Emer Gunter
About Emer Gunter
Emer Gunter, age 64, has served on the AVD Board since 2019. She spent 34 years at Monsanto, including Director of Manufacturing for Latin America (20 plants) and Asia Pacific (15 plants), and ultimately Vice President of Environmental, Safety and Health (ESH), where she led manufacturing optimization, six sigma, automation, and global ESH initiatives that halved recordable incidents while the company doubled in size. Her expertise spans manufacturing operations, international business, and sustainability, and she currently chairs AVD’s Nominating & Corporate Governance Committee and serves as ESG Liaison to management through the Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto | Director of Manufacturing (Latin America); Director of Manufacturing (Asia Pacific) | 34-year career | Oversaw 20 plants (LatAm) and 15 plants (APAC); led process optimization, de-bottlenecking, quality and cost reliability, six sigma, factory automation |
| Monsanto | Vice President, Environmental, Safety and Health (ESH); Member, Manufacturing Leadership Team; Member, Monsanto Advisory Council | 34-year career | Operationalized human rights initiatives; drove ESH culture; step-change in safety performance with recordables reduced by half as company doubled in size |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships are mentioned in Ms. Gunter’s proxy biography . |
Board Governance
- Committee leadership and memberships: Chair, Nominating & Corporate Governance Committee; Member, Finance Committee; Member, Risk Committee (ESG Liaison between the N&CG Committee and senior management) .
- Independence: All N&CG Committee members, including Ms. Gunter, are independent under NYSE rules .
- Attendance and engagement: The Board met 17 times in 2024; all directors attended 100% of regular Board meetings and at least 75% of special Board and committee meetings; all directors attended the 2024 Annual Meeting held virtually .
- Lead Independent Director and executive sessions: Independent Lead Director (Scott Baskin) presides over regular executive sessions of non-management directors .
- Risk oversight: Board-level Risk Committee meets at least four times per year; Ms. Gunter is a standing member; committee ensures risk owners, resourcing, and continuous monitoring are embedded in culture .
- Board refreshment: Ms. Gunter has chaired N&CG for three years amid broader leadership refresh (new Audit Chair in 2024; new Compensation and Finance Chairs under one year) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 125,000 | 40,000 | — | 165,000 |
Board pay structure (2024):
| Component | Amount |
|---|---|
| Cash retainer | $60,000 |
| Annual equity | $80,000 (or election to take $40,000 cash + $40,000 stock after 5 years of grants) |
| Committee chair premiums | Audit $10,000; Finance $8,000; Compensation $7,000; Nominating/Governance & Risk $5,000 |
| Committee member retainers | Audit $10,000; Finance $10,000; Compensation $7,500; Nominating/Governance & Risk $5,000 |
| Lead Director | $25,000 |
| Special assignments | Per diem $2,000; Conditional meeting fee (>2 scheduled meetings) $1,500 |
Grant detail:
- Directors receiving $40,000 stock awards were granted 2,199 shares; those receiving $80,000 were granted 4,398 shares; grant-date fair value based on closing price; excludes forfeiture effects under ASC 718 .
Performance Compensation
| Program Element | Metrics | Measurement Basis | Peer Comparison | Performance Period | Vesting Condition |
|---|---|---|---|---|---|
| Executive performance-based equity (context) | Net sales; EBIT; TSR | Company performance vs metrics | Relative vs peer group | Typically 3 years | Vesting based on metric outcomes vs peer group benchmarks |
- Note: Non-management directors (including Ms. Gunter) receive fixed cash and time-based stock awards; no options or performance-based director awards are disclosed . The performance metric framework above applies to executives and is provided to assess pay-for-performance design quality at the company level .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks (2024) | No member of the Compensation Committee served on a board of another public company where any officer or director of such entity also served on AVD’s Board during 2024 (Ms. Gunter is not on the Compensation Committee) . |
| Family relationships | None among any directors or executive officers . |
Expertise & Qualifications
- Skills matrix indicates Ms. Gunter brings competencies in agribusiness, ESG/sustainability, global experience, human capital, operational excellence, supply chain, and strategy, aligning her background with AVD’s manufacturing and sustainability priorities .
- She serves as ESG Liaison, connecting board governance to management on environmental and social oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Émer Gunter | 24,913 | Under 1% | Address for directors: 4695 MacArthur Ct., 12th Floor, Newport Beach, CA 92660 |
| Options | None disclosed for directors in 2024 (Option Awards $0) | — | — |
| Stock ownership guidelines | Directors: four years’ worth of stock awards required | — | Compliance status not disclosed |
| Hedging/margin | Executives and directors prohibited from hedging and holding company securities in margin accounts | — | — |
Governance Assessment
- Strengths: Independent director with deep manufacturing and ESH credentials; Chair of N&CG with explicit remit for board effectiveness, succession planning, and governance policies; active Risk Committee member and ESG Liaison; strong attendance; prohibition on hedging/margin enhances alignment; director equity grants provide ownership exposure .
- Compensation alignment: Director pay mix is balanced (cash + stock), with no options; board-level compensation structure transparent (retainers, chair/member fees, special assignment fees) .
- Interlocks/related parties: No family relationships; compensation committee interlocks negative disclosure (none); one director (Bassett) received consulting fees, but no related-party transactions disclosed for Ms. Gunter specifically—monitor ongoing disclosures for potential conflicts across the board .
- Board refresh and oversight: N&CG leadership tenure and refreshed committee chairs signal active governance; risk oversight formalized with regular cadence and accountability mechanisms .
RED FLAGS: None disclosed specific to Ms. Gunter (no family ties, no option repricing, no tax gross-ups policy; hedging prohibited). Continue to monitor director consulting arrangements elsewhere on the board and any changes in committee assignments or compensation structure for independence and alignment risks .