Debra Sandler
Archer-Daniels-MidlandAbout Debra A. Sandler
Independent director at ADM since 2016; age 65. Sandler is a consumer/food industry operator and marketer with leadership roles at Mars, Johnson & Johnson, and PepsiCo, and is President of LaGrenade Group (consulting). She brings marketing, consumer behavior, and food science/R&D expertise to ADM’s board; current public boards include Gannett, Dollar General, and Keurig Dr Pepper . She is classified as independent by ADM’s Board under NYSE and bylaw standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LaGrenade Group, LLC | President | 2015–present | Advises CPG clients on marketing innovation and business development |
| Mavis Foods, LLC | Chief Executive Officer | 2018–2024 | Founded startup; added operating/entrepreneurial lens to R&D and commercialization |
| Mars, Inc. | Chief Health & Wellbeing Officer | 2014–2015 | Health/wellness strategy for global CPG portfolio |
| Mars, Inc. | President, Chocolate, North America | 2012–2014 | Led large P&L; brand building and category leadership in confectionery |
| Mars Chocolate North America | Chief Consumer Officer | 2009–2012 | Consumer insights/marketing, brand equities |
| Johnson & Johnson | Various roles incl. Worldwide President, McNeil Nutritionals | 1999–2009 | Nutritionals leadership; regulated categories experience |
| PepsiCo | Various roles incl. Marketing VP | 1985–1999 | Large-scale consumer marketing; category management |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Gannett Co., Inc. | Director (public) | Current |
| Dollar General Corporation | Director (public) | Current |
| Keurig Dr Pepper Inc. | Director (public) | Current |
| Pharmavite, LLC | Board member (private) | Current |
| Hofstra University | Board member (non-profit) | Current |
| The Executive Leadership Council | Member | Current |
| Latino Corporate Directors Association | Board member | Current |
| Trewstar Corporate Board Services | Partner | Current |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent (Board-determined) |
| Board tenure | Director since 2016 |
| Committees | Audit; Nominating & Corporate Governance |
| Committee chair roles | None (current committee chairs: Audit – Burke; NCG – Moore) |
| Board/Committee activity (2024) | Board met 11x; Audit 17x; Compensation & Succession 7x; Nominating & Corporate Governance 4x; Sustainability & Technology 4x |
| Attendance | All incumbent directors attended ≥75% of Board and applicable Committee meetings in 2024 |
| Annual meeting attendance (2024) | All directors standing for election attended except Moore and Schlitz; implies Sandler attended |
| Independent executive sessions | Held seven times in 2024 |
| Stockholder engagement | Directors engaged with holders representing 23.5% of outstanding shares (contacted 51.8%) in late 2024/early 2025 |
| Governance limits | Directors limited to ≤4 public company boards (≤3 if a sitting CEO) |
Fixed Compensation
| Component | ADM Director Program | Debra A. Sandler – FY2024 Actual |
|---|---|---|
| Annual retainer | $330,000 (increased from $325,000 effective as of 2024 AGM); up to $125,000 may be taken in cash or stock units; remainder paid in stock units | $125,000 Fees Earned/Paid in Cash |
| Chair/Lead stipends (program) | Lead Director $50,000 (from $40,000); Audit Chair $35,000; Comp & Succession Chair $25,000; NCG Chair $20,000; Sustainability & Technology Chair $25,000 (from $20,000) | — |
| Equity (stock units) | Quarterly credited; fully vested; dividend equivalents credited as stock units; paid out in cash at separation or 5 years after year-end of credit; no meeting fees | $203,750 Stock Unit Awards |
| All other comp | Dividend equivalent stock units (and any match for donors, not applicable here) | $46,625 (dividend equivalents) |
| Total FY2024 | — | $375,375 |
Performance Compensation
| Metric/Instrument | Applies to ADM Directors? | Notes |
|---|---|---|
| Annual cash bonus (performance-based) | No | ADM does not pay director meeting fees or performance bonuses; compensation is retainer plus equity stock units |
| Performance share units (PSUs) | No (directors) | PSUs apply to executives; directors receive time-based stock units only |
| Options | Not disclosed for directors | Director equity described as stock units; no option grants disclosed for directors |
Other Directorships & Interlocks
| External Company | Role | ADM Dealings in 2024 | Independence Impact |
|---|---|---|---|
| Keurig Dr Pepper Inc. | Director | ADM had purchases/sales with company in ordinary course, arm’s length | Board determined no impairment of independence |
| Gannett Co., Inc. | Director | ADM had purchases/sales with company in 2024 (ordinary course, arm’s length) | No impairment of independence |
| Pharmavite (private) | Board member | ADM had purchases/sales with organization in 2024 (ordinary course, arm’s length) | No impairment of independence |
| Dollar General | Director | Not specifically disclosed as a counterparty in independence review | N/A |
The Audit Committee oversees review of business/charitable relationships for potential conflicts; directors are prohibited from hedging/pledging ADM stock .
Expertise & Qualifications
- Marketing, consumer behavior, and brand leadership in food/CPG; operating experience scaling brands (Mars/J&J/PepsiCo) .
- Food science/R&D exposure through McNeil Nutritionals and product development oversight .
- Corporate social responsibility and health/wellbeing advocacy in CPG .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 | 3/21/2025 |
|---|---|---|---|
| Stock units held (director plan) | 25,515 | 26,127 | — |
| Beneficial ownership – common stock owned (incl. stock units per footnote) | — | — | 26,396 (less than 1% of class) |
- Director stock units are fully vested and accrue dividend equivalent stock units; payout in cash at separation or 5-year schedule per plan .
- Director ownership guideline: 5x the maximum cash portion of the annual retainer; hedging/pledging prohibited .
Governance Assessment
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Strengths
- Independent director with deep consumer/food and marketing expertise; serves on Audit and Nominating & Corporate Governance—key for risk, controls, and board effectiveness .
- High board and committee cadence in 2024 (Board 11x; Audit 17x), with all incumbents ≥75% attendance; independent executive sessions held 7x, indicating robust oversight amid control remediation .
- Director pay predominantly in stock units with robust stock ownership guidelines; no meeting fees; anti-hedging/anti-pledging—alignment with shareholders .
- Shareholder engagement active (23.5% of outstanding shares engaged); Say-on-Pay support remained strong (approx. 87% in 2024; 94% in 2023), signaling investor confidence in governance/comp structures .
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Watch items
- Multiple external public boards (Gannett, Dollar General, Keurig Dr Pepper) plus ADM equals four total—within ADM’s limit but worth monitoring for bandwidth and potential information interlocks; independence determination explicitly reviewed and maintained for counterparties where ordinary-course transactions exist .
- ADM’s ongoing remediation of a material weakness and Nutrition-segment investigation increased Audit Committee workload; continued scrutiny of internal controls and ERM is prudent (Audit met 17x; committee focus areas included controls testing and ethics program review) .