced public disclosures of our tailings management and stewardship program, available on our company website. During 2020, we plan to publish reports on climate and water – two critical issues for our business and our stakeholders.

Navigating the Impact ofCOVID-19. As a result of the public health impact of theCOVID-19 pandemic and to prioritize the health and well-being of meeting participants, this year’s annual meeting will be conducted virtually via a live audio webcast. The attached notice of 2020 annual meeting of stockholders and proxy statement provide you with information on how to join the annual meeting online and the business to be conducted at the annual meeting. My fellow directors and I are continuing our active oversight role as we counsel management during this period of rapid change triggered by the global health crisis and disruption to the global economy. Thank you for your continued support and trust in us as we execute on our commitments to you.company.

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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Cautionary Statement Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements, which are all statements other than statements of historical facts. 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 Form10-K for the year ended December 31, 2019 (20192020 (2020 Form10-K), filed with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements. This proxy statement also contains certain financial measures that are not recognized under U.S. 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. Please refer to Annex A to this proxy statement for a reconciliation of suchnon-GAAPadjusted EBITDA to net income, the most directly comparable GAAP financial measures to amounts reported in our consolidated financial statementsmeasure, and other information regarding suchnon-GAAP measures.our calculations for net debt and consolidated unit net cash costs.

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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.

 

The above statistics are calculated as of the record date, April 12, 2021 with respect to our director nominees.

Key Topics Discussed in 2019 EngagementDiverse Experience, Qualifications, Attributes and Skills
✓		Senior Leadership Experience		✓		Natural Resources, Mining, Metals Industry Experience		✓		International Business/Global Affairs
✓		Sustainability		✓		Operational Management/Risk Management		✓		Accounting/Financial Expertise
✓		Company strategy and capital structure		✓		Human capital management including diversity and inclusion
✓		Board composition and ongoing recruitment effortsGovernment, Legal and/or Regulatory Compliance		✓		Human rights practices and programs
✓Public Company Board Experience		Executive compensation practices✓		✓		Environmental performance including climate risk and tailings management
✓		Governance practices and stockholder rights		✓		Enhancing ESG disclosures Capital Markets/Banking

Executive Compensation Highlights (page 24)28)

 

• MajorityIn response to the COVID-19 pandemic, our two most senior executives voluntarily agreed to reduce their 2020 base salaries by 25% and further agreed to take 90% of the reduced salaries in the form of restricted stock units (RSUs) instead of cash to help preserve liquidity. • A majority of our executive officers’ target direct compensation isat risk and requires measurable performance and increases in stock price under our annual incentive (AIP) and long-term incentive (LTI)(LTIP) programs.   o   Annual incentive   No adjustments to our AIP or LTIP performance targets or results; AIP awards for 20192020 earned at 114.4%143.9% of target based on performance metrics, butmanagement recommended and the compensation committee approved a reduction inexercised negative discretion to reduce the payouts to 100%125% of target in part due to our COVID-19 related cost reductions.
o   Payout of 20172018 performance share units (PSUs) in early 20202021 at85.9%116% of target based on achievement of companylong-term performance metrics.   • Annual incentive programAIP usesfinancial, operational safety, environmental and social responsibilityESG metrics to measure performance.   • 75%100% of LTI program isour CEO’s 2020 LTIP award was performance-based, including: 67% PSUs (50% of LTI) with(with payout based on achievement of ROIreturn on investment (ROI) metrics with a TSR modifier,total stockholder return (TSR) modifier) and 33% stock options (25% of LTI) with(with ultimate value baseddependent on increases in stock price.price).

