Terrell Crews
Archer-Daniels-MidlandAbout Terrell K. Crews
Terrell K. Crews is ADM’s Lead Independent Director, serving in that role since May 2023, and a director since 2011. Age 69, he brings deep finance and agri-business expertise from a 32-year career at Monsanto, including nearly a decade as CFO and leadership roles across global operations (Latin America, Asia-Pacific) and the global vegetable business; he is recognized in the NACD Directorship 100 for governance excellence . He is independent under NYSE and ADM bylaw standards, which apply to 11 of 12 directors, and only independent directors serve on Audit, Compensation & Succession, Nominating & Corporate Governance, and Sustainability & Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Monsanto Company | Executive Vice President & CFO | 2000–2007 | Oversaw corporate finance, reporting, capital allocation |
| Monsanto Company | EVP, CFO & Vegetable Business CEO | 2007–2009 | Led global vegetable business; integrated 11 acquired seed companies |
| Monsanto Company | Various finance/ops roles incl. Asia-Pacific | 1977–2000 | Strategic planning, risk management, global operations |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Smurfit WestRock plc (f/k/a WestRock Company) | Director (Current) | Not disclosed | Transactions with ADM noted; arm’s-length; independence unaffected |
| Hormel Foods Corporation | Director (Prior, within past 5 years) | Not disclosed | Not disclosed |
| Freed-Hardeman University | Board Member (Current) | Not disclosed | Not disclosed |
| Teay’s River Investments | Board Member (Current) | Not disclosed | Not disclosed |
Board Governance
- Role: Lead Independent Director since May 2023; elected annually by independent directors when the Chair is not independent .
- Lead Director authorities include presiding at executive sessions, coordinating independent directors, approving agendas, interviewing candidates, advising on committee membership/chairs, calling meetings of independents, and leading CEO performance evaluation and succession planning .
- Independence: Independent; the Board determined 11 of 12 nominees are independent .
- Meetings: Board met 11 times in 2024; all incumbents attended at least 75% of Board and applicable Committee meetings .
- Executive sessions: Non-management directors met in executive session seven times in 2024; Lead Director presides .
- Annual meeting attendance: 2024 annual meeting attendance by all directors except Mr. Moore and Dr. Schlitz, implying Mr. Crews attended .
- Stockholder engagement: Contacted holders of 51.8% of outstanding shares; engaged with 23.5% on governance, risk, compensation, and ESG .
Fixed Compensation
| Component | Policy / Amount | FY2024 Actual | Notes |
|---|---|---|---|
| Annual retainer (non-employee directors) | $330,000 | Paid partly in cash, largely in stock units | Retainer increased from $325,000 at 2024 annual meeting |
| Lead Director stipend | $50,000 | Included in stock units | Stipend increased from $40,000 at 2024 annual meeting |
| Fees earned or paid in cash | — | $125,000 | Up to $125,000 of retainer may be paid in cash or stock units at director’s election |
| Stock unit awards (grant date fair value) | — | $251,250 | Computed per ASC 718; quarterly credits at fair market value per plan |
| All other compensation | — | $108,728 | Dividend equivalents in stock units; perquisites if any from time to time |
| Total FY2024 director compensation | — | $484,978 | Sum of components above |
Director Stock Unit Plan mechanics: Quarterly stock unit credits; units fully vested; dividend equivalents credited in stock units; payout in cash five years after year-end of credit or upon termination; robust ownership guidelines count units toward requirements .
Performance Compensation
| Element | Status | Metrics / Terms |
|---|---|---|
| Performance-based director pay | Not applicable | ADM does not use performance metrics for non-employee director compensation; compensation is retainer, stipends, and stock units |
Other Directorships & Interlocks
| External Board | Relationship to ADM | Independence Consideration |
|---|---|---|
| Smurfit WestRock plc | ADM had purchases/sales with organizations where certain ADM directors serve; Mr. Crews serves as a board member | Transactions at arm’s length; no direct/indirect material interest; independence not impaired |
No ordinary-course officer relationships for Mr. Crews were listed (Elanco/AT&T/Johnson Controls relations applied to other directors), and the Board’s conflicts review did not identify independence impairments for him .
Expertise & Qualifications
- Finance/Accounting, International Business, Agriculture/Food/Consumer, M&A, Risk Management, Sustainability/ESG; NACD Directorship 100 recognition .
- Lead Director governance capabilities: agenda control, independent director coordination, candidate interviews, CEO evaluation, succession planning .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 59,783 | Includes stock units per plan; percent of class shown as <1% (“*”) |
| Stock units (aggregate account, through Dec 31, 2024/Jan 1, 2025 recording) | 58,424 | Aggregate stock units as of year-end accounting; includes Q4 units recorded Jan 1, 2025 |
| Stock units included in beneficial ownership footnote | 59,023 | Footnote (3) indicates stock units included in beneficial ownership count |
| Shares outstanding (for % calc) | 480,155,676 | As of March 14, 2025 record date |
Approximate beneficial ownership as % of outstanding shares: 59,783 ÷ 480,155,676 ≈ 0.012% (derived from disclosed amounts) . Hedging and pledging of Company stock are prohibited for directors under ADM’s Insider Trading Policy . Director ownership guidelines require holding a fair market value of at least five times the maximum cash portion of the annual retainer (i.e., 5 × $125,000); stock units count toward compliance; compliance status for individual directors is not specifically disclosed .
Fixed Compensation (Detail Table)
| FY2024 Director Compensation Breakdown | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Unit Awards (grant date fair value) | 251,250 |
| All Other Compensation (dividend equivalents, etc.) | 108,728 |
| Total | 484,978 |
Performance Compensation (Metrics Table)
| Metric | Applicable to Directors? | Notes |
|---|---|---|
| PSUs/Options tied to performance | No | Director compensation uses stock units; no PSUs/options for directors disclosed |
| Annual bonus metrics (EBITDA/ROIC/Individual) | No | Metrics apply to NEO annual incentives; not to directors |
Governance Assessment
- Strengths: Independent Lead Director role with broad authorities; frequent executive sessions; robust annual Board/Committee/individual director evaluations led by independent directors and third-party benchmarking; strong engagement with major shareholders; prohibition on hedging/pledging; director ownership guidelines; majority voting with resignation policy; proxy access; committees composed solely of independent directors .
- Oversight signal: Lead Director letter emphasizes strengthened internal controls, refreshed finance team, and active Board oversight following accounting challenges in Nutrition segment; indicates engagement and risk oversight focus .
- Compensation alignment: Director pay is primarily equity via stock units, with modest cash; Lead Director stipend aligns with added responsibilities; no meeting fees; dividend equivalents reinvested as units, supporting ownership alignment .
- Conflicts review: External board interlocks (e.g., Smurfit WestRock) were reviewed; transactions deemed arm’s length with no material interest; independence not impaired .
- Shareholder sentiment: Say-on-Pay support ~87% at 2024 meeting, indicating general investor alignment with compensation practices (board oversight of compensation) .
RED FLAGS: None identified specific to Mr. Crews (no related-party transactions, pledging/hedging barred, independence affirmed). Broader company context included remediation of a material weakness and Board/Committee exercise of negative discretion on certain NEO payouts—signals of accountability rather than pay anomalies .
Notes on Committees and Attendance
- Committees listed for Mr. Crews: none; he serves as Lead Independent Director without a standing committee assignment, consistent with the director overview table .
- Attendance: All incumbents ≥75% attendance; executive sessions held seven times; only Mr. Moore and Dr. Schlitz missed the 2024 annual meeting, implying Mr. Crews attended .
Related Policies and Structures
- Director compensation set and reviewed by Compensation & Succession Committee; independent consultant (Meridian) supports committee; independence assessed per SEC/NYSE rules .
- Special meeting rights: 10% holders with one-year holding period; similar proposal to remove holding period was overwhelmingly rejected in 2022; current proposal in 2025 proxy recommended against by Board .