Gregory Heckman
Bunge GlobalAbout Gregory Heckman
Gregory Heckman, 62, has served as Bunge Global SA’s Chief Executive Officer since 2019 and as a director since October 2018. He holds a B.S. in agricultural economics and marketing from the University of Illinois at Urbana‑Champaign . His pay program is highly performance‑levered (target CEO mix: 74% long‑term equity) with incentives tied to Adjusted EPS, Adjusted ROIC (AROIC), Adj PBT(I) and an RTSR modifier; 2022–2024 PBRSUs paid at 175% (EPS and AROIC at max; RTSR −25%) . Shareholders supported executive pay strongly (96.7% Say‑on‑Pay in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bunge Global SA | Chief Executive Officer | 2019–present | Led strategy and performance through commodity cycles; incentives aligned to EPS/AROIC and RTSR, with 2022–2024 PBRSUs paying 175% . |
| The Gavilon Group | Chief Executive Officer | 2008–2015 | Drove growth across agriculture and energy; led sale of agriculture business to Marubeni and energy business to NGL Energy Partners . |
| ConAgra Foods (Commercial Products; Trade Group) | COO; President & COO, ConAgra Trade Group | — | Senior P&L and trading leadership across commodity value chains . |
| Flatwater Partners | Founding Partner | — | Investment/operating expertise in agribusiness and energy adjacencies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OCI N.V. | Non‑Executive Director | 2015–present | Public company board experience . |
| Federal Reserve Bank of St. Louis | Board member | — | Regional macro and risk oversight exposure . |
| NYSE Board Services CEO Council | Member | — | Corporate governance network . |
| Greater St. Louis, Inc., Chair’s Council | Executive Committee | — | Civic/economic development leadership . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,200,046 | 1,200,046 | 1,350,014 (base rate raised to $1.4M for 2024) |
| Stock Awards (grant‑date fair value) | 11,480,361 | 10,964,403 | 10,779,356 |
| Non‑Equity Incentive (AIP) | 4,745,040 | 4,863,360 | 4,046,000 |
| All Other Compensation | 474,244 | 560,061 | 636,978 |
| Total Compensation | 17,899,691 | 17,587,870 | 16,812,348 |
Notes:
- 2024 base salary increased to $1.4M, first raise since 2019 .
- 2024 “All Other” includes $160,021 of perquisites (incl. $150,421 for limited personal aircraft use) and $476,957 of plan contributions .
Performance Compensation
Annual Incentive (AIP) – 2024
- Target: 170% of base salary ($2,380,000) .
- Structure: Company funding via Adj PBT(I) with strategic modifiers (quality of earnings, inclusion & belonging, sustainability). CEO weighting: 80% financial / 20% individual .
- Modifiers and funding: +0.25% QoE; +0.20% I&B; +0.60% Sustainability → Final funding rate 5.85% .
- Implied performance and payout calibration at final funding rate (financial component): Threshold $306M; Target $1,021M; Maximum $2,553M; Actual $1,788M → Financial payout 175% .
- Result: CEO actual AIP = $4,046,000, 170% of target .
| AIP Element | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adj PBT(I) funding (with modifiers) | 80% | 100% | 175% (at $1,788M implied) | 175% |
| Individual strategic objectives | 20% | — | Incorporated in total | Incorporated in total |
| Total payout | — | $2,380,000 | $4,046,000 | 170% |
Long‑Term Incentives (granted 2024)
- Mix: 60% PBRSUs; 40% TBRSUs .
- CEO 2024 LTIP target value: $11,000,000 .
- PBRSU framework: 3‑year cumulative EPS (50%) and 3‑year average AROIC (50%), with RTSR modifier ±25% vs S&P 500 Industrials; max 200%; negative TSR gatings apply .
- TBRSU vesting: cliff at 3rd anniversary (3/15/2027 for 2024 grant) .
| 2024 Grant | Shares/Units | Price/FV | Value |
|---|---|---|---|
| PBRSUs (Target/Max) | 69,477 / 138,954 | $95.56 | $6,379,378 |
| TBRSUs | 46,318 | $95.56 | $4,399,978 |
Performance outcome (prior cycle): 2022–2024 PBRSUs paid at 175% (EPS 200%; AROIC 200%; RTSR at 23rd percentile → −25% modifier) .
Vesting/settlement cadence:
- 2023 PBRSUs settle after 12/31/2025 (subject to certification) with vesting on 3/15/2026; 2024 PBRSUs settle after 12/31/2026 with vesting on 3/15/2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 685,742 shares; right to acquire 935,000 shares (options vesting/exercisable within 60 days); <1% of shares outstanding . |
| Options outstanding | 480,000 @ $53.43 (exp. 5/16/2029); 455,000 @ $42.76 (exp. 3/10/2030) . |
| Unvested TBRSUs (MV at $77.76) | 42,185 ($3,280,306), 44,961 ($3,496,167), 47,284 ($3,676,804) across 2022/2023/2024 grants . |
| Unvested PBRSUs (MV at $77.76) | 67,441 ($5,244,212) for 2023–2025 cycle; 70,927 ($5,515,284) for 2024–2026 cycle (assumes target) . |
| Ownership guidelines | CEO 6x base salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors and officers; no margin accounts or pledges allowed . |
Vesting over next 24 months (potential supply overhang):
- 2023 PBRSUs (target 67,441 units) settle post‑FY2025 and vest 3/15/2026; 2023 TBRSUs (44,961) vest 3/15/2026 .
Employment Terms
- Employment Agreement (Swiss law): 12‑month notice period; “Garden Leave” possible .
- Notice Period Payments: continued base salary, pro‑rated/target AIP components, and healthcare reimbursements during notice/garden leave .
- Post‑termination Non‑Compete Payments (12 months): base salary + target AIP + up to 12 months healthcare reimbursements; offset/reduction for breaches or new income above thresholds; release required .
- Equity treatment: upon termination without cause/for good reason, performance‑based awards vest based on actual performance (pro‑rated per plan); options exercisable up to 36 months after notice period (outside CoC) .
Potential payments (assuming termination on 12/31/2024):
| Scenario | Cash Severance | Notice/Non‑Compete | Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| For Cause | — | — | — | — | — |
| Without Cause/Good Reason | — | 7,560,000 | 31,297 | 11,465,635 | 19,056,932 |
| CoC‑related termination | — | 7,560,000 | 31,297 | 21,212,773 | 28,804,070 |
| Death/Disability/Retirement | — | — | — | 15,786,836 | 15,786,836 |
Notes: CEO receives no director fees for Board service .
Board Governance
- Board service: Director since 2018; not independent (management director) .
- Committee roles: None; all five standing Board committees are composed entirely of independent directors .
- Board leadership: Independent, non‑executive Chair (roles separated since 2014) .
- Attendance: ~99% average Board/committee attendance in 2024 .
- Executive sessions: Independent directors hold executive sessions at each Board meeting .
Director Compensation
- CEO directors receive no additional compensation for Board service .
Compensation Program Details and Governance
- AIP funding mechanics: 4.8% of Adj PBT(I) ± up to 2.1% modifiers; 2024 final rate 5.85% .
- LTIP design: 60% PBRSUs (3‑yr EPS/AROIC, RTSR modifier), 40% TBRSUs (3‑yr cliff) .
- Peer group and market positioning: 16‑company comparator set (ADM, Conagra, Corteva, Dow, General Mills, Ingredion, International Paper, Kellonova, Mosaic, Nutrien, PPG, Sysco, Tyson, US Foods, WestRock, Alcoa); Bunge at 86th percentile revenue and 17th percentile market cap vs peers .
- Clawbacks: Misconduct/restatement clawback and Dodd‑Frank–compliant policy adopted; HRCC administers .
- Prohibitions: No option repricing; no golden parachute excise tax gross‑ups; no hedging/pledging .
- Independent oversight: HRCC chaired by Kenneth Simril; uses independent consultant Semler Brossy; strong Say‑on‑Pay support (96.7% in 2024) .
Performance & Track Record
- PBRSU (2022–2024) outcome: EPS and AROIC at max; RTSR 23rd percentile (−25% modifier) → overall 175% payout, indicating strong internal financial execution despite relative TSR headwinds .
- Pay versus performance references: 2024 Adjusted EPS $9.19; Net Income $1,137M; Company TSR since 2019 tracked in Pay‑versus‑Performance table (value of $100 investment: $156 in 2024 from $197 in 2023) .
| Pay vs Performance Snapshot | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 base) | 119 | 173 | 190 | 197 | 156 |
| Adjusted EPS ($) | 8.30 | 12.93 | 13.91 | 13.66 | 9.19 |
| Net Income ($M) | 1,145 | 2,078 | 1,610 | 2,243 | 1,137 |
Compensation Committee Analysis (select points)
- Design emphasizes multi‑metric rigor and longer‑duration equity; annual risk assessment indicates programs do not encourage imprudent risk‑taking .
- Targets are set with “reasonable stretch”; PBRSU targets not disclosed during cycle to avoid competitive harm; disclosed after performance period .
Equity Vesting and Insider Selling Pressure
- Near‑term potential supply: 2023 TBRSUs (44,961) vest 3/15/2026; 2023 PBRSUs (target 67,441; actual contingent) settle post‑certification in early 2026; 2024 TBRSUs/PBRSUs vest/settle in 2027 .
- Hedging/pledging prohibitions and ownership guidelines support alignment and reduce forced selling risk .
Employment & Contracts
- Notice and Garden Leave provisions provide orderly transitions; post‑termination non‑compete consideration (salary+AIP+benefits) creates retention stickiness .
- CoC‑related termination delivers substantial equity acceleration ($21.2M at 12/31/2024 prices), implying meaningful retention through combination scenarios .
Investment Implications
- Alignment: High equity mix (74% of target) and multi‑metric design (EPS/AROIC/RTSR) support pay‑for‑performance; 2022–2024 PBRSU at 175% underscores execution despite relative TSR drag .
- Retention/stability: Significant unvested PBRSUs/TBRSUs and sizable notice/non‑compete economics reduce near‑term departure risk; however, 2026 vesting/settlement may create episodic liquidity overhangs .
- Governance quality: Independent Chair, fully independent committees, clawbacks, hedging/pledging ban, and strong Say‑on‑Pay (96.7%) reduce governance discount risk .
- Event risk: In CoC scenarios, equity acceleration is material; investors should model potential dilution/overhang from accelerated RSU settlement .