Adam Putnam
About Adam H. Putnam
Adam H. Putnam (age 50) is an independent director of Alico, Inc. (ALCO), serving since August 2020; he is slated to become Chairman of the Board immediately after the February 28, 2025 Annual Meeting. He is Chief Executive Officer of Ducks Unlimited since April 2019, and previously served as Florida’s Commissioner of Agriculture (2011–2019) and as a U.S. Congressman for five terms (2001–2011). He holds a B.S. in Food and Resource Economics from the University of Florida and brings extensive expertise in agriculture, sustainability, climate policy, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States House of Representatives | U.S. Representative (FL) | 2001–2011 | House Republican Conference Chair (2007–2009); focus on agriculture, water and energy legislation |
| State of Florida | Commissioner of Agriculture | 2011–2019 | Led initiatives on Florida agriculture growth and water supply protection |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Ducks Unlimited (non-profit) | Chief Executive Officer | Apr 2019–present | Conservation of wetlands; potential charitable/relationship considerations if ALCO engages DU; no related-party transactions disclosed with Putnam |
| AgAmerica Lending | Advisory Board Member | Not disclosed | Financial services for agriculture; monitor if ALCO enters financing with AgAmerica; no related-party transactions disclosed |
| Leading Harvest | Founding Director | Not disclosed | Agricultural sustainability standard-setting; governance alignment with ALCO’s ESG oversight |
Board Governance
- Independence: The Board determined Putnam qualifies as “independent” under Nasdaq rules and no relationships interfere with independent judgment .
- Chair succession: Putnam will succeed George R. Brokaw as Chairman immediately after the 2025 Annual Meeting (post-meeting). The Board currently separates Chair and CEO roles .
- Attendance: The Board met 5 times in FY2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet at least twice per year; requirement met in FY2024 .
| Committee | Membership | Chair Role | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | — | 4 |
| Nominating & Governance | Member | — | 2 |
| Sustainability & Corporate Responsibility | Member | Chair | 1 |
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $75,000 | Standard retainer; no meeting fees |
| Committee Chair Fee | $5,000 | Applies to Putnam as Sustainability Committee Chair |
| Audit Committee Chair Fee | $10,000 | Not applicable to Putnam |
| Chairman of the Board Fee | $50,000 | Not applicable in FY2024; Brokaw waived this fee |
| Adam H. Putnam – Total Fees Earned | $80,000 | FY2024 director compensation |
| Alternative Equity Election | 18,188 shares | Directors may elect stock in lieu of cash; 18,188 shares were granted in lieu of cash fees to each director in 2024; awards fully vested |
Note: Directors can elect to receive fees in stock each quarter; 2024 proxy discloses 18,188 shares granted in lieu of cash fees to each director, with Stock Awards column showing $0—suggesting accounting treatment as fee-in-lieu rather than separate equity award .
Performance Compensation
No performance-based director compensation metrics disclosed for non-employee directors in FY2024; equity in lieu of fees was fully vested upon grant, not performance-conditioned .
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Performance-based Director Metrics | Not disclosed | Not disclosed | None disclosed |
Other Directorships & Interlocks
| Company Type | Current Public Company Boards | Prior Public Boards | Non-profit/Private Boards |
|---|---|---|---|
| Director (Putnam) | None disclosed | None disclosed | Ducks Unlimited (CEO), Leading Harvest (founding director), advisory role at AgAmerica; “various non-profit and private organizations” |
- Interlocks/Conflicts: No related-party transactions disclosed involving Putnam. ALCO’s policy requires Audit Committee review of related-person transactions >$120,000; charitable contributions are pre-approved only when the related person is not an executive officer of the organization and below thresholds—Putnam is CEO at Ducks Unlimited, so any ALCO-DA transactions would require Audit review; none disclosed .
Expertise & Qualifications
- Agriculture and sustainability leadership; climate change and water resource policy expertise; strategic planning; risk management; governance .
- Skills matrix shows Putnam has Board experience, Agriculture, CEO/business head, Government/Public Policy, Strategic Planning, Environmental Science/Policy/Climate Change, Risk Management, Corporate Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Adam H. Putnam | 13,124 | <1% | Based on 7,636,160 shares outstanding as of Jan 3, 2025 |
- Director Ownership Guidelines: All directors must own ALCO stock with market value (or cost, if higher) ≥$200,000 within a phase-in period; all directors met the requirement throughout FY2024 .
- Hedging/Pledging: ALCO prohibits hedging by directors, officers, and employees; no pledging disclosures for Putnam .
- Insider filings: No delinquent Section 16 filings reported for directors in FY2024 (one late Form 3 for a non-director executive) .
Governance Assessment
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Strengths
- Independent director, slated to become independent Chairman—enhances Board oversight and separation from management .
- Deep agriculture, sustainability, and climate/regulatory expertise matched to ALCO’s land and agricultural strategy; chairs Sustainability Committee, signaling Board focus on ESG integration .
- Committee engagement across Audit and Nominating & Governance; Board and committee attendance thresholds met; independent director sessions held .
- Ownership alignment via mandatory director ownership guidelines met by all directors; anti-hedging policy in place .
-
Watch Items / Potential Conflicts
- External leadership at Ducks Unlimited and roles at AgAmerica/Leading Harvest: monitor for any ALCO transactions with these entities and ensure Audit Committee review under the related-person transaction policy; none disclosed to date .
- Say-on-Pay context: 2024 approval was ~60% when counting broker non-votes as “against” under bylaws, but ~90% excluding broker non-votes—Board acknowledges feedback; while executive pay is not directly tied to director compensation, investor sentiment on pay should be considered during Chair transition .
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Compensation Structure Signals
- Director pay remains retainer-based and modest; ability to elect equity in lieu of cash (18,188 shares in 2024) supports alignment without performance metrics for directors; no meeting fees reduce pay inflation risk .
- Compensation consultant (Semler Brossy) supports executive program as needed; committee independence affirmed; no interlocks .
RED FLAGS: None disclosed specific to Putnam (no related-party transactions, no attendance issues, no Section 16 issues). Continue monitoring for any ALCO contributions or engagements with Ducks Unlimited or AgAmerica that could trigger related-party review due to Putnam’s executive/advisory roles .