Carol Browner
Bunge GlobalAbout Carol Browner
Carol Browner (age 69) has served on Bunge’s Board since 2013. She is senior of counsel at Covington & Burling LLP and previously served as EPA Administrator (1993–2001) and as Assistant to President Obama and Director of the White House Office of Energy & Climate Change Policy (2009–2011). She holds a J.D. and B.A. from the University of Florida and brings deep expertise in environmental regulation, public policy, and sustainability across agriculture, energy, and renewable fuels .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Environmental Protection Agency | Administrator | 1993–2001 | Led federal environmental policy and enforcement |
| The White House | Assistant to the President; Director, Office of Energy & Climate Change Policy | 2009–2011 | Directed U.S. energy/climate policy coordination |
| The Albright Group / Albright Capital Management | Founding Principal | 2001–2008 | Strategic advisory/finance roles |
| Albright Stonebridge Group | Senior Counsel | 2011–2021 | Global advisory, sustainability/policy counsel |
| Covington & Burling LLP | Senior of Counsel (ESG practice) | Current | ESG advisory; legal/policy expertise |
External Roles
| Organization | Role | Status |
|---|---|---|
| League of Conservation Voters | Chair of the Board | Current |
| Other public company boards (past 5 years) | — | None |
Board Governance
- Independence: The Board determined Browner is independent under NYSE standards; also concluded she meets enhanced independence standards for committee service .
- Committee assignments: Corporate Governance & Nominations (member); Sustainability & Corporate Responsibility Committee (Chair) .
- Committee meeting cadence (2024): CGNC met 4 times; Sustainability & Corporate Responsibility met 4 times .
- Board activity/attendance: Board met 6 times and acted by written consent twice in 2024; directors attended over 99% of combined Board/committee meetings .
- AGM attendance: Company policy requires directors attend the AGM; all nominees serving at the time attended the 2024 AGM .
- Executive sessions: Independent directors meet in executive session at each Board meeting; presided over by the independent Board Chair .
Fixed Compensation
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Structure (non-employee directors): Annual cash retainer $150,000; Audit Committee member fee $10,000 and chair $25,000; other committee chair fees $20,000; additional $1,000 per meeting beyond 10; annual equity award $200,000; supplemental chair retainer $75,000 cash and $100,000 equity for Board Chair .
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2024 director compensation (Browner): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $151,319 | | Stock Awards (grant-date fair value) | $199,957 | | Total | $351,276 |
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2024 equity grant details: Annual grant of 1,947 RSUs on May 15, 2024 (average high/low price $102.70); RSUs generally vest at the next AGM if service continues to that date .
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Year-over-year program changes: In 2024, Board approved a $50,000 increase to the annual cash retainer to maintain competitiveness and mitigate Swiss tax obligations post redomestication .
Performance Compensation
- Not applicable: Bunge does not disclose performance-linked metrics for non-employee director compensation; director RSUs are time-based and vest at the next AGM .
- Change-in-control terms (directors): If awards are not assumed or service terminates within one year of change-in-control, director RSUs vest immediately; options (if any) become exercisable (Company has not granted options under the 2017 NED Plan) .
Other Directorships & Interlocks
- Public boards: None in the past five years .
- Ordinary-course business relationships: The Board reviewed that Browner serves as an executive/partner/officer of another company that did business with Bunge in the ordinary course; arrangements were arm’s length and she was determined independent .
Expertise & Qualifications
- Top competencies: Risk management; government & public policy; sustainability .
- Skills matrix highlights: Government/public policy and sustainability expertise aligned with SCRC chair role .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 25,510 |
| Ownership as % of shares outstanding | <1% (asterisk denotes less than 1%) |
| Most recent annual RSU grant | 1,947 RSUs on May 15, 2024; grant-date valuation $199,957; avg high/low $102.70 |
| Stock options outstanding | None granted under 2017 NED Plan |
| Ownership guidelines (directors) | Must hold shares equal to 5x annual cash retainer ($750,000); unvested RSUs do not count; must hold 100% of net shares acquired until guideline met |
| Hedging/pledging | Prohibited from hedging, short sales, margin accounts, or pledging company shares |
Governance Assessment
- Strengths: Independent, long-tenured director with deep sustainability/public policy expertise; chairs SCRC with clear oversight of climate, deforestation, and ESG disclosures; strong Board-level attendance and executive session discipline; director pay mixes cash/equity with robust ownership guidelines and anti-hedging/pledging policy supporting alignment .
- Potential conflicts: Ordinary-course business relationships tied to external affiliations were reviewed and determined immaterial/arm’s length; independence reaffirmed .
- Compensation signals: Fixed cash/equity structure for directors, with time-based RSUs and no options; 2024 retainer increase reflects competitiveness and jurisdictional tax impacts rather than pay inflation; director equity vests annually, promoting ongoing engagement without short-term performance gaming .
- Attendance/engagement: Board and committees exhibited ~99% attendance and required AGM participation, which supports board effectiveness and investor confidence .
RED FLAGS: None disclosed specific to Browner (no related-party transactions identified beyond ordinary-course arm’s-length dealings; no hedging/pledging; no public company interlocks reported) .