John Neppl
Bunge GlobalAbout John Neppl
John Neppl, 59, has served as Executive Vice President and Chief Financial Officer of Bunge since May 2019. He holds a B.S. in Business Administration (Accounting) from Creighton University and is a certified public accountant (inactive) . Company performance context: since 2019, Bunge’s $100 TSR comparator grew to $156 by 2024 versus $114 for the S&P 500 Food Products Index; 2024 Net Income was $1,137M and Adjusted EPS was $9.19 per Pay‑vs‑Performance disclosure . Additional operating context (for performance alignment): see revenue/EBITDA trend table below (S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Green Plains Inc. | Chief Financial Officer | — | Senior finance leadership at a public biofuels producer |
| The Gavilon Group, LLC | Chief Financial Officer | — | CFO at global agriculture/energy commodities manager |
| ConAgra Foods, Inc. | Senior Financial Officer, ConAgra Trade Group; Senior Financial Officer, Commercial Products; Assistant Corporate Controller | — | Finance leadership across trading and consumer products units |
| Guarantee Life Companies | Corporate Controller | — | Corporate controllership experience |
| Deloitte & Touche | Auditor (career start) | — | External audit foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Creighton University Heider College of Business | Dean’s Advisory Board member | — | External advisory role |
| Adams Land & Cattle | Advisory Board member | — | External advisory role |
Fixed Compensation
Multi‑year summary (NEO SCT amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 737,528 | 750,029 | 787,518 |
| Stock Awards ($) | 2,707,599 | 2,585,876 | 2,939,782 |
| Non‑Equity Incentive Plan Compensation ($) | 1,707,000 | 1,750,500 | 1,392,000 |
| All Other Compensation ($) | 200,002 | 203,213 | 206,152 |
| Total ($) | 5,352,129 | 5,289,618 | 5,325,452 |
Key pay settings for 2024:
- Base salary rate: increased from $750,000 (12/31/2023) to $800,000 (12/31/2024), +7% .
- Target annual incentive: 100% of base salary ($800,000) .
- 2024 AIP payout: 174% of target ($1,392,000 paid in March 2025) .
Performance Compensation
AIP structure and 2024 outcomes:
| Item | Detail |
|---|---|
| Weighting (Neppl) | Financial (Adj PBT(I) ± modifiers) 80%; Individual performance 20% |
| Funding rate | 4.80% of Adj PBT(I), with modifiers: +0.25% (Quality of Earnings), +0.20% (Inclusion & Belonging), +0.60% (Sustainability) → Final funding rate 5.85% |
| 2024 performance math | Implied Adj PBT(I) thresholds (USD mm): Threshold $306; Target $1,021; Maximum $2,553; Actual $1,788 → Financial component payout 175% |
| 2024 total AIP payout (Neppl) | 174% of target ($1,392,000) |
LTIP design and 2024 grant:
| Element | 2024 Target Value | Mix | Performance Metrics | Vesting |
|---|---|---|---|---|
| PBRSUs + TBRSUs | $3,000,000 | 60% PBRSUs / 40% TBRSUs | 3‑Year Cumulative EPS; 3‑Year Average AROIC; Relative TSR modifier | PBRSUs vest on/after 3rd anniversary upon committee certification; TBRSUs cliff vest after 3 years |
Equity Ownership & Alignment
Security ownership (12/31/2024):
| Item | Count/Terms |
|---|---|
| Shares held | 89,923 |
| Stock options | 36,500 at $42.76, expiring 3/10/2030 |
| TBRSUs held | 33,440 |
| PBRSUs held (target) | 50,167 |
Outstanding awards and vesting (as of 12/31/2024):
| Grant Date | Instrument | Units | Vesting / Performance Terms |
|---|---|---|---|
| 3/15/2022 | TBRSUs | 9,946 | Vested in full on 3/15/2025 (service) |
| 3/15/2023 | TBRSUs | 10,599 | Vest 3/15/2026 (service) |
| 3/15/2023 | PBRSUs | 15,904 | Performance period 2023–2025; vest after certification; 3‑yr cycle |
| 3/15/2024 | TBRSUs | 12,895 | Vest 3/15/2027 (service) |
| 3/15/2024 | PBRSUs | 19,343 | Performance period 2024–2026; vest after certification; 3‑yr cycle |
| 3/10/2020 | Options | 36,500 | Strike $42.76; expire 3/10/2030; fully vested |
Share ownership and trading policies:
- Executive ownership guidelines: CEO 6x salary; other NEOs 3x; all NEOs satisfied guidelines as of 12/31/2024. Executives must hold at least 50% of net shares until meeting guidelines .
- Hedging/pledging: prohibited