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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay-Versus-Performance

The following section has been prepared in accordance with the SEC’s 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 38 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)
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)				Average Compensation Actually Paid to Non-PEO NEOs (4)		Total Stockholder Return		Peer Group Total Stockholder Return (5)		Net Income ($ in MM) (6)		Return on Investment (7)

2023		$24,017,321		$25,276,163		$5,123,031		$5,798,178		$338.45		$218.23		$1,848		17.77%

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%

(1)	For each fiscal year included in the table, Richard C. Adkerson served as our principal executive officer (PEO).

(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 FCX 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

2023	$	24,017,321	$	(3,904,609	)	$	(12,518,840	)	$	12,051,685	$	134,268		$	5,037,937		$	—	$	458,401	$	25,276,163

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 2023 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.

(3)

Our NEOs (other than Mr. Adkerson) for each fiscal year included in the table were as follows: 2023 and 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 52 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 FCX 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

2023	$	5,123,031	$	(311	)	$	(3,266,249	)	$	3,152,590	$	113,415		$	576,402		$	—		$	99,300		$	5,798,178

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)

10-K,

(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.

(6)	Net income represents net income attributable to common stock as reported in our consolidated financial statements that appear in our Annual Report on Form 10-K.

(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.

Company Selected Measure Name

ROI

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

S-K

included in our Annual Report.

PEO Total Compensation Amount

$ 24,017,321

$ 20,521,929

$ 19,111,894

$ 16,720,881

PEO Actually Paid Compensation Amount

$ 25,276,163

7,164,637

75,686,762

71,047,496

Adjustment To PEO Compensation, Footnote

(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,

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

2023	$	24,017,321	$	(3,904,609	)	$	(12,518,840	)	$	12,051,685	$	134,268		$	5,037,937		$	—	$	458,401	$	25,276,163

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)

10-K,

Non-PEO NEO Average Total Compensation Amount

$ 5,123,031

5,191,453

4,086,801

4,976,641

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,798,178

3,931,649

14,711,132

23,276,187

Adjustment to Non-PEO NEO Compensation Footnote

(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.

S-K,

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

2023	$	5,123,031	$	(311	)	$	(3,266,249	)	$	3,152,590	$	113,415		$	576,402		$	—		$	99,300		$	5,798,178

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)

10-K,

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

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: