Zhanna Golodryga - Director | AGCO CORP /DE (AGCO) Executive Profile & Compensation

About Zhanna Golodryga

Age 69; appointed to AGCO’s Board effective April 1, 2025. Currently Executive Vice President, Emerging Energy and Sustainability at Phillips 66; previously Senior Vice President, Chief Digital & Administrative Officer, and earlier CIO roles at Hess Corporation and BHP Billiton Petroleum. Holds a master’s degree in mechanical engineering from Kiev Civil Engineering and Construction Institute. The Board classifies her as independent; committee assignments to be determined post-appointment.

Past Roles

Organization	Role	Tenure	Committees/Impact
Phillips 66	EVP, Emerging Energy & Sustainability	Senior roles since 2017; current EVP role as of 2025	Drives energy transition and decarbonization; led digital transformation including ML/AI in prior role
Hess Corporation	CIO & SVP for Services	Not disclosed	Enterprise IT leadership; transformation oversight
BHP Billiton Petroleum	VP & CIO	Not disclosed	Technology leadership in upstream energy

External Roles

Organization	Role	Tenure	Committees/Impact
Regions Financial Corporation	Director; Chair, Technology Committee	Current	Chairs Technology Committee; oversight of tech and cyber
Memorial Hermann Foundation	Board Member	Current	Non-profit governance

Board Governance

Appointment: Board voted to increase to 11 directors until the 2025 AGM and appointed Golodryga effective April 1, 2025; term runs to the 2025 AGM. Committee assignment(s) expected but TBD.
Independence: Board determined all directors are independent except the CEO (Hansotia) and Srinivasan; Golodryga is independent.
Committee structure: Standing committees include Audit, Finance, Governance, Sustainability, Talent & Compensation, Executive; Audit oversees cyber and information security risk.
Attendance: In 2024 the Board held 5 meetings; all directors met ≥75% attendance on Board/committee meetings they served; policy expects all directors to attend the Annual Meeting (all incumbents attended in April 2024).
Governance practices: Five-year chair term limits (Audit, Governance, Talent & Compensation); Lead Director duties expanded and limited to five-year term; director stock ownership requirement equal to 5× annual retainer; hedging and pledging prohibited.
Executive sessions and leadership: CEO serves as Chair; Lead Director presides over executive sessions and has defined oversight authorities.

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$135,000	Non-employee director standard retainer (2024)
Equity grant (restricted shares)	$185,000	Annual restricted stock; 2024 grant equated to 1,572 shares; 1-year transfer restriction
Committee chair fees	$25,000 (Audit); $20,000 (Talent & Compensation); $17,500 (Governance)	Annual chair retainers
Lead Independent Director fee	$40,000	Additional annual fee for Lead Director
Multi-committee service fee	$6,000	For service on ≥3 committees (excl. Executive)

Note: Golodryga’s committee assignment and any related chair/member fees will be set after appointment; the above reflects latest disclosed director pay structure.

Performance Compensation

Metric	Applies to Directors	Detail
Performance-linked equity/bonus	None disclosed	Non-employee director compensation comprises cash retainer plus restricted stock; no director performance metrics disclosed

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlock/Conflict
Regions Financial Corporation	Financials (Bank)	Director; Chair Technology Committee	No related-party transactions disclosed between AGCO and Regions; none noted in “Certain Relationships and Related Party Transactions”
Memorial Hermann Foundation	Non-profit	Board Member	Not a commercial counterparty; no conflicts disclosed

Expertise & Qualifications

Technology, innovation, digitalization and sustainability; cybersecurity oversight experience; international enterprise leadership.
Brings corporate governance and international experience relevant to AGCO’s smart solutions strategy and sustainability oversight.

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Zhanna Golodryga	None reported as of March 7, 2025	<1%	New director effective April 1, 2025; proxy shows no holdings as of record date
Director stock ownership guideline	5× annual retainer	N/A	Directors have five years from election to reach guideline; all directors/officers were either compliant or within transition period as of Dec 31, 2024
Hedging/Pledging	Prohibited	N/A	Hedging and pledging of AGCO equity securities prohibited (limited grandfathered exceptions)

Insider Trades

Date Range Reviewed	Form 4 Transactions	Notes
Through March 7, 2025 (proxy record date)	None disclosed	Beneficial ownership table lists no holdings for Golodryga as of record date; no insider transaction disclosures for her in proxy/8-Ks

Governance Assessment

Strengths: Independent director adding deep technology, cyber, digital transformation, and sustainability expertise; aligns with Audit Committee’s cyber risk oversight and Sustainability Committee remit; Board continues refresh with five new independent members since 2021; robust ownership, clawback, and anti-hedging/pledging policies.
Watch items: Committee assignments pending; monitor placement (Audit/Sustainability/Technology oversight) and subsequent meeting attendance/engagement disclosures.
Conflicts/related-party: No AGCO-related party transactions involving Golodryga disclosed; AGCO’s related-party policy requires independent director approval above $120,000.
Compensation alignment for directors: Fixed cash plus restricted equity supports alignment via ownership; director compensation structure transparent; ownership guideline provides skin-in-the-game over five years.

RED FLAGS: None disclosed specific to Golodryga (no pledging/hedging, no related-party transactions, independence affirmed). Broader board context includes TAFE-related governance matters (not linked to Golodryga) which the Board is addressing.