Jay Winship
Bunge GlobalAbout Henry "Jay" Winship
Independent director of Bunge Global SA; age 57; director since 2018 with six completed years of board tenure. Founder and Managing Member of Pacific Point Capital, LLC and Pacific Point Advisors, LLC; previously Principal, Senior Managing Director and Investment Committee member at Relational Investors beginning in 1996. Credentials include Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA); audit committee financial expert. Education: B.S. in Finance (University of Arizona) and MBA (UCLA). Other public boards: C.H. Robinson (2022–present) and CoreLogic, Inc. (2020–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Point Capital, LLC | Founder & Managing Member | Not disclosed | Investment, capital allocation, governance expertise |
| Pacific Point Advisors, LLC | Founder & Managing Member | Not disclosed | Investment and financial management |
| Relational Investors | Principal, Senior Managing Director; Investment Committee member | Joined 1996 | Institutional investor perspective; governance engagement |
| SDSU Corporate Governance Institute | Board of Advisors member | Not disclosed | Governance advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C.H. Robinson | Director | 2022–Present | Public company board service |
| CoreLogic, Inc. | Director | 2020–2021 | Public company board service (prior) |
Board Governance
- Independence: Board determined Winship is independent under NYSE standards; audit and compensation committees comprise independent directors meeting enhanced NYSE standards .
- Executive sessions: Independent directors meet in executive session at each Board meeting; independent Board Chair presides .
- Attendance: Board held six meetings and acted by written consent twice in 2024; directors attended over 99% of combined Board and committee meetings; directors attended the 2024 AGM .
- Committee memberships and chair roles (2024 and forward-looking per proxy):
- Audit Committee: Chair; 2024 meetings held: 8; oversees financial reporting integrity, auditor oversight, internal audit/performance, legal/compliance, and cybersecurity/technology risks; Winship and Simril qualify as audit committee financial experts .
- Corporate Governance & Nominations Committee: Member; 2024 meetings: 4; leads governance framework, board evaluations, succession, director nominations and independence determinations .
- Human Resources & Compensation Committee: Member; 2024 meetings: 7; designs and administers executive/director compensation, ownership guidelines, clawback policy, succession planning; Winship nominated to continue as HRCC member in Proposal 7 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Structure Details |
|---|---|---|
| 2024 | 156,319 | Annual cash retainer $150,000; Audit Committee chair fee $25,000; Audit member fee $10,000; Other committee chair fee $20,000; no fees for membership on other committees; $1,000 per meeting only if >10 meetings; reimbursement of reasonable expenses . |
Performance Compensation
| Grant Date | Instrument | Number of RSUs | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | Restricted Stock Units (director annual grant) | 1,947 | 199,957 | Generally vests at the first AGM following grant, subject to continued service | Average of high/low price $102.70 on grant date; dividend equivalents accrue . |
- Director equity program: Annual equity award $200,000 for non-employee directors under the 2017 NED Plan; no stock options granted to directors; directors must hold 100% of net shares acquired until ownership guidelines are met; maximum annual grant value cap $540,000; CIC provisions allow accelerated vesting under specified conditions .
Performance metrics for director compensation: None disclosed (RSUs are time-based; performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Entity | Relationship to Jay Winship | Potential Interlock/Transactions | Independence Determination |
|---|---|---|---|
| C.H. Robinson | Director | BG may have ordinary-course transactions with companies where directors are affiliated | Board determined such transactions immaterial and arm’s length; Winship remains independent . |
| CoreLogic, Inc. (prior) | Former Director | None disclosed | Not applicable . |
Expertise & Qualifications
- Financial, capital allocation, and risk management expertise; audit committee financial expert .
- Institutional investor perspective and governance acumen from Relational Investors and advisory roles .
- CPA and CFA credentials; formal finance education (University of Arizona, UCLA) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Henry "Jay" Winship | 29,368 | * (<1%) | As of March 14, 2025; excludes unvested RSUs; percent based on 133,968,048 shares outstanding . |
- Director share ownership guidelines: Minimum holding requirement equals 5x annual cash retainer ($150,000) = $750,000; five-year compliance window; unvested RSUs do not count; must retain 100% of net shares acquired until guideline met .
- Hedging/pledging: Prohibited; no margin accounts; no derivative hedging transactions permitted for directors/officers .
- Options: Company has not granted options to non-employee directors under the 2017 NED Plan .
Governance Assessment
- Strengths: Independent audit chair with deep financial credentials (CPA, CFA) and designated audit committee financial expert; strong oversight of financial reporting and cybersecurity risks; high Board/committee attendance (~99%) and independent leadership structure support effective governance .
- Alignment: Mix of cash and equity compensation with required ownership multiples and holding requirements enhances alignment; prohibitions on hedging/pledging further protect shareholder interests .
- Engagement/Effectiveness: Active role across governance and compensation committees; Board conducts annual self-assessments and maintains robust shareholder outreach; 2024 say-on-pay received 96.7% support, evidencing investor confidence in compensation governance .
- Conflicts/Red Flags: Independence reviewed annually; ordinary-course transactions with companies affiliated with certain directors (including Winship) deemed immaterial and arm’s length; no director hedging/pledging; no director stock option repricing; no disclosed related-party transactions specific to Winship .
Overall signal: Governance profile for Jay Winship supports investor confidence—independent, high attendance, strong audit leadership, and equity-aligned pay structure with stringent ownership and anti-hedging rules .