Adrian Isman
Bunge GlobalAbout Adrian Isman
Adrian Isman (age 62) is a CPP Investments–nominated independent director nominee to Bunge Global SA’s Board, contingent upon closing of the Viterra transaction; he is expected to serve on the Audit Committee and the Enterprise Risk Management Committee. He spent nearly four decades in global agriculture commodities, including senior leadership at Louis Dreyfus Company (LDC), and currently serves as Chief Growth Officer of Calosense Inc. (formerly CEO) and as a director of Purefield Ingredients (private). Education: B.A. in Economics (Universidad de Buenos Aires), Advanced Management Program (INSEAD and Fundação Dom Cabral), Corporate Governance Program certificate (Columbia Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louis Dreyfus Company (LDC) | CEO, North America Region | 2017–2022 | Led commodity trading and regional operations; extensive oilseed processing experience |
| Louis Dreyfus Company (LDC) | Various senior roles: commodities trading, government relations; COO/CEO of regions; Head of Juices; Co-Head of Grains & Oilseeds | 1985–1997; 2000–2022 | Global leadership across South America, Asia, U.S.; M&A and public policy exposure |
| Marc Rich Agriculture Latin America | Chief Executive Officer | 1997–2000 | Ran Latin America operations, strategy and trading |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Calosense Inc. (medical services) | Chief Growth Officer | Jan 2025–present | Cross-industry growth leadership |
| Calosense Inc. | Chief Executive Officer | Nov 2023–Dec 2024 | Led strategic and operating transition |
| Purefield Ingredients (private) | Director | Current | Private agribusiness board experience |
| Biosev S.A. (public) | Director | 2019–2021 | Prior public company board service in agribusiness |
Board Governance
- Status and Independence: Listed as independent director nominee; Board determined all non‑employee nominees independent under NYSE standards .
- Committee Assignments (expected upon Viterra close): Audit; Enterprise Risk Management (ERMC) .
- Committee Context: Audit met 8× in 2024; oversees financial reporting, compliance, internal audit, and cybersecurity. ERMC oversees enterprise risk limits across commodity market, FX, liquidity, credit, country, climate, sanctions/derivatives compliance, insurance risk; after Viterra close, ERMC Chair expected to be Christopher Mahoney .
- Board Processes: Executive sessions at each Board and committee meeting; average ~99% attendance in 2024; independent Board Chair; five fully independent committees .
- Tenure/Onboarding: Nomination is contingent on Viterra closing; Board emphasizes structured onboarding, succession and refreshment (avg tenure 3 years) .
Fixed Compensation
Non‑employee director compensation schedule (2024 program, indicative for Isman upon election):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Increased by $50,000 in 2024; competitiveness and Swiss tax mitigation |
| Board Chair Cash Supplemental | $75,000 | Only for non‑employee Chair |
| Annual Equity Award (RSUs) | $200,000 | Granted at AGM; vest at next AGM if still serving |
| Chair Equity Supplemental | $100,000 | Only for non‑employee Chair |
| Audit Committee – Member Fee | $10,000 | For added workload/responsibility |
| Audit Committee – Chair Fee | $25,000 | |
| Other Committees – Chair Fee | $20,000 | No member fees for other committees |
| Per‑Meeting Fee (beyond 10/year) | $1,000 each | If Board/committee exceeds 10 meetings |
| Pro‑Rata Equity on mid‑year appointment | Pro‑rated RSUs | Based on days to next AGM |
Program mechanics and restrictions:
- RSU grants under 2017 NED Plan; annual grant value cap $540,000; 320,000 shares authorized (188,358 granted as of 12/31/2024) .
- Share ownership guideline: 5× annual cash retainer ($750,000) within five years; only directly owned shares count; hold 100% of net shares until compliant .
- Prohibitions: No short sales, hedging, margin accounts or pledging of Company shares .
Illustrative recent grants (incumbent directors): 1,947 RSUs on May 15, 2024; grant-date pricing reference average high/low $102.70; closing price $77.76 on 12/31/2024 . Isman was not a director in 2024; his grants would follow plan terms upon election .
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned equity; RSUs are time‑based and vest at the next AGM if service continues .
- No bonus/TSR‑linked awards disclosed for directors; performance metrics apply to executives, not directors .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Consideration |
|---|---|---|
| CPP Investments | Nominating shareholder; rights to designate two directors while ≥10% ownership (one if ≥5%) | Governance interlock via Shareholder Agreement; Board asserts independence framework and RPT review policy |
| Viterra/Glencore | Counter‑party in business combination; Glencore nominates two directors; ERMC Chair expected to be Mahoney (Glencore nominee) | Integration oversight; monitor arm’s‑length dealings and risk governance |
| Biosev S.A. | Prior public directorship (2019–2021) | Historical agribusiness network |
| Purefield Ingredients | Private company directorship | Supplier/customer exposure should be reviewed under RPT policy if applicable |
Expertise & Qualifications
- Global agribusiness leadership: commodities trading, oilseed processing, M&A, government relations; deep South America market experience .
- Risk management and logistics competencies align with Audit and ERMC mandates .
- Education in economics and governance; advanced management training (INSEAD/FDC) and governance certification (Columbia) .
Equity Ownership
- As Isman was not serving as a director in 2024, he is not included in the beneficial ownership table; upon election, director ownership will be tracked against the 5× retainer guideline with required holding of net shares until compliance .
- Company‑wide prohibitions against hedging/pledging/margin use apply to directors .
Governance Assessment
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Strengths
- Independent nominee with extensive commodity markets and oilseed processing experience; expected to enhance Audit and ERMC oversight .
- Board structure features independent Chair, executive sessions at each meeting, ~99% attendance, and robust committee charters and risk oversight frameworks .
- Transparent director compensation and stringent ownership/anti‑hedging policies support alignment .
-
Watch items / RED FLAGS
- Shareholder Agreements grant nomination rights to CPP Investments and Glencore; while independence determinations are in place, this creates potential influence/interlock risks. Monitor related‑party exposures and ensure strict adherence to arm’s‑length RPT policy in transactions involving CPP/Glencore/Viterra affiliates .
- Integration of Viterra adds complexity to ERMC risk limits across commodity/FX/liquidity/credit/climate; director effectiveness will hinge on active ERMC engagement and clear risk appetite governance .
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Investor confidence signals
- Strong governance highlights; active shareholder engagement; say‑on‑pay support 96.7% in 2024 reflects investor alignment on compensation governance (context for overall board quality) .
- Clear director compensation framework and ownership guidelines reduce misalignment risk .