Theodore Colbert
About Theodore Colbert
Independent director since 2021; age 51. Colbert brings nearly three decades of leadership in information technology, cybersecurity, data and analytics, automation, and large-scale operations, including roles as President & CEO of Boeing Defense, Space & Security (2022–2024) and President & CEO of Boeing Global Services (2019–2022). He was added to ADM’s board in part to strengthen cybersecurity oversight; the board regularly reviews cyber risks with management and noted Colbert’s CIO background as additive to this capability . He is designated independent by the board under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing | EVP of The Boeing Company; President & CEO, Boeing Defense, Space & Security | 2022–2024 | Led global defense/space/security; deepened expertise in information security and risk management |
| Boeing | EVP of The Boeing Company; President & CEO, Boeing Global Services | 2019–2022 | Ran global services across OEMs; strengthened sales/marketing and international operations |
| Boeing | CIO & SVP, IT & Data Analytics | 2016–2019 | Enterprise-wide IT/data leadership; cybersecurity oversight |
| Boeing | CIO & VP, IT Infrastructure; other leadership roles | 2013–2016; 2009–2013 | Global IT infrastructure and transformation |
| Citigroup | SVP, Enterprise Architecture | 2007–2009 | Enterprise systems architecture |
| Ford Motor Company | Various roles, IT organization | 1996–2007 | Large-scale IT and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Leaders | Chair | Current | Non-profit leadership in education |
| The Executive Leadership Council | Member | Current | Senior executive network |
| Thurgood Marshall College Fund | Co-Vice Chair | Current | Non-profit governance |
| Virginia Tech Innovation Campus Advisory Board | Board member | Current | Technology education oversight |
| National Academy of Engineering | Member | Current | National technical recognition |
| Yellow | Member | Current | External advisory role |
| Georgia Tech Foundation | Trustee | Current | University endowment oversight |
Awards: 2022 Black Engineer of the Year; 2022 ORBIE Award for Leadership; 2021 Capital CIO of the Year; Savoy Most Influential Black Executives (2020, 2021); Fisher Center Prize for Excellence in Driving Transformation .
Board Governance
- Independence: Independent director (one of 11/12 independent nominees) .
- Board tenure: Director since 2021 .
- Committee assignments (2024): Compensation & Succession; Sustainability & Technology (not a chair) .
- Attendance/engagement: Board met 11 times in 2024; independent executive sessions held 7 times. All incumbent directors attended at least 75% of board and applicable committee meetings. All directors attended the 2024 annual meeting except Mr. Moore and Dr. Schlitz (no exception noted for Colbert) .
- Committee activity levels (2024): Audit (17), Compensation & Succession (7), Nominating & Corporate Governance (4), Sustainability & Technology (4) meetings .
- Cybersecurity oversight: Sustained board-level review; Colbert’s CIO background cited as part of board cyber capability .
- Stockholder engagement and say-on-pay: 2024 say-on-pay approval ~87%; directors engaged with holders representing 23.5% of outstanding shares .
Fixed Compensation
Standard director compensation framework (effective for 2024 service):
- Annual retainer: $330,000; up to $125,000 may be taken in cash or stock units; remainder and stipends paid in stock units .
- Chair stipends: Lead Director $50,000; Audit Chair $35,000; Compensation & Succession Chair $25,000; Nominating & Corporate Governance Chair $20,000; Sustainability & Technology Chair $25,000 .
- Meetings: No per-meeting fees; reimbursement of travel; dividend equivalents credited in stock units; stock units fully vested when credited and paid out in cash upon separation or after a five-year schedule per plan .
Theodore Colbert — 2024 director compensation
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $125,000 |
| Stock unit awards (grant-date fair value) | $203,750 |
| All other compensation (primarily dividend equivalents) | $19,728 |
| Total | $348,478 |
Performance Compensation
- Directors do not receive performance-based bonuses or option awards; ADM does not pay meeting fees. Equity is delivered as fully vested stock units (bookkeeping units) with dividend equivalents; no director performance metrics apply to director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Colbert |
| Prior public company boards (past 5 years) | None disclosed for Colbert |
| Compensation committee interlocks | Compensation & Succession Committee comprised entirely of independent directors; no interlocks disclosed in committee composition; Meridian retained as independent consultant to the committee |
Expertise & Qualifications
- Skills highlighted by ADM: International business, M&A, risk management, sales/marketing, project management, information technology/cybersecurity .
- Governance relevance: Serves on Compensation & Succession and Sustainability & Technology committees; recognized for cybersecurity and enterprise IT leadership, aligning with ADM’s oversight of cyber and technology risks .
Equity Ownership
| Item | Detail |
|---|---|
| Common stock owned (beneficial) | 12,515; includes 12,505 stock units; less than 1% of outstanding shares (as of March 21, 2025) |
| Stock units outstanding (director plan) | 12,378 stock units as of 12/31/2024 (recorded to accounts as of 1/1/2025) |
| Ownership guidelines | Directors must own ≥5x the maximum cash portion of annual retainer (i.e., 5 × $125,000); hedging and pledging prohibited . |
| Settlement | Director stock units are fully vested when credited and paid in cash per plan timelines . |
Governance Assessment
- Board effectiveness and alignment: Colbert’s deep IT/cybersecurity background is directly relevant to ADM’s board oversight agenda (dedicated cyber reviews at least quarterly), strengthening risk management credibility for investors .
- Independence and conflicts: Board affirmatively determined Colbert is independent; no related-party transactions listed for him in the independence review (contrasted with routine-terms dealings for certain other directors’ employers) .
- Compensation alignment: Director pay structure emphasizes long-term alignment via stock units and robust ownership guidelines (5× cash retainer) with prohibitions on hedging/pledging—a positive alignment signal .
- Accountability signals: As a member of the Compensation & Succession Committee, Colbert participated on a fully independent committee that exercised negative discretion on 2024 executive incentives and PSU payouts following the Nutrition-segment investigation—an investor-positive governance response .
- Engagement and transparency: Strong investor engagement and solid say-on-pay support (~87%) provide additional confidence in compensation governance and responsiveness .