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Board Refreshment Update (page 9)

Board Composition Overview (page 9)

Independence		Diversity		Average Age		Average Tenure

Diverse Board Skills and Experience (page 19)

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STOCKHOLDER AND STAKEHOLDER ENGAGEMENT

Engagement Approach for All Stakeholders

We believe effective stakeholder engagement is founded on transparency and meaningful dialogue. Our goal is to foster mutual understanding, trust and cooperation with our broad range of stakeholders including our stockholders, employees, communities, customers and suppliers, regulators and policymakers, host governments and nongovernmental organizations. We recognize that the interests and concerns of our various stakeholders can change over time. To learn about these changing needs and expectations, we believe ongoing, constructive and proactive engagement is imperative. This dialogue strengthens our company by providing us access to our stakeholders’ valuable perspectives on the topics that matter to them. These conversations inform our board’s decision-making, including on our policies, practices, programs and initiatives. These engagements are also an opportunity to share information about our strategy, practices and performance. Responsibility for engaging with stakeholder groups is widely shared across the company and we engage through numerous channels, with dedicated oversight, as discussed in more detail below, from our board’s corporate responsibility committee and management’s sustainability development leadership team.

Stockholder Engagement

We maintain an ongoing, proactive stockholderand expansive stakeholder engagement program. Direct engagement with our stockholders is a critical pillar of this program. Our board and management have a history of engaging with stockholders and incorporating feedback into their decision-making processes. Throughout the yearWe also maintain dialogue and gather input from our chief executive officer, chief financial officerbroader group of stakeholders including governmental organizations and vice president of investor relations meet, by teleconference andface-to-face, with current and prospective stockholders to discuss our strategy, business and financial results. Our corporate secretary together with other members of management and, from time to time, ournon-executive chairmanNGOs, customers and the chair of our compensationcommunities in which we operate. The board’s corporate responsibility committee engage stockholders to solicit their views and feedback on corporate governance, compensation, environmental, social and other related matters and to discuss the issues that matter most to our stockholders. As partmanagement’s sustainability development leadership team provide oversight of our engagement efforts, we also reach out to proxy advisory firms regarding these matters. Stockholder feedback is shared with our board and its committees and the continuous evolution of our governance framework and compensation practices is a product of the board’s responsiveness to stockholder input.efforts.

Following our 2019 annual meeting, we continued our outreach efforts and dialogue with stockholders, seeking meetings with 18 stockholders representing over 41% of our outstanding common stock and ultimately engaging with 11 stockholders representing over 22% of our outstanding common stock. We also engaged with two proxy advisory firms. Company participants included our senior vice president and general counsel, assistant general counsel and corporate secretary and our newly hired director of environmental, social and governance (ESG) relations. We received positive feedback from our stockholders regarding our compensation program and governance practices. Key topics discussed during these engagements are highlighted in the table below.

SUSTAINABILITY Freeport-McMoRan is a leading responsible copper producer. We are committed to meeting the highest standards of environmental stewardship across our 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. We recognize that the long-term success of the company and sustainable value creation are dependent on effective management, integration and governance of key ESG matters. Our focus on responsible copper production is visible in everything we do, driven by our core values of safety, respect, integrity, excellence and commitment. Our values represent who we are and how we work – everyone, everywhere and every day.
By supplying responsibly produced copper, we are proud to be a positive contributor to the world well beyond our own operational boundaries.

SUSTAINABILITY

We are committed to meeting the highest standardsBoard Oversight and Management of environmental stewardship across our operations, respecting human rights in all of our business practices, and prioritizing the health, safety and well-being of our employees, contractors and communities where we operate.

Our focus on responsible copper production is visible in everything we do, driven by our core values ofsafety, respect, integrity, excellence and commitment. Our values represent who we are and how we work – everyone, everywhere, and every day.

GovernanceSustainability

The corporate responsibility committee (CRC), on behalf of ourthe board, of directors, is responsible for providing advice, recommendations and oversight to the company’s management team on environmental and social matters. Our corporate responsibility committeeThe CRC regularly reviews the effectiveness of management’s strategies, programs and policy implementation with respect to safety and health, and safety, security, human rights, employees and communities (including diversity and inclusion), the environment – including climate related risks and opportunities, water management, tailings stewardship, community investment programs, government and stakeholder relations, and political and charitable contributions.

During 2019, the corporate responsibility committee oversaw a variety of environmental and social matters, with a particular focus on the following topics:

The corporate responsibility committee’s oversight and engagement with management goes beyond the boardroom. In October 2019, the chair of the corporate responsibility committee visited our Sierrita and Miami operations in Arizona, with a focus on reviewing first-hand the company’s closure programs and tailings management systems for active storage facilities. The committee has played an active role in shaping the company’s Tailings Stewardship Program since its inception more than 15 years ago. During 2019, the committee supported the company’s initiatives to enhance transparency and accountability through enhanced public disclosures of itsresponsible production frameworks, tailings management and stewardship, programclimate change, water stewardship, biodiversity, waste management, human capital management (including inclusion and received regular updates from management regardingdiversity initiatives), human rights, stakeholder relations, social performance and Indigenous Peoples, responsible sourcing, and political activity and spending practices. During 2020, the ongoing Global Tailings Standard development efforts.    

Our chief executive officer has ultimate responsibility forCRC met three times and a member of the company’s sustainability performance. The company’s sustainable development leadership team (SDLT) is responsible for defining the strategy and implementing our policies and systems forCRC participated directly in several stockholder engagement calls to solicit feedback on our sustainability programs. The SDLT reports onprograms and practices. Additionally, the audit committee and the governance committee conduct oversight of certain key ESG matters to the chief executive officermatters. The audit committee conducts oversight of global compliance, information technology security and other executive leaderscybersecurity. The governance committee conducts oversight of corporate governance practices and ultimately to the corporate responsibility committee. The SDLT is sponsored by our senior vice president and chief administrative officer and is led by our vice president—environmental services and sustainable development, with participation by our chief operating officer, business unit presidents, and senior representatives from our safety, security, supply chain, human resources, sales, legal, compliance, environmental, community and finance teams. In connection with our ongoing efforts to continuously improve our financial stakeholder engagement, during 2019, we also established a new position and hired a director of environmental, social and governance (ESG) relations to proactively lead our ESG engagement efforts.procedures.

Our chairman and CEO has ultimate responsibility for the company’s sustainability performance. Executive officers are held accountable for the company’s sustainability performance through the company’s performance-based AIP. In 2020, ESG metrics collectively accounted for 25% of the AIP (15% safety and 10% sustainability). See “Executive Compensation – Compensation Discussion and Analysis – Principal Components of Executive Compensation” for more information.

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Our executive officers are held accountable for the company’s sustainability performance through the company’s performance-based annual incentive program (AIP).2020 Sustainability metrics (safety, environmental, social responsibility) collectively account for 25% of the AIP. The principal components of our environmental/social responsibility scorecard are summarized in the table below. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.Highlights

2019 Sustainability Program HighlightsAligns with International Best Practices

We are proud of our commitment and ongoing progress towards responsibly managing our ESG performance. Key highlights during 2019 include:

For more information regardingDevelopment (OECD) Step 5 Report. We further enhanced our sustainability programs, including policies, management systems and performance data, please refer todisclosures by preparing our websitefcx.com/sustainability and our“Working Toward Sustainable Development” (WTSD) reports, which we have published annually since 2001. These reports, which are prepared2020 Annual Report on Sustainability in accordance with the GRISASB standards for our industry, as well as the Global Reporting Initiative (GRI) Standards Core option and the G4 Mining and Metals Sector supplement and independently assured, reflect our commitment to transparency and reporting obligations as a founding membersupplement. We also accelerated the timing of the ICMM. Thepublication of our 2020 Annual Report on Sustainability to align with the publication of this proxy statement to provide the latest available ESG disclosures. Our 2020 Annual Report on Sustainability, which we have published annually since 2001, is available on our website at fcx.com under “Sustainability – Reports and Documents” and is independently assured. Our 2019 WTSD report will beClimate Report, 2019 Water Report and OECD Step 5 Reports are also available on our website at fcx.com under “Sustainability – Reports and Documents.”

In 2020, we also committed to the Copper Mark, a new, comprehensive assurance framework that promotes responsible production practices and demonstrates the industry’s contribution to the United Nations Sustainable Development Goals. It is the first and only framework developed specifically for the copper industry and enables each site to demonstrate to customers, investors, final manufacturers and other stakeholders their responsible production performance. To date, six of our sites have been validated by the Copper Mark including our Cerro Verde mine in June 2020.Peru, El Abra mine in Chile, Atlantic Copper smelter and refinery in Spain, Morenci mine and Miami smelter in Arizona and El Paso refinery in Texas. We have plans to validate all of our copper producing sites against the Copper Mark requirements.

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Climate Change

In 2020, we published our inaugural climate report, established our first GHG emissions reduction target for the Americas and committed to aligning our climate strategy and related disclosures with the recommendations of the TCFD in the coming years. We formalized our climate change strategy, founded on three pillars:

Later in 2021, we plan to publish an updated climate report that will include a summary of the results and recommendations from our global climate scenario analysis, which is currently underway and in line with recommendations from TCFD. We also plan to provide an update on the progress on our climate strategy. To learn more about our climate change efforts in 2020 and our plans moving forward, please refer to our 2020 Annual Report on Sustainability and our 2019 Climate Report available on our website at fcx.com under “Sustainability – Reports and Documents.”

Inclusion and Diversity

To support our workforce transformation, engagement and ongoing talent development, we strengthened our Human Resources department in 2020 and established two new positions: chief human resources officer and vice president – transformation and organizational development, which maintain specific responsibility for inclusion and diversity efforts.

We are committed to fostering a culture that is inclusive and representative of the communities where we operate. In 2020, as part of our broader organizational development efforts, we made several advancements aimed at refocusing and strengthening the governance, resourcing and strategic direction of our global inclusion and diversity program, including the following:

As part of ongoing efforts to support our understanding, tracking, and transparency of inclusion and diversity within our employee population, we disclosed additional metrics in our 2020 Annual Report on Sustainability. Our 2020 consolidated North America diversity metrics are in line with the categories set forth by the United States Equal Employment Opportunity Commission.

To learn more about our inclusion and diversity efforts in 2020 and our plans moving forward, please refer to our 2020 Annual Report on Sustainability available on our website at fcx.com under “Sustainability – Reports and Documents.”

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CORPORATE GOVERNANCE

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.

OurBoard Leadership Structure

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. While our by-laws and corporate governance guidelines do not require our chairman of the board and principlesCEO positions to be separate, these positions were separate at our company from 2003 until recently. In February of business conduct are available on2021, our websiteformer non-executive chairman, Mr. Ford, announced his intention to retire as a director effective upon the expiration of his current term atfcx.com under “About Us – Corporate Governance – Governance Documents” the annual meeting. In connection with his announcement, Mr. Ford also stepped down from his position as non-executive chairman of the board.

With Mr. Ford’s planned retirement, our board considered the relative benefits of combining the chairman and are availableCEO positions versus retaining separate roles with an independent chairman in print upon request. Amendments to or waiversour current environment. After considering the perspectives of our principles of business conduct granted to anyindependent directors, views of our stockholders and recent governance trends, the board unanimously concluded that Richard C. Adkerson, our current CEO and a recognized business leader in the mining industry, 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 stakeholders, all of which are important in light of the ongoing COVID-19 pandemic, the continued ramp-up of underground mining at PT Freeport Indonesia (PT-FI) and the prioritization of the company’s long-term development opportunities during 2021. Mr. McCoy’s appointment as lead independent director enhances the strong independent oversight function of the board, which is composed exclusively of independent directors or(other than Mr. Adkerson), all of whom are highly qualified and experienced.

The board believes this governance structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors and is in the best interest of the company and its stockholders at this time.

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

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Board Composition and Refreshment

In accordance with our corporate governance guidelines, the nominating and corporate governance committee reviews annually the composition and size of the board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets and experience on our board. EnhancingOur board currently consists of eight members, seven of whom the composition and sizeboard has affirmatively determined are independent. Each of our board wascurrent directors has been nominated to stand for re-election at our 2021 annual meeting, except for Mr. Ford who has expressed his intention to retire as a priority indirector effective upon the expiration of his current term at the annual meeting. Since 2019, and will continuewe have added three new independent directors to be a priority in 2020. Between March 2018 and Marchthe board.

In 2019, our board size decreased from eight directors to five directors asgovernance committee initiated a result of the unexpected death of onerobust director and the resignation of two directors who served as designees of one of our largest stockholders at the time in accordance with the terms of a nomination and standstill agreement. Following these transitions andsearch process in response to feedback obtained during our annual board evaluation process. To facilitate this process, our nominating and corporatethe governance committee initiated a diligent director search process. The committee engaged aan independent global search firm to assist with identifying, evaluating and evaluatingrecruiting a diverse pool of potential director candidates,candidates. This search process has resulted in the appointment of three new independent directors to the board since 2019: John J. Stephens in October 2019 and, most recently, David P. Abney and Robert W. Dudley in April 2021. Our two newest directors, Messrs. Abney and Dudley, are exceptional leaders with particular interest in financial experts, candidates withproven track records and experience in complex global business, including corporate governance, sustainability, extractives industry experience, supply chain resilience and logistics, and a wide range of other matters relevant to the extractives industriescompany. These additions to our board are consistent with our objective to have a board with expansive and international/diverse experience, a deep understanding of the challenges and opportunities associated with our global affairs,business and proven senior executives. In workinga focus on value and sustainability for the benefit of all stakeholders. Our director recruitment efforts are ongoing with the assistance of the search firm and further additions to the board are anticipated. The committee emphasizedcontinues to emphasize the importance of diversity and in accordance with our board diversity policy, has instructed the firm to include women and persons of ethnic and racial diversity in the pool of candidates.

In evaluating potential director candidates, the nominating and corporate governance committee considers the board membership criteria set forth in our corporate governance guidelines and also evaluates each candidate in the context of the board as a whole. Through this process, several strong candidates have been identified, including John J. Stephens, Senior Executive Vice President and Chief Financial Officer of AT&T, who was appointed to our board and as a member of our audit committee in October 2019. Mr. Stephens brings a depth of experience in accounting, financial planning, corporate development, international business, auditing and technology that complements our board’s existing skill sets and experiences. Our director recruitment efforts are ongoing and we are currently in discussions with other potential candidates that have been identified through this process. Our board remains focused on thoughtfully enhancing and broadening its capabilities by engaging directors who can contribute to our board’s robust independent oversight, and create long-term value.

Our board currently consists of six members, five of whom the board has affirmatively determined are independent. Our directors represent a range of tenures and overall experience, which contributes to a variety of perspectives and ensures transition of knowledge from longer-serving members to newer members of our board. We have a balance of new and long-standing directors, with the average tenure being 10 years. Our directors range from 58 to 75 years of age, with the average age being 66.8 years. In addition,one-third of our directors are considered gender or ethnically diverse. Each of our current directors has been nominated to stand forre-election at our 2020 annual meeting. Our nominating and corporate 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 as we continue to address challenges and position the company for long-term success.

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Board Leadership StructureSuccession Planning for Senior Executives

The board believesis focused on ensuring that the decision to combine or separate the positions of chairmancompany 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 chief executive officer is highly dependent onother key senior executives and annually review the strengths and personalities ofcompany’s succession plans for all key senior executives with input from the individuals involved. In addition, the decision must take into account current business conditions and the environment in which the company operates. While ourby-laws and corporate governance guidelines do not require our chairman of the board and chief executive officer positions to be separate, these positions have been separate at our company since 2003 with an independent director serving asnon-executive chairman of the board since 2015. The board believes that having separate positions continues to be the appropriate leadership structure for the company at this time. The responsibilities of ournon-executive chairman of the board include:CEO.

Emergency Succession Plan

Long-Term Succession Plan

relevant growth opportunities. The board believes this structure provides an effective balance between strong company leadershipgains insight through direct exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and appropriate safeguardsparticipation in board activities.

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

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Board Committees

The board has four primary standing committees: an audit, committee, a compensation, committee, a nominatinggovernance and corporate governance committee, and a corporate responsibility, committee, each of which is composed entirely of independent directors.directors and regularly reports to the full board. Each committee also operates under a written charter adopted by the board. AllSee “Corporate Governance – Availability of the committee charters are available on our website atfcx.com under “About Us – Corporate Governance – Board Committees and Charters” and are available in print upon request. The following table identifies the current committee members.Documents” for more information.

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Audit Committee.The audit committee assists the board in fulfilling its oversight responsibilities relating to: (1) the effectiveness(*) As previously disclosed, Mr. Ford will retire as a director effective as of the company’s internal control over financial reporting; (2) the integritydate of the company’s financial statements; (3) the company’s compliance with legalour 2021 annual meeting. Messrs. Abney and regulatory requirements; (4) the qualifications and independence of the company’s independent registered public accounting firm; and (5) the performance of the company’s independent registered public accounting firm and internal audit firm. See “Audit Committee Report” for more information. The audit committee held four meetings in 2019.

Compensation Committee.The compensation committee assists theDudley have not yet been assigned to any committees as our board in fulfilling its oversight responsibilities by (1) discharging the board’s responsibilities relating to compensation of the company’s executive officers; (2) overseeing the form and amount of director compensation; and (3) administering the company’s cash-based and equity-based incentive compensation plans. See “Corporate Governance – Compensation Committee Procedures” for more information. The compensation committee held five meetings in 2019 (three regular and two special).

Nominating and Corporate Governance Committee. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities by (1) identifying and formally considering and recommending to the board, candidates to be nominated for election orre-election to the board at each annual meeting of stockholders or as necessary to fill vacancies and newly-created directorships; (2) monitoring the composition of the board and its committees and making formal recommendations to the board on membership of the committees and committee structure; (3) 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 proceduresis currently in the company’s corporate governance framework, including maintaining the company’s corporate governance guidelines and recommending to the board any desirable changes; (4)process of reviewing and, as necessary, making recommendations to the board with respect to stockholder proposals; and (5) evaluating the effectiveness of the board, its committees and management. The nominating and corporate governance committee held three meetings in 2019 (two regular and one special).assignments.

Corporate Responsibility Committee.The corporate responsibility committee assists the board in fulfilling its oversight responsibilities with respect to the company’s (1) environmental policy and implementation programs; (2) tailings management and stewardship program; (3) human rights policy and practices; (4) safety and health policies and programs; (5) community health programs and related public health and medical matters; (6) community policy and practices, governmental and stakeholder relations, and social investment and sustainable development programs; (7) programs to evaluate and address climate-related impacts and opportunities; (8) charitable contributions; and (9) political activity and spending practices. The corporate responsibility committee held three meetings in 2019.

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Compensation Committee Procedures

The compensation committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and annualAIP and LTI programLTIP criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plan. The compensation committee also reviews, approves and recommends to the board any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely to expose the company to material risks. In addition, the compensation committee annually recommends to the board the slate of officers for the company, periodically reviews the functions of our executive officers and makes recommendations to the board concerning those functions.

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

Limitation on Additional Board and Committee Service

It is the expectation of the board that every member devotes the significant time and attention necessary to fulfill their duties as a director. Our corporate governance guidelines establish the following limits on our directors serving on public company boards and audit committees:

The governance committee may approve exceptions to these limitations under certain circumstances. 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 public company of which such director is a member.

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Board and Committee Evaluation Process

Our board and each of its committees have a robust 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 2020, like in previous years, the multi-step evaluation process was conducted using written board and committee self-assessment questionnaires. However, in March 2021, following a review of the evaluation process by the lead independent director and the new 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 will use the revised multi-step process as summarized in the chart below for the 2021 evaluation process.

Director Candidates Submitted by Stockholders

Non-Proxy Access Nominations

The nominating and corporate 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.

In addition, ourby-laws permit stockholders to nominate candidates directly for consideration at next year’s annual meeting of stockholders. Anynon-proxy access nomination must be in writing and received by our corporate secretary at our principal executive office no later than April 4, 2021.March 10, 2022. 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 6090 days prior to the date of the 20212022 annual meeting or 10 days following the public announcement of the date of the 20212022 annual meeting. Any stockholder submitting anon-proxy access nomination under ourby-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 (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 ourby-laws. Nominations should be addressed to: Corporate Secretary, Freeport-McMoRan Inc., 333 North Central Avenue, Phoenix, Arizona 85004.

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Proxy Access Nominations

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

A stockholder, or a group of up to20 stockholders, owning3% or more shares of our outstanding common stock continuously for thethree 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 ourby-laws

Any director nomination pursuant to our proxy accessby-law must be in writing and received by our corporate secretary at our principal executive office no later than December 23, 2020.2021. 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 20212022 annual meeting or 10 days following the public announcement of the date of the 20212022 annual meeting. Any stockholder submitting a nomination under our proxy accessby-law procedures must comply with the procedure, notice and information requirements in Article IV, Section 12 of ourby-laws. Nominations made pursuant to our proxy accessby-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.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 thenon-executive chairman lead independent director of the board or the appropriate director or directors for response.

Availability of Corporate Governance Documents

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

Director and Executive Officer Stock Ownership Guidelines

To promote greater alignment with our stockholders and reinforce the importance of stock ownership and long-term focus, we have stock ownership guidelines applicable to ournon-management directors and executive officers.

The value of the stock ownership is calculated based on theone-year and five-year three-year trailing average monthlymonth-end stock price. Shares of our common stock currently owned and not pledged, including shares issuable upon the vesting of outstanding time-vested RSUs and shares held in employee benefit plans and individual retirement accounts, count as stock owned for purposes of the stock ownership guidelines. Shares held in trust may also be included; however, due to the complexities of the trust laws, the decision to include the shares is made on acase-by-case basis after reviewing the nature of the specific trust involved and considering whether the individual has maintained a pecuniary interest in the shares. Common stock underlying PSUs and other performance-based equity awards will not be counted towards the target ownership level until such shares underlying outstanding stock option awards,are earned and issued, nor will shares owned on behalf of a spouse or children are not counted towardschildren.

Until the target level.

Stock ownership levels should be achievedlevel is met, executive officers shall retain 50% of the net, after-tax shares of FCX common stock received in connection with any equity-based awards granted by eachFCX, and non-management directors shall retain 100% of the shares of FCX common stock they receive in connection with any equity-based awards granted by FCX. Once the target ownership level is met, such executive officers and non-management directors are free to sell FCX shares in accordance with the requirements of FCX’s Insider Trading Policy, as applicable, provided their holdings do not fall below the target ownership level. If, after achieving the applicable target level of ownership, an executive officer or non-management director and executive officersubsequently falls out of compliance with these guidelines (including as soon as practicable or within four yearsa result of being appointed or elected toa decline in our stock price), the board or becoming an executive officer.applicable retention requirement described above will once again apply. As of the record date, all of ournon-management directors executive officers and all of our executive officersnon-management directors, except for our newest directors, Messrs. Abney and Dudley, who joined the board in April 2021, and Mr. Ford, who will retire as a director effective as of the date of our 2021 annual meeting, exceeded their target ownership levels.

Stock Ownership of Directors and Executive Officers

We believe that it is important for our directors and executive officers to align their interests with the long-term interests of our stockholders. We encourage stock accumulation through the grant of equity incentives to our directors and executive officers and through stock ownership guidelines applicable to our directors and executive officers.

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The table below shows the amount of our common stock beneficially owned as of April 8, 2020,12, 2021, by each of our current directors, our director nominees, our named executive officers (NEOs), and our current executive officers and directors as a group. Unless otherwise indicated, all shares shown in the table below are held with sole voting and investment power.

*         Ownership is less than 1%.

**       Recently appointed to the board in April 2021.

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Hedging and Pledging Policies

Our insider trading policy prohibits our executives and directors from entering into any hedging arrangements with respect to our securities and limits the ability of our executives and directors to pledge our securities. See “Executive Officer Compensation – Compensation Discussion and Analysis” for more information.

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PROPOSAL NO. 1:    ELECTION OF DIRECTORS

In February of 2021, our former non-executive chairman, Mr. Ford, announced his intention to retire as a director effective upon the expiration of his current term at the annual meeting, at which time the size of the board will decrease to seven directors. We are immensely thankful to Mr. Ford for his leadership, legacy of service, and leading independent oversight by our board.