Ellen de Brabander

About Ellen de Brabander

Independent director at ADM since 2023; age 62. Serves on the Audit Committee and the Sustainability & Technology Committee. Ph.D. cum laude in bio-organic chemistry (Leiden University) and post-doctoral work in molecular biology at MIT; co-author of 60+ scientific publications and holder of 18 patents, with executive R&D leadership spanning human nutrition, life sciences, and animal health . The Board determined she is independent; ordinary-course transactions between ADM and Elanco (where she is EVP, Innovation & Regulatory Affairs) were at arm’s length and below applicable thresholds, with no direct or indirect material interest identified .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Sustainability & Technology; not a chair .
• Independence: Board determined her independent; Elanco ordinary-course dealings reviewed and found immaterial and at arm’s length .
• Attendance and engagement: Board met 11 times in 2024; independent directors met in executive session seven times. All incumbent directors attended at least 75% of Board and applicable committee meetings; no meeting fees are paid, reinforcing focus on governance over attendance monetization .
• Committee activity and scope (2024):
  • Audit Committee (17 meetings): Oversight of financial reporting, internal controls, audit firm, ERM, compliance, conflicts screening; Chair Michael Burke; all members independent; financially literate; Burke designated financial expert .
  • Sustainability & Technology Committee (4 meetings): Oversight of sustainability strategy and compliance, safety (workplace, process, food), IT/digital assets, cybersecurity KPIs; independence affirmed; responsibility expanded to include technology strategy and risks; AI oversight resides with full Board .
• Shareholder voting signal: 2025 election support for de Brabander was 370,375,307 For vs 8,270,337 Against, indicating strong investor confidence .

Fixed Compensation

• Standard non-employee director compensation (effective as of 2024 annual meeting):
  • Annual retainer: $330,000 (increased from $325,000)
  • Stipends: Lead Director $50,000 (from $40,000), Audit Chair $35,000, Compensation & Succession Chair $25,000, Nominating & Corporate Governance Chair $20,000, Sustainability & Technology Chair $25,000 (from $20,000)
  • Up to $125,000 of the retainer may be taken in cash or stock units; remainder and all stipends paid in stock units; no meeting fees; reimbursed travel; occasional perquisites .

Performance Compensation

• Non-employee directors do not receive performance-based pay; equity is paid as fully-vested stock units credited quarterly, with dividend equivalents in stock units; no options, PSUs, or meeting-linked fees for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep scientific, R&D, and innovation credentials across human nutrition, life sciences, and animal health; corporate leadership in food safety, quality, regulatory, and digital transformation (PepsiCo); CTO-level technology experience (Merial); founding roles in EU innovation bodies (EIT/EIT Food) .
• Skills matrix highlights: International business, agriculture/food, consumer, M&A, risk management, sustainability/ESG, project management, food science/R&D, IT/cybersecurity .

Equity Ownership

• Ownership alignment structure: Directors must own, over time, a fair market value of ADM shares/stock units ≥ 5x the maximum cash portion of the annual retainer (5 × $125,000 = $625,000), considering service time and stock price fluctuations; hedging and pledging are prohibited .
• Group-level disclosure indicates no shares are subject to pledge among directors and executive officers as of March 21, 2025 .

Governance Assessment

• Strengths: Independent status affirmed despite Elanco ties; sits on risk-critical Audit and Sustainability & Technology committees with substantial 2024 cadence (17 and 4 meetings) and clear oversight scopes (financial integrity, ERM, compliance; sustainability, safety, cybersecurity, tech strategy) . Strong shareholder support in 2025 election (370.4M For vs 8.3M Against), signaling investor confidence in board composition and governance .
• Alignment: Director pay structure emphasizes long-term equity via fully-vested stock units, dividend-equivalent units, and stringent ownership guidelines (5x cash retainer); hedging/pledging banned, reducing misalignment risks .
• Potential conflicts: Ordinary-course transactions with Elanco are monitored by the Audit Committee and disclosed; Board concluded amounts and relationships fall below independence thresholds and do not impair independence—mitigating related-party concerns .
• Attendance/engagement: Board and committees maintained high meeting frequency; all incumbent directors met at least the 75% attendance threshold; independent directors met seven times in executive session, supporting robust oversight .
• Compensation structure signals: Modest increases to fixed director fees in 2024 (retainer to $330k; ST chair to $25k) with continued equity-heavy mix; no meeting fees; supports governance focus over pay-per-meeting incentives .

RED FLAGS: None disclosed specific to de Brabander. Related-party exposure via Elanco is disclosed and assessed as immaterial and arm’s-length; hedging/pledging prohibited; attendance threshold met .