David McAtee
Archer-Daniels-MidlandAbout David R. McAtee
David R. McAtee II, age 56, is an independent director at ADM, appointed November 1, 2024, and standing for his first annual election in 2025; he serves on the Nominating & Corporate Governance (NCG) and Compensation & Succession (CS) Committees . He is Senior EVP and General Counsel at AT&T (GC since 2015; previously SVP/Assistant GC 2012–2015), and earlier was a partner at Haynes and Boone and a federal judicial law clerk, bringing governance, risk management, regulatory, M&A, and data security expertise to ADM’s board . ADM classifies him as independent; the board reviewed ordinary‑course transactions with AT&T and determined they do not impair independence . As of March 21, 2025, he beneficially owned 683 ADM common shares (less than 1% of the class) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior EVP & General Counsel | 2015–present | Oversaw global legal matters including corporate governance, M&A, finance, supply chain, compliance, data security, and shareholder engagement . |
| AT&T Inc. | SVP & Assistant General Counsel | 2012–2015 | Supported enterprise legal, regulatory, and risk management initiatives . |
| Haynes and Boone, LLP | Partner | 1995–2012 | Litigation, antitrust, and government investigations; deep regulatory and risk expertise . |
| U.S. District Court, N.D. Texas | Law Clerk to Chief Judge | 1994–1995 | Judicial clerkship experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Methodist Health System | Board/Member | Current | Non‑profit board service . |
| St. Mark’s School of Texas | Board/Member | Current | Non‑profit board service . |
| Texas School of Law Foundation | Board/Member | Current | Non‑profit board service . |
| Dallas Citizens Council | Member | Current | Civic leadership . |
| Texas Access to Justice Commission | Member | Current | Legal access advocacy . |
| M.D. Anderson Cancer Center | Board/Member | Current | Non‑profit board service . |
| Wilson Center for Science & Justice (Duke Law) | Board/Member | Current | Non‑profit board service . |
| Various prior legal/civic roles | Board/Leadership | Prior | State Bar of Texas Executive Committee; The Dallas Assembly President; Texas Bar Journal Board Chair; Texas Bar Foundation Chair of the Fellows . |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance; Member, Compensation & Succession .
- Independence: Determined independent; AT&T ordinary‑course sales to ADM reviewed and found below thresholds and on arm’s‑length terms; independence not impaired .
- Attendance: In 2024 the board met 11 times; all incumbent directors attended at least 75% of board and applicable committee meetings; independent directors held seven executive sessions .
- Committee activity and independence:
- Compensation & Succession Committee: 7 meetings in 2024; all members independent under NYSE and bylaw standards; oversees exec comp, succession, clawback policies, and director compensation program .
- Nominating & Corporate Governance Committee: 4 meetings in 2024; all members independent; leads director evaluations, governance policies, board refreshment; oversaw McAtee’s appointment .
- Board refreshment and engagement: McAtee appointed Nov 2024; board emphasized control remediation and investor engagement; contacted holders of 51.8% of shares and engaged with holders of 23.5% in late 2024/early 2025 .
Committee Service Snapshot (2024)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation & Succession | Member | 7 | All members independent . |
| Nominating & Corporate Governance | Member | 4 | All members independent . |
Fixed Compensation
Director Compensation Program (Structure)
| Element | Amount/Terms |
|---|---|
| Annual retainer (non‑employee directors) | $330,000 (increased from $325,000 effective 2024 annual meeting) . |
| Cash election cap | Up to $125,000 of retainer may be taken in cash or stock units; remainder and all stipends paid in stock units . |
| Chair stipends | Lead Director $50,000 (from $40,000); Audit Chair $35,000; CS Chair $25,000; NCG Chair $20,000; Sustainability & Technology Chair $25,000 (from $20,000) . |
| Meeting fees | None; out‑of‑pocket travel reimbursed; limited perquisites . |
| Stock ownership guidelines | Directors to own over time shares/stock units equal to ≥5× the maximum cash portion of the annual retainer; hedging/pledging prohibited . |
2024 Fees Earned (Pro‑rated for appointment on Nov 1, 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Unit Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| David R. McAtee II | 20,720 | 33,981 | — | 54,701 . |
Performance Compensation
| Element | Performance Metrics | Vesting/Payment Mechanics |
|---|---|---|
| Stock units (director program) | None (not performance‑based) | Credited quarterly at FMV; fully vested; dividend equivalents credited in stock units; paid in cash on earlier of five years post‑year‑end for the credited quarter or separation from board; deferral available . |
| Options/PSUs for directors | None disclosed for non‑employee directors | N/A . |
Other Directorships & Interlocks
| Entity | Role/Relationship | Transaction/Interlock | Board Conclusion |
|---|---|---|---|
| AT&T Inc. | Officer (Senior EVP & GC) | Ordinary‑course sales to ADM of products/services on arm’s‑length terms | Below thresholds; no material interest; independence not impaired . |
| Public company directorships | None disclosed | — | — . |
Expertise & Qualifications
- Strategic planning, governance, risk management, data security, and shareholder engagement, developed as AT&T’s GC across complex global regulatory environments .
- Significant M&A and regulatory experience from law firm partnership (litigation, antitrust, investigations) and AT&T corporate roles .
- Technology risk understanding and data security oversight relevant to ADM’s Sustainability & Technology oversight framework .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 683 shares; percent of class “*” (<1%) as of March 21, 2025 . |
| Director stock units (through 12/31/2024, recorded 1/1/2025) | 676 units . |
| Hedging/Pledging policy | Hedging and pledging of company securities prohibited . |
| Ownership guidelines | ≥5× the maximum cash portion of annual retainer (max cash portion is $125,000) over time; time in role considered . |
| Pledged shares (directors/officers group) | None subject to pledge (group disclosure) . |
Governance Assessment
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Strengths:
- Independent director with deep governance, compliance, and cyber/data‑security expertise; serves on NCG and CS—committees central to board effectiveness, succession, clawbacks, and governance policy .
- Independence affirmed despite AT&T customer‑vendor ties; board determined arm’s‑length transactions below thresholds and immaterial for independence .
- Board attendance culture robust (≥75% for incumbents) and regular independent executive sessions (7 in 2024); committees active (CS 7; NCG 4) .
- Director pay predominantly equity‑linked stock units with mandatory equity portion, dividend equivalents, multi‑year payout, and ownership guidelines—aligning interests; hedging/pledging prohibited .
-
Watch items / potential conflicts (mitigated):
- AT&T ordinary‑course transactions create a potential appearance of conflict; board review concluded no material interest and independence intact; continue monitoring as oversight includes risk and compliance .
- Director compensation levels increased in 2024 (retainer and certain chair stipends); while aligned with market and still equity‑heavy, pay creep warrants periodic benchmarking and investor feedback review .
-
Shareholder engagement signals:
- Late‑2024/early‑2025 outreach contacted holders of 51.8% of shares; engaged with 23.5%; key topics included risk oversight, material weakness remediation, executive comp, and board composition—consistent with enhanced 2025 proxy disclosures .
- Lead Independent Director letter underscores board focus on internal controls and finance governance after a challenging year; notes McAtee’s early contributions to oversight .
No related‑person transactions for McAtee under Item 404(a) were reported in his appointment 8‑K; his director compensation follows ADM’s standard non‑employee program .