Lei Schlitz
Archer-Daniels-MidlandAbout Lei Schlitz
Lei Z. Schlitz, age 58, has served as an independent director of ADM since 2019 and sits on the Compensation and Succession Committee and the Sustainability and Technology Committee. She holds a Ph.D. in mechanical engineering from the University of Wisconsin–Milwaukee and a bachelor’s degree in engineering mechanics from Tsinghua University; her core credentials include strategy, M&A, operational excellence, and deep R&D experience in food science and energy-efficient industrial products. As disclosed, she beneficially owned 16,950 common shares and brings sustainability, sales/marketing, and project management expertise to ADM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls | Vice President and President, Global Products | 2022–present | Senior operating executive; oversight of global product businesses |
| Illinois Tool Works (ITW) | EVP, Automotive OEM | 2020–2022 | Global product portfolio leadership |
| Illinois Tool Works (ITW) | EVP, Food Equipment | 2015–2020 | Led $22B Food Equipment segment serving global food service/retail |
| Illinois Tool Works (ITW) | Group President, Ware-Wash, Refrigeration, Weigh/Wrap | 2011–2015 | Multi-business operations leadership |
| Illinois Tool Works (ITW) | VP, R&D; Head of ITW Technology Center | 2008–2011 | Built R&D capability and innovation pipeline |
| Siemens Energy & Automation | Business Manager, Emerging Businesses (Residential Products) | 2006–2008 | Strategy and market-driven portfolio growth |
| Siemens Energy & Automation | Director of Engineering | 2001–2006 | Engineering leadership and product development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls | Vice President and President, Global Products | 2022–present | External operating role; ordinary course business with ADM reviewed for independence |
| Society of Women Engineers | Member | Current | Professional association membership |
Board Governance
- Committee assignments: Compensation and Succession; Sustainability and Technology; not disclosed as a chair for either committee .
- Independence: The Board determined Dr. Schlitz is independent under NYSE and ADM bylaw standards; both the Compensation and Sustainability & Technology committees comprise independent directors .
- Attendance: In 2023, the Board held seven meetings and all directors attended at least 75% of combined Board and committee meetings; ADM expects director nominees to attend the annual meeting (all did in 2023) .
- Committee activity levels (2024): Compensation & Succession met 7 times; Nominating & Corporate Governance 4; Sustainability & Technology 4 .
- Governance practices: Independent Lead Director, majority voting standard, proxy access, robust stock ownership guidelines for directors (5x max cash retainer), and prohibition on hedging/pledging of company securities .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned/Paid in Cash | $125,000 | $125,000 |
| Stock Unit Awards (grant-date fair value) | $200,000 | $203,750 |
| All Other Compensation | $25,724 | $35,289 |
| Total | $350,724 | $364,039 |
| Director Compensation Structure | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (non-employee directors) | $325,000 | $330,000 (increased effective 2024 annual meeting) |
| Cash election cap | Up to $125,000 of retainer may be paid in cash/stock units; remainder and any stipends paid in stock units | Up to $125,000 of retainer may be paid in cash/stock units; remainder and any stipends paid in stock units |
| Lead Independent Director stipend | $40,000 | $50,000 (increased effective 2024 annual meeting) |
| Audit Chair stipend | $35,000 (raised from $30,000 in Q2 2023) | $35,000 |
| Compensation Chair stipend | $25,000 | $25,000 |
| Nominating & Corporate Governance Chair stipend | $20,000 | $20,000 |
| Sustainability & Technology Chair stipend | $20,000 | $25,000 (increased effective 2024 annual meeting) |
| Meeting fees | None; travel reimbursed; stock units fully vested; dividend-equivalent stock units credited; units paid out after earlier of five years or board departure (with deferral election available) | None; travel reimbursed; stock units fully vested; dividend-equivalent stock units credited; units paid out after earlier of five years or board departure (with deferral election available) |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay elements (bonus, PSUs, options) | None disclosed; non-employee director compensation delivered via cash (up to $125k) and fully-vested stock units; no meeting fees |
- Equity awards to directors are stock units (fully vested), credited quarterly by dividing quarterly retainer/stipend by fair market value (average of high/low NYSE price); dividend equivalents credited in stock units; payout in cash at the earlier of five years post-year-end or separation, with deferral permitted .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in ADM proxy for Dr. Schlitz |
| Ordinary course business relationships | Johnson Controls (where Dr. Schlitz is an executive) had arm’s length purchases from ADM of certain equipment products/services; Board concluded this does not impair independence and is below applicable thresholds; Dr. Schlitz had no direct or indirect material interest in the matter |
Expertise & Qualifications
- Strategy development, M&A, growth initiatives, and operational excellence across global manufacturing; extensive R&D background in food science and energy-efficient electrical distribution products .
- Sales/marketing and project management capability developed at Siemens; executive leadership across ITW’s Food Equipment segment and Automotive OEM .
- Advanced technical education: Ph.D. mechanical engineering (University of Wisconsin–Milwaukee); B.S. engineering mechanics (Tsinghua University) .
Equity Ownership
| Ownership Item | As of 12/31/2023 | As of 12/31/2024 / 3/21/2025 |
|---|---|---|
| Common stock beneficially owned | 17,135 shares | 16,950 shares; percent of class “*” (less than 1%) |
| Director stock units credited (fully vested) | 15,496 units | 20,332 units (including Q4 2024 stock units posted 1/1/2025 and dividend equivalents) |
| Hedging/pledging policy | Prohibited for directors/officers | |
| Director ownership guideline | Directors must own ≥5x the maximum cash portion of annual retainer (includes stock units) over time |
Governance Assessment
- Strengths: Independent status; service on two core committees (Compensation and Succession; Sustainability & Technology) that are fully independent; active committee cadence in 2024; robust director ownership guideline and prohibition on hedging/pledging enhance alignment; no meeting fees and equity-heavy compensation mix support long-term orientation .
- Potential conflicts/interlocks: External executive role at Johnson Controls with ordinary course transactions involving ADM—reviewed and determined non-material, at arm’s length, and not independence-impairing; monitor for any expansion in scope or materiality over time (currently no red flag disclosed) .
- Attendance/engagement: Board met seven times in 2023 with all directors ≥75% attendance, and nominees attended the annual meeting; committee activity levels indicate ongoing engagement in 2024 .
- Compensation signals: Retainer and certain chair stipends increased in 2024 (e.g., Lead Director and Sustainability & Technology Chair), consistent with workload and market; Schlitz’s total director compensation rose modestly from $350,724 (2023) to $364,039 (2024), driven by stock unit values and “All Other” compensation primarily from dividend equivalents—no performance pay elements applied to directors .
RED FLAGS: None disclosed regarding related-party transactions beyond ordinary course Johnson Controls activity (independence affirmed), hedging/pledging prohibited, and no meeting fees; no attendance shortfall or pay anomalies reported .