Kelvin Westbrook
Archer-Daniels-MidlandAbout Kelvin R. Westbrook
Kelvin R. Westbrook (age 69) has served on ADM’s Board since 2003 and is currently an independent director, chairing the Compensation and Succession Committee and serving on the Nominating and Corporate Governance Committee . He is a former cable/broadband CEO and corporate law partner, bringing deep expertise in M&A, risk management, information technology, and cybersecurity; he has been recognized in the NACD Directorship 100 for governance excellence . The Board determined he is independent under NYSE and ADM bylaw standards, with no material conflicts identified from ordinary-course transactions involving companies on whose boards he serves .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KRW Advisors, LLC | President & CEO (founder) | 2007–present | Strategic advisory; governance, M&A, risk insights |
| Millennium Digital Media Systems, L.L.C. | Chairman & Chief Strategic Officer | 2006–2007 | Strategy and governance in regulated broadband services |
| Millennium Digital Media Systems, L.L.C. | President & Chief Executive Officer | 1997–2006 | CEO leadership; operations and risk management |
| LEB Communications, Inc. (Charter affiliate) | President & Chairman | 1993–1996 | Consumer trends, technology, and regulated operations |
| Paul Hastings Janofsky & Walker LLP | Partner (Corporate/M&A) | 1990–1993 | Legal expertise in M&A and risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T-Mobile US, Inc. | Director | Current | Technology, risk oversight; ordinary-course transactions with ADM deemed immaterial, arm’s-length |
| Mosaic Company | Director | Current | Ag supply chain exposure; ordinary-course transactions with ADM deemed immaterial, arm’s-length |
| Camden Property Trust | Lead Independent Trust Manager | Current | Independent leadership and real estate oversight |
| Boys & Girls Clubs of Greater St. Louis | Board member | Current | Community engagement |
| BioSTL | Board member | Current | Innovation ecosystem governance |
| Univ. of Washington Foster School of Business | Advisory Board Chair | Current | Academic engagement; leadership development |
Board Governance
- Committee assignments: Compensation and Succession Committee (Chair); Nominating and Corporate Governance Committee (Member) .
- Independence: Board determined Westbrook is independent; ordinary-course transactions related to Mosaic and T‑Mobile were arm’s-length and not material; independence not impaired .
- Attendance and engagement: Board met 11 times in 2024; independent director executive sessions occurred 7 times; all incumbent directors attended at least 75% of Board and applicable committee meetings .
- Committee activity: Compensation Committee met 7 times in 2024; key focus areas included metric alignment, shareholder feedback, CFO succession, pay benchmarking, succession planning, and director pay review .
- Compensation governance signals: Committee (chaired by Westbrook) exercised negative discretion to reduce 2024 annual incentive and 2022 PSU outcomes for select NEOs amid ongoing investigation into Nutrition segment accounting practices to reinforce accountability .
- Shareholder feedback: Say‑on‑pay approval was ~87% in 2024; ongoing engagement reached holders representing 51.8% of outstanding shares, with meetings covering 23.5% .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (non‑employee directors) | $330,000 | Increased from $325,000 effective 2024 annual meeting |
| Chair stipends (Comp & Succession) | $25,000 | Paid in stock units (portion of retainer and stipends) |
| Fees earned or paid in cash (Westbrook) | $125,000 | Up to $125,000 cash election permitted |
| Stock unit awards (Westbrook) | $228,750 | Grant date fair value per ASC 718; fully vested stock units |
| All other compensation (Westbrook) | $75,850 | Includes dividend equivalents in stock units |
| Total reported (Westbrook) | $429,600 | Sum of components |
Key structural features:
- Directors may elect up to $125,000 of the retainer in cash; remainder and stipends are paid in fully‑vested stock units credited quarterly at fair market value; dividend equivalents credited in stock units; payout in cash occurs at the earlier of 5 years after year‑end of grant or separation from the Board .
Performance Compensation
Committee‑set executive compensation metrics overseen by Westbrook (as Comp Chair):
| Program | Metric | Weight | Target/Scale | FY2024 Outcome |
|---|---|---|---|---|
| Annual Cash Incentive (Company component) | Adjusted EBITDA | 75% | Plan $5.438B scales 0–200% (thresholds listed) | Actual $4.476B → 32.85% payout |
| Annual Cash Incentive (Modifier) | Adjusted ROIC | +/-10% | Target 9.8%; ≤7.8% = 0.9x; ≥11.8% = 1.1x | Actual 8.3% → 0.925x; Company payout 30.4% of 75% target |
| PSUs (2024–2026) | Avg Adjusted ROIC (3‑yr) | 50% | 0–200% payout; shares settle at period end; ESG Strive 35 modifier +/-10% | In flight (performance period through 2026) |
| PSUs (2024–2026) | Cumulative Adjusted EPS (3‑yr) | 50% | 0–200% payout; ESG modifier applies | In flight (performance period through 2026) |
| PSUs (2012–2024 cycle paid in 2024) | ROIC/EPS + ESG modifier | — | Structure described above | Payout attained 112% of target for 2022–2024 cycle |
Negative discretion applied (Company component percentages used for select NEOs in 2024):
| NEO | Company Component % Applied |
|---|---|
| J.R. Luciano | 15.2% |
| M. Patolawala | 30.4% |
| I. Roig | 15.2% |
| G.A. Morris | 15.2% |
| C.M. Cuddy | 15.2% |
| I. Pinner | 30.4% |
| V. Luthar | 0% |
Other Directorships & Interlocks
| Company | Relationship to ADM | Governance Consideration |
|---|---|---|
| T‑Mobile US, Inc. | Ordinary‑course products/services with ADM in 2024 | Arm’s‑length; no director material interest; independence not impaired |
| Mosaic Company | Ordinary‑course purchases/sales with ADM in 2024 | Arm’s‑length; no director material interest; independence not impaired |
| Camden Property Trust | No ADM transactional disclosure | Role as Lead Independent Trust Manager supports governance experience |
Expertise & Qualifications
- Information technology and cybersecurity oversight, consumer trends insight, and legal/M&A risk management from CEO roles in broadband and prior corporate law practice .
- Governance credentials recognized by NACD Directorship 100; multi‑industry board experience including regulated sectors .
- Fits ADM’s skill matrix: Agriculture/consumer insights, M&A, risk, IT/cybersecurity; complements Board’s oversight of cybersecurity and ERM frameworks .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| “Common stock owned” (beneficial ownership figure in director bio) | 35,701* | Footnote indicates this consists of stock units under the Stock Unit Plan; “percent of class” less than 1% |
| Stock units held (aggregate) | 41,347 | Includes mandatory and elective stock units, dividend equivalents through 12/31/2024 (units recorded as of 1/1/2025 for Q4 services) |
| Director stock ownership guideline | 5x maximum cash portion of annual retainer (applies over time) | Hedging and pledging of Company securities prohibited |
- Less than 1% of outstanding shares .
Governance Assessment
- Strengths: Independent director with deep compensation governance experience; chaired a proactive Compensation Committee that applied negative discretion in 2024 to reinforce accountability amid an ongoing accounting investigation into the Nutrition segment . Strong shareholder alignment through stock unit‑based director pay, robust ownership guidelines (5x cash retainer), and anti‑hedging/pledging policies .
- Engagement and oversight: Active committee cadence (7 Compensation meetings in 2024) and ERM/cybersecurity governance culture at ADM; Board and independents met frequently, including 7 executive sessions; all directors met attendance thresholds (≥75%) .
- Potential risk indicators to monitor: Overboarding proximity—ADM guidelines cap directors at four public boards; Westbrook serves on ADM plus three public boards (T‑Mobile, Mosaic, Camden); Board affirmed compliance and sufficient capacity, but this sits at the policy limit and merits ongoing monitoring of time commitment and potential interlocks . Ordinary‑course transactions with companies where he serves as director were arm’s‑length and not material, but remain areas for continued independence oversight .
- Investor confidence signals: 2024 say‑on‑pay approval ~87% and expanded shareholder engagement suggest constructive alignment; Westbrook’s committee leadership and use of objective metrics (Adjusted EBITDA, ROIC, EPS, ESG modifier) underpin pay‑for‑performance rigor .