Sondra Barbour
AGCO CORP /DEAbout Sondra L. Barbour
Independent director of AGCO since April 2019 (age 62). Former Executive Vice President at Lockheed Martin (Information Systems & Global Solutions, 2013–2016) and at Leidos (2016–2017), with prior CIO and Internal Audit leadership roles at Lockheed Martin (1986–2013). Brings deep information technology, cybersecurity, internal controls, and international experience to AGCO; currently chairs AGCO’s Audit Committee and serves on Finance, Executive, and Talent & Compensation committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin | EVP, Information Systems & Global Solutions | Apr 2013–Aug 2016 | Led large-scale IT supporting complex defense manufacturing; managed internal audit; significant cybersecurity oversight |
| Lockheed Martin | CIO; VP Corporate Internal Audit; Business Area CIO; VP Operations | 1986–2013 | Enterprise IT operations and internal controls leadership |
| Leidos Holdings | EVP | Aug 2016–Jan 2017 | Senior executive role post-IS&GS separation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| NiSource, Inc. | Director | Current | Audit; Environmental, Social, Nominating & Governance Committees |
| 3M Company | Director | Former | Board service (former) |
| Perspecta Inc. | Director | Former | Audit; Nominating & Corporate Governance Committee (former) |
| Fox School of Business (Temple University) | Chair, MIS Advisory Board | Current | Academic advisory leadership |
Board Governance
- Independence: Board determined all directors are independent except CEO Eric Hansotia and Mallika Srinivasan; Barbour is independent .
- Committees: Chair of Audit; Member—Executive, Finance, Talent & Compensation .
- Audit Committee responsibilities: Financial reporting, internal controls, auditor oversight, enterprise risk, and cyber/information security risk oversight .
- Audit “financial expert”: Board has determined Barbour is an audit committee financial expert (with Minnich and Sagehorn) .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of aggregate Board and relevant committee meetings; all directors attended the April 2024 Annual Meeting in person .
- Committee meeting cadence (2024): Audit 11; Finance 4; Governance 6; Sustainability 3; Talent & Compensation 5; Executive 4 .
- Governance practices: 5-year term limits for Lead Director and Audit/Governance/Talent & Compensation Committee Chairs; strengthened Lead Director duties; share ownership requirements; hedging/pledging prohibitions (narrowed exception requested by Srinivasan due to TAFE role) .
Fixed Compensation
Program terms for non-employee directors (2024): $135,000 annual cash retainer; Audit Chair $25,000; Talent & Compensation Chair $20,000; Governance Chair $17,500; $6,000 if serving on three or more committees; $40,000 additional fee for Lead Director (not applicable to Barbour) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $151,000 | $151,000 | $166,000 |
| Stock Awards ($) | $165,000 | $165,000 | $185,000 |
| Total ($) | $316,000 | $316,000 | $351,000 |
Notes:
- 2024 cash total is consistent with retainer ($135,000) + Audit Chair ($25,000) + “3+ committees” ($6,000) .
- Director equity grant is made under the Long-Term Incentive Plan; no meeting fees; no consulting arrangements with directors .
Performance Compensation
- Annual equity grant: $185,000 restricted stock (grant date April 25, 2024), 1,572 shares per director, restricted from transfer for one year; early lapse of transfer restriction upon Board departure .
- Performance metrics for director equity: None—director awards are time-based restricted shares; no options/PSUs for directors disclosed .
| Element | Grant Date | Vehicle | Shares/Value | Vesting/Restriction | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity | Apr 25, 2024 | Restricted Stock | 1,572 shares/$185,000 | 1-year transfer restriction; immediate lapse if director departs | None (time-based) |
Other Directorships & Interlocks
- Committee interlocks: During 2024, Talent & Compensation Committee members (including Barbour) had no officer/employee status at AGCO; no insider participation; no executives serve on boards of companies where AGCO directors are executives .
| Company | Role | Interlock/Notes |
|---|---|---|
| NiSource, Inc. | Director | No disclosed interlocks with AGCO executives |
| 3M Company | Former Director | Former role; no current interlock |
| Perspecta Inc. | Former Director | Former role; no current interlock |
Expertise & Qualifications
- Information Technology and Cybersecurity: Led one of the largest enterprise IT functions, supporting complex defense hardware design/manufacturing and services; oversaw cybersecurity operations .
- Internal Controls and Audit: Managed Lockheed Martin’s internal audit function; recognized audit expertise; Audit Chair at AGCO .
- International Experience: Extensive leadership in global operations .
- Board Skills: Technology, innovation & digital; corporate governance; risk management .
Equity Ownership
- Beneficial ownership: 8,945 shares; less than 1% of outstanding shares .
- 2024 director grant held: 1,572 restricted shares attributed to Barbour in 2024 grant .
- Ownership guidelines: Directors must hold shares equal to five times annual retainer; CEO 6x base salary; other executives 3x base salary .
| Ownership Metric | Value |
|---|---|
| Shares Beneficially Owned | 8,945; <1% of class |
| 2024 Restricted Shares (included in total) | 1,572 |
| Director Ownership Guideline | 5× annual retainer |
| Hedging/Pledging Policy | Prohibits hedging and pledging, with narrow exception requested by Srinivasan for controlled entities |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with explicit oversight of cyber/information security risk; designated audit financial expert; consistent attendance; robust governance practices (chair rotation limits; ownership requirements; clawback policy; prohibitions on hedging/pledging) supportive of investor alignment .
- Compensation alignment: Director pay mix emphasizes equity ownership via restricted stock; 2024 director cash and equity levels reflect modest increases versus prior years; no meeting fees or consulting arrangements; structure promotes alignment without performance gaming .
- Potential red flags and signals: No related-party transactions disclosed involving Barbour; however, TAFE (major shareholder) criticized AGCO governance and specifically referenced Audit Chair Barbour in an August 2024 Schedule 13D/A—an activism signal warranting monitoring of board-shareholder dynamics and any litigation resolution with TAFE . 2025 Say‑on‑Pay passed (61.2M for; 6.7M against; 1.17M abstain), indicating general investor support for compensation governance .
- Attendance/engagement: All directors attended 2024 Annual Meeting; all directors met ≥75% meeting participation in 2024; Barbour also serves on three+ committees, indicating high engagement .
Overall: Barbour’s IT/cyber and audit credentials, plus her Audit Chair leadership, support board effectiveness in financial oversight and cyber risk governance. The activist criticism from TAFE introduces a governance perception risk; continued transparency in audit/cyber oversight and investor engagement is advisable to sustain confidence .