Suzan Harrison
Archer-Daniels-MidlandAbout Suzan F. Harrison
Suzan F. Harrison, age 67, has served on ADM’s Board since 2017. She is an independent director with extensive operating leadership experience from four decades at Colgate-Palmolive, and currently chairs ADM’s Sustainability and Technology Committee while also serving on the Audit Committee . Her core credentials include international business, consumer/retail, M&A, sustainability, and sales/marketing, with recognition in the NACD Directorship 100 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colgate-Palmolive | President, Global Oral Care | 2011–2019 | Led global brands and innovation with sustainability alignment |
| Colgate-Palmolive (Hill’s Pet Nutrition NA) | President | 2009–2011 | Operations leadership in pet nutrition |
| Colgate U.S. | Vice President, Marketing | 2006–2009 | Deep experience in consumer trends and customer-driven innovation |
| Colgate Oral Pharmaceuticals (NA & Europe) | VP & GM | 2005–2006 | Oversaw new product development in oral care and pharmaceuticals |
| Colgate-Palmolive | Various leadership roles | 1983–2005 | Operational management, M&A, sales and marketing |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Smurfit WestRock plc (f/k/a WestRock Company) | Director | Current | ADM noted ordinary course transactions; arm’s-length; independence intact |
| Ashland Inc. | Director | Current | ADM noted ordinary course transactions; arm’s-length; independence intact |
Board Governance
- Committee assignments: Chair, Sustainability and Technology (ST); Member, Audit
- Independence: Determined independent under NYSE and bylaw standards; Board reviewed her outside affiliations and found no material interests or independence impairment .
- Attendance and engagement: The Board met 11 times in 2024; all incumbent Directors attended at least 75% of Board and applicable Committee meetings; Harrison attended the 2024 annual meeting (exceptions noted were Mr. Moore and Dr. Schlitz) .
- Executive sessions: Independent director executive sessions held seven times in 2024 .
- Committee activity: Audit Committee met 17 times in 2024; ST Committee met 4 times and expanded its remit to include technology; ST oversight includes sustainability, safety, IT/digital assets, and cybersecurity .
- Board composition: 12 directors; 92% independent; 33% women; average age 63; average tenure 8 years; Lead Independent Director in place .
- Key governance practices: Majority vote for uncontested elections; proxy access (3%/3 years for up to 20% seats); 10% special meeting right; robust stock ownership guidelines; no director hedging or pledging .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (portion taken in cash) | $125,000 | Directors may elect up to $125,000 in cash or stock units |
| Stock Unit Awards (retainer portion + stipends) | $227,500 | Grant-date fair value of stock units credited quarterly |
| All Other Compensation | $41,707 | Dividend equivalents on stock units and any eligible perquisites |
| Total | $394,207 | Sum of cash, stock unit awards, and other compensation |
| Standard Director Retainer (policy) | $330,000 | Increased from $325,000 effective 2024 annual meeting |
| ST Committee Chair Stipend (policy) | $25,000 | Increased from $20,000 effective 2024 annual meeting |
- Directors may elect up to $125,000 of the retainer in cash or stock units; remainder and stipends are paid in fully-vested stock units credited quarterly and paid in cash on the earlier of five years after the calendar year of credit or upon board departure .
- No meeting fees; travel expenses reimbursed; certain perquisites may be provided .
Performance Compensation
| Policy Area | Detail | Implications |
|---|---|---|
| Director equity structure | Stock units (fully vested at credit); credited quarterly based on fair market value; dividend equivalents credited as stock units; cash payout schedule (5-year or separation) | Not performance-based; alignment via ownership and long-term payout schedule |
| Ownership guidelines | Directors must own shares/units valued at ≥5x the maximum cash portion of annual retainer; timing and price volatility considered | Strong alignment; staged compliance allowed |
| Hedging/Pledging | Prohibited for directors | Reduces alignment red flags |
| Meeting fees | Not paid; only retainer and chair stipends | Keeps incentives focused on oversight role |
ADM’s performance metrics (Adjusted EBITDA, Adjusted ROIC, and PSU metrics) apply to executives, not directors. Harrison’s director pay is not tied to performance goals; alignment relies on stock unit ownership guidelines and prohibited hedging/pledging .
Other Directorships & Interlocks
| Company | Relationship to ADM | Board’s Independence Determination |
|---|---|---|
| Smurfit WestRock plc | ADM had purchases/sales in 2024 | Arm’s-length; Harrison served only as board member; no direct/indirect material interest; independence maintained |
| Ashland Global Holdings (Ashland Inc.) | ADM had purchases/sales in 2024 | Arm’s-length; Harrison served only as board member; no direct/indirect material interest; independence maintained |
Expertise & Qualifications
- Skills: International business; agriculture/food/retail consumer; M&A; sustainability/environmental/social; sales/marketing .
- Recognition: NACD Directorship 100 .
- Committee leadership: Chairs ST Committee overseeing sustainability, safety, technology, and cybersecurity alignment with Board .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (“common stock owned”) | 18,055 | As of March 21, 2025; footnote indicates stock units under Non-Employee Director Stock Unit Plan |
| Percent of class | <1% | Per proxy presentation |
| Stock units held (aggregate) | 23,889 | As of Dec 31, 2024 (includes reinvested dividend equivalents and Q4 units recorded Jan 1, 2025) |
| Hedging/Pledging | Prohibited | Director policy |
| Ownership guideline | ≥5x max cash portion of annual retainer | Director policy |
Governance Assessment
- Strengths: Independent director; dual oversight across Audit and ST committees; chairs ST with remit expanded to technology and cybersecurity; Board reports strong engagement (51.8% contacted, 23.5% engaged), executive sessions held seven times, and robust ownership/anti-hedging rules; 92% independent board, majority vote standard; Say-on-Pay support ~87% in 2024 indicates broad investor alignment .
- Alignment: Director compensation structured with significant stock unit component and strict ownership guideline (≥5x cash retainer), with prohibition on hedging/pledging enhancing alignment incentives .
- Potential conflicts: Board reviewed ordinary-course transactions with companies where Harrison serves as a director (Smurfit WestRock; Ashland); determined arm’s length dealings, no material interest, and independence intact; continue monitoring for any future changes in scope or materiality .
- Risk context: Company disclosed ongoing investigation regarding accounting practices in the Nutrition segment and applied negative discretion to certain executive payouts for accountability; Harrison’s committee roles (Audit and ST) position her within oversight of financial reporting controls and sustainability/technology risk areas .
Overall, Harrison’s profile supports investor confidence: experienced operator with relevant consumer and sustainability credentials, independent, active in key risk and sustainability committees, and aligned via stock unit ownership and anti-hedging policies. Monitor interlocks for any emerging related-party exposure and the Company’s control remediation progress given 2024 governance context .