James Collins
Archer-Daniels-MidlandAbout James C. Collins, Jr.
Independent director at ADM since 2022; age 62. Former CEO of Corteva (2019–2021), COO of DowDuPont (2017–2019), and senior executive at DuPont, bringing deep agriculture, food science, and M&A integration experience. Serves on ADM’s Audit and Compensation & Succession Committees; beneficial ownership shows 7,398 common shares plus stock units credited, with independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corteva, Inc. | Chief Executive Officer | 2019–2021 | Led product launches and scaled R&D/innovation; sustainability initiatives focused on farmer practices . |
| DowDuPont | Chief Operating Officer | 2017–2019 | Led integration of DuPont and Dow ag businesses ahead of Corteva spin; enhanced M&A and governance expertise . |
| DuPont | Executive Vice President | 2014–2017 | Senior leadership across industrial and ag businesses . |
| DuPont | Senior Vice President | 2013–2014 | Senior leadership responsibilities . |
| DuPont Industrial Biosciences | President | 2011–2013 | Led biosciences business; innovation pipeline growth . |
| DuPont | VP, Acquisitions & Integration – Danisco | 2011 | Led integration of Danisco acquisition . |
| DuPont Crop Protection | President | 2003–2010 | Managed global crop protection portfolio; commercial leadership . |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| Vestaron Corporation | Private | Board Member | Current . |
| Pivot Bio | Private | Board Member | Current . |
| University of Delaware College of Agriculture & Natural Resources | Academic | Advisory Committee Member | Current . |
| Public Boards: Corteva, Inc.; Cibus, Inc. | Public | Director | Prior (within past 5 years) . |
Board Governance
- Committee assignments: Audit; Compensation & Succession; not a committee chair .
- Independence: Board determined Collins is independent under NYSE and bylaw standards; noted ADM had purchases/sales in 2024 with certain organizations where directors serve on boards, including Collins at Pivot Bio—transactions were arm’s length, no material interest, independence not impaired .
- Attendance and engagement: Board met 11 times in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings; independent executive sessions held seven times in 2024, led by the Lead Director/NCG chair .
- Audit Committee governance: 17 meetings in 2024; all members financially literate; chair (Burke) designated “financial expert” by SEC definition .
- Compensation & Succession Committee governance: 7 meetings in 2024; all members independent; oversees executive compensation, director pay, succession planning, incentive awards, benefit plan modifications, and clawback policies .
Fixed Compensation
| Metric (FY2024) | Amount | Notes |
|---|---|---|
| Annual retainer (standard for non-employee directors) | $330,000 | Increased from $325,000 effective at 2024 annual meeting . |
| Cash elected (portion of retainer) | $125,000 | Directors may elect up to $125,000 in cash or stock units; Collins elected $125,000 cash . |
| Stock unit awards | $203,750 | Mandatory plus elective stock units; credited quarterly and on dividends . |
| All other compensation | $9,838 | Dividend equivalent stock units credited (no meeting fees; travel reimbursed) . |
| Total compensation | $338,588 | Sum of components for FY2024 . |
| Committee chair stipends | $0 | Applies only to chairs (Audit $35k; Comp & Succession $25k; NCG $20k; Sustainability & Technology $25k); Collins is not a chair . |
Stock Unit Plan mechanics: Units credited quarterly at fair market value; fully vested; dividend equivalents credited in units; paid out in cash after five years or upon Board departure; directors can defer payments; no meeting fees; perquisites may be provided; travel costs reimbursed .
Performance Compensation
| Performance-linked element | Details |
|---|---|
| Bonus/short-term incentive | None for non-employee directors; structure is retainer plus stock units (no meeting fees) . |
| Equity performance awards (PSUs/Options) | Not part of director pay; directors receive stock units, not PSUs/options . |
| CIC provisions for equity awards | Company incentive plans provide non-employee directors with change-in-control protections for LTI awards (accelerated vesting if awards not assumed/replaced; double-trigger if assumed/replaced and termination within 24 months) . |
Other Directorships & Interlocks
| Organization | Director Role | Interlock/Transaction with ADM (2024) | Independence Assessment |
|---|---|---|---|
| Pivot Bio | Board Member | ADM had purchases from/sales to organizations where certain directors serve on boards, including Collins at Pivot Bio (arm’s length) . | Board determined no material interest; independence not impaired . |
| Vestaron Corporation | Board Member | Not identified with ADM transactions in proxy summary . | N/A. |
| Corteva, Inc.; Cibus, Inc. | Prior Public Boards | Prior five-year public company directorships (not current) . | N/A. |
Expertise & Qualifications
- Executive leadership in global agriculture and food science; led product launches and R&D pipeline growth at DuPont/DowDuPont/Corteva .
- M&A integration experience (DuPont/Dow ag businesses; Danisco integration) supporting Board’s governance and transaction oversight .
- Extensive sales and marketing background; sustainability expertise partnering with global farmers to improve ag and nutrition value chains .
- Financial literacy through Audit Committee service; Compensation & Succession oversight experience .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Common stock owned | 7,398 shares | As disclosed for director nominee . |
| Percent of class | <1% | Denoted with “*” (less than 1%) . |
| Stock units credited (cumulative through 12/31/2024 incl. Q4 recorded 1/1/2025) | 7,322 units | From Stock Unit Plan; fully vested units credited quarterly and for dividends . |
| Ownership guidelines | 5x maximum cash portion of annual retainer | Directors must own (incl. stock units) ≥5× $125,000 = $625,000 in fair market value over time; time on Board and price fluctuations considered . |
| Hedging/pledging | Prohibited | Company policy prohibits directors from hedging or pledging ADM securities . |
Note: Compliance status versus ownership guidelines for individual directors is not disclosed; guidelines apply “over time” and consider service duration and stock price .
Governance Assessment
- Strengths: Independent director with relevant domain expertise in ag inputs/technology and large-scale integration; active on Audit and Compensation committees that oversee financial reporting, ERM, pay design, succession, and clawbacks; attends at least the Board’s required attendance threshold; equity-heavy director pay aligns compensation with shareholder outcomes; hedging/pledging prohibitions reinforce alignment .
- Potential conflicts: Board membership at Pivot Bio while ADM had arm’s-length transactions with organizations where directors serve (including Pivot Bio); the Board reviewed and determined independence was not impaired (no material interest, arm’s-length) . Maintain monitoring of related-party/ordinary-course interactions given sector overlap.
- Signals: No chair roles limit direct agenda-setting influence; however, membership on Audit (17 meetings in 2024) and Compensation (7 meetings) suggests high engagement in remediation, risk oversight, pay governance, and succession topics amid material weakness remediation efforts described for 2024 . Change-in-control protections for director equity awards exist via plan terms; no director meeting fees; pay structure stable post-2024 retainer increase .
Board Governance (Detail)
| Attribute | Detail |
|---|---|
| Committees | Audit; Compensation & Succession . |
| Chair roles | None (Audit chaired by Burke; Compensation chaired by Westbrook) . |
| Financial expert designation | Audit Committee chair (Burke) designated; all members financially literate (includes Collins) . |
| Independence status | Independent under NYSE and ADM bylaws; arm’s-length transactions reviewed; no impairment . |
| Attendance standard | All incumbent directors ≥75% of Board/committee meetings in 2024; Board met 11 times; independent executive sessions held seven times . |
Fixed Compensation (Detail Table)
| Component (FY2024) | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | |
| Stock Unit Awards (FV) | 203,750 | |
| All Other Compensation | 9,838 | |
| Total | 338,588 |
Performance Compensation (Director)
| Metric | Structure | FY2024 Note |
|---|---|---|
| Variable cash bonus | Not applicable to directors | No director meeting fees; no bonus program . |
| Performance equity (PSUs/options) | Not used for directors | Directors compensated via stock units; fully vested; dividend equivalents credited . |
| CIC vesting provisions | Provided by incentive plans | Non-employee directors have CIC protections for LTI awards; accelerated vesting if not assumed; double-trigger if assumed and terminated within 24 months . |
Other Directorships & Interlocks (Detail)
| Organization | Type | Role | Transaction Context | Independence Outcome |
|---|---|---|---|---|
| Pivot Bio | Private | Director | ADM had purchases/sales with organizations where certain directors serve; includes Pivot Bio . | Independent; arm’s-length; no material interest . |
| Vestaron Corporation | Private | Director | Not specifically cited for ADM transactions | N/A . |
| Corteva, Inc. | Public | Director | Prior within last 5 years (not current) | N/A . |
| Cibus, Inc. | Public | Director | Prior within last 5 years (not current) | N/A . |
Expertise & Qualifications
- Agriculture/food technology leadership; sustainability; sales/marketing; M&A; project management; food science/R&D .
- Skills matrix shows CEO leadership, international business, consumer/retail, sustainability/ESG, and R&D competencies .
Equity Ownership (Detail)
| Holding Type | Quantity/Value | Notes |
|---|---|---|
| Common Stock Owned | 7,398 shares | As nominee disclosure . |
| Stock Units | 7,322 units | Credited through 12/31/2024 (incl. Q4 recorded 1/1/2025) . |
| Ownership Guideline Threshold | 5× max cash portion ($125,000) = $625,000 | Guideline and cash cap cited; directors may count stock units; compliance status not disclosed . |
| Hedging/Pledging | Prohibited | Policy applies to directors and officers . |
Governance Assessment
- Overall, Collins brings targeted domain expertise and is positioned on high-impact oversight committees during a period of enhanced controls focus, supporting investor confidence in risk, audit, and pay governance .
- RED FLAGS: Monitor ordinary-course transactions with Pivot Bio for continued arm’s-length treatment and immateriality; no hedging/pledging allowed, which reduces alignment risk .
- Compensation alignment: Equity-centric director pay, no meeting fees, and robust ownership guidelines align incentives with long-term shareholder value; CIC protections exist but are standard market practice for preserving equity award value .