Suzanne Clark
AGCO CORP /DEAbout Suzanne P. Clark
Suzanne P. Clark (age 57) has served on AGCO’s Board since April 2017 and is an independent director. She is Chief Executive Officer of the U.S. Chamber of Commerce (CEO since March 2021; previously President since June 2019; former Senior EVP/COO) and brings policy, regulatory, and industry advocacy expertise. At AGCO, she chairs the Talent and Compensation Committee and serves on the Executive and Sustainability Committees. The Board has determined she is independent; all directors (except the CEO Eric Hansotia and Mallika Srinivasan) are independent under NYSE and company standards. In 2024, each director attended at least 75% of Board/committee meetings, and all incumbents attended the April 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Chamber of Commerce | CEO; previously President; former Senior EVP/COO | CEO since Mar 2021; President since Jun 2019 | Provides real-time guidance on regulation, trade, and sustainability affecting AGCO’s strategy |
| Potomac Research Group (PRG) | Led a financial information boutique | 2010 – Sep 2014 | Capital markets/policy insights relevant to investor relations and strategy |
| Atlantic Media – National Journal Group | President | Not disclosed | Led a premier information/analysis platform for policy community, strengthening media and stakeholder engagement skills |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransUnion (NYSE: TRU) | Director; Chair, Risk & Compliance Committee; member, Audit Committee | Not disclosed | Risk oversight, audit literacy; potential network benefits; no related-party transactions with AGCO disclosed |
| Economic Club of Washington, D.C. | Board Member | Not disclosed | Public policy and business network insights |
| International Women’s Forum (Washington Chapter) | Former President | Not disclosed | Leadership network; diversity and governance advocacy |
Board Governance
- Committee assignments (2024): Chair, Talent & Compensation (5 meetings); Member, Executive (4); Member, Sustainability (3). AGCO Board held five meetings in 2024; each director attended ≥75% of aggregate meetings; all incumbents attended the April 2024 annual meeting in person. Executive sessions of non-management directors are held at each regular Board meeting. Lead Director is Michael C. Arnold.
- Independence: Board determined Clark to be independent; only Hansotia and Srinivasan were non-independent.
- Committee scopes (selected):
- Talent & Compensation (Chair): Oversees executive pay programs, CEO and executive succession, produces CD&A report.
- Sustainability (Member): Oversees environmental policy, workplace safety/human rights, sustainability disclosures, and climate-related risk.
- Executive (Member): Authorized to act between Board meetings on matters not postponable.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash retainer (2024) | $155,000 | Includes base director retainer ($135,000 for all non-employee directors) plus committee chair fee ($20,000 for T&C Chair) and applicable structure; separate chair retainers exist for other committees; $6,000 additional retainer applies to directors serving on ≥3 committees (excluding Executive) |
| Equity (restricted stock) | $185,000 | Annual restricted stock grant; 2024 grant on Apr 25, 2024; 1,572 shares; transferability restricted for one year (accelerates upon Board departure) |
| Total 2024 director pay | $340,000 | Cash + equity as reported |
Notes
- Standard program for non-employee directors: $135,000 cash retainer + $185,000 restricted shares; additional chair fees: Audit $25k, T&C $20k, Governance $17.5k; Lead Director receives $40k.
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based restricted stock with a one-year transferability restriction. No stock options or performance shares are granted to directors.
| Performance Metric (Directors) | Weight | Outcome |
|---|---|---|
| Not applicable – directors receive time-based restricted stock only | — | — |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| TransUnion (NYSE: TRU) | Director; Chair, Risk & Compliance; Audit Committee member | AGCO discloses no compensation committee interlocks; no AGCO executive serves on a board where any AGCO director is an executive officer. No related-party transactions involving Clark are disclosed. |
Expertise & Qualifications
- Policy/regulatory and commerce expertise as CEO of the U.S. Chamber of Commerce; provides real-time guidance on sustainability, government regulation, trade, and commerce impacting AGCO.
- Risk oversight and audit literacy through TRU Risk & Compliance (Chair) and Audit Committee roles.
- Strategic communications and stakeholder engagement from prior leadership at National Journal Group and PRG.
Equity Ownership
| Item | Value |
|---|---|
| Common shares beneficially owned (as of Mar 7, 2025) | 10,484 shares |
| 2024 restricted shares held from annual grant | 1,572 shares (Apr 25, 2024 grant) |
| Shares outstanding (as of Mar 7, 2025) | 74,582,029 |
| Ownership as % of shares outstanding | ~0.014% (10,484 ÷ 74,582,029) |
| Stock ownership guideline (directors) | 5× annual retainer; compliance required within 5 years |
| Compliance status | As of Dec 31, 2024, all directors were in compliance or within the 5-year transition window |
| Hedging/Pledging | Company prohibits hedging and pledging of AGCO securities (narrowed exception noted due to another director); no pledging by Clark disclosed |
Governance Assessment
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Strengths for investors
- Independent director with complementary external roles; chairs the Talent & Compensation Committee overseeing a best-practice pay program (sliding-scale metrics for cyclicality, balanced LTI with RONA/revenue and TSR modifier, double-trigger CIC vesting, clawback).
- Solid engagement: ≥75% meeting attendance in 2024; attended annual meeting; active committee leadership.
- Ownership alignment: Receives annual restricted stock; director ownership guideline of 5× retainer; Board-wide compliance or within transition period.
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Potential risks/overboarding/time commitments
- External commitments (CEO of U.S. Chamber; TRU board) increase time demands, but 2024 attendance met ≥75% threshold and no interlocks or related-party transactions involving Clark are disclosed.
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Conflicts and related-party exposure
- No Clark-related transactions disclosed in “Certain Relationships and Related Party Transactions”; primary related-party topic involves TAFE and another director. Hedging/pledging prohibited by policy.
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RED FLAGS
- None specific to Clark disclosed (no related-party transactions, no pledging, no compensation interlocks).