Carmen Tiu
About Carmen Tiu
Independent director elected in December 2024; age 62. Over 30 years in agricultural chemicals at Dow AgroSciences/Corteva in regulatory strategy, food standards, risk, and government affairs; authored 100+ scientific publications; B.S. in Chemical Engineering and M.S. in Organic Chemistry from University Politechnic Timisoara; Fellow of the American Chemical Society . Appointed to fill a board vacancy and serves on the Audit, Finance, and Risk Committees . The Board classifies her as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow AgroSciences (later Corteva Agriscience) | Regulatory strategy, food standards, risk, government affairs; roles of increasing responsibility | 1987 – early 2024 | Authored 100+ scientific publications; contributed to hundreds of regulatory strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Chemical Society | Fellow | Not disclosed | Credential noted in AVD proxy biography |
Board Governance
| Area | Details |
|---|---|
| Board service | Elected December 2024; nominated for election at 2025 annual meeting |
| Independence | Board determined seven of nine nominees are independent; excludes CEO and one consulting director; Tiu serves as independent director |
| Committee assignments | Audit (member), Finance (member), Risk (member) |
| Committee chairs | None (Audit chaired by Steven Macicek; Finance chaired by Mark Bassett; Risk chaired by Scott Baskin) |
| Board meetings | 17 meetings in 2024; all directors attended 100% of regular meetings and at least 75% of special/committee meetings; executive sessions presided by Lead Director Scott Baskin |
| Lead Independent Director | Scott Baskin (sets agenda; presides over executive sessions) |
| Risk oversight cadence | Risk Committee meets at least four times per year; all directors invited and typically attend |
| Anti-hedging/insider trading | Directors and Section 16 officers prohibited from hedging and similar transactions; margin accounts forbidden; insider trading policy enforced with pre-clearance/blackouts and 10b5-1 plan guidance |
2025 Shareholder Support (Director Election and Say-on-Pay)
| Item | For | Against | Withheld/Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – Carmen Tiu | 16,740,484 | 121,789 | 9,015 | 5,554,243 |
| Say-on-Pay (2025) | 14,654,753 | 2,125,356 | 91,179 | 5,554,243 |
| Say-on-Pay (2024) | 19,570,683 | 1,508,310 | 8,095 | 2,898,445 |
Fixed Compensation
| Component | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Annual equity grant (common stock) | $80,000 |
| Committee member retainers – Audit | $10,000 |
| Committee member retainers – Finance | $10,000 |
| Committee member retainers – Risk | $5,000 |
| Committee chair premiums – Audit | $10,000 |
| Committee chair premiums – Finance | $8,000 |
| Committee chair premiums – Compensation | $7,000 |
| Committee chair premiums – Nominating/Governance & Risk | $5,000 |
| Lead Director premium | $25,000 |
| Special assignment per diem | $2,000 |
| Conditional meeting fee (>2 scheduled meetings) | $1,500 |
Tiu’s compensation is governed by the standard non-management director plan; the Company stated her compensation will follow standard provisions upon appointment . Directors with five years of stock grants may elect half cash/half equity ($40k + $40k stock) in lieu of the $80k equity award .
Performance Compensation
| Equity Grant Type | Grant Value | Typical Share Count | Vesting/Notes |
|---|---|---|---|
| Director annual common stock grant | $80,000 | 4,398 shares | Grant-date fair value per ASC 718; shares based on closing price on issuance |
| Alternative director grant (half cash/half equity for eligible directors) | $40,000 stock + $40,000 cash | 2,199 shares | Available after 5 years of stock grants |
The Company’s performance-based metrics (apply to executives, not directors): half of executive equity vests on peer-relative Net Sales, EBIT, and TSR over ~3 years; clawback policy for executives; double-trigger change-in-control provisions; no hedging/margin accounts; no tax gross-ups; no option repricing .
| Executive Performance Metric (Program Feature) | Award Linkage | Performance Period | Notes |
|---|---|---|---|
| Net Sales (peer-relative) | Performance-based equity (executives) | ~3 years | Caps on bonuses; market benchmarking; risk management |
| EBIT (peer-relative) | Performance-based equity (executives) | ~3 years | Consultant independence; double-trigger CIC |
| TSR (peer-relative) | Performance-based equity (executives) | ~3 years | Anti-hedging; no margin accounts |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company directorships (Tiu) | Not disclosed in proxy/8-K biography sections |
| Compensation Committee interlocks (2024) | None; no member served on another public company board where any officer/director of such entity also served on AVD’s Board |
Expertise & Qualifications
| Skill/Competency | Tiu Qualification |
|---|---|
| Agribusiness | Yes |
| ESG/Sustainability | Yes |
| Financial Expert/Literate | Yes (financially literate for Audit service) |
| Global Experience | Yes |
| Government/Regulatory | Yes |
| Human Capital | Yes |
| Mergers & Acquisitions | Yes |
| Operational Excellence | Yes |
| Strategy | Yes |
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Carmen Tiu de Mino (Director) | 6,786 | Under 1% | April 5, 2025 |
Stock ownership guidelines: Directors are required to accumulate four years’ worth of stock awards; hedging and margin accounts prohibited .
Governance Assessment
- Board effectiveness: Tiu brings deep regulatory and risk expertise to Audit, Finance, and Risk committees, aligning with AVD’s risk oversight emphasis and regulatory exposure . Her financial literacy and global agribusiness background strengthen audit oversight and strategic discussions .
- Independence and engagement: Board classified her as independent; board met 17 times in 2024 with strong attendance and regular executive sessions led by the Lead Director, supporting robust governance processes .
- Investor confidence signals: Strong shareholder support for Tiu’s election (16.74M for vs 0.12M against) and majority support for say-on-pay in 2025 and 2024, indicative of governance stability despite transformation and leadership changes .
- Compensation alignment: Director pay mix emphasizes equity ($80k stock) plus modest cash retainer and committee fees; ownership guidelines enhance skin-in-the-game; anti-hedging/margin restrictions reduce misalignment risks .
- Conflicts and related-party: Company disclosed no related-party transactions >$120,000 involving Tiu since the beginning of the last fiscal year, mitigating conflict risk .
- Watch items: Proxy references ongoing remediation of a material weakness in internal controls, elevating audit oversight demands; Tiu’s Audit Committee membership is a positive mitigant but merits continued monitoring of remediation progress .
RED FLAGS: None identified specific to Tiu; company-level risk includes internal control material weakness referenced in proxy forward-looking factors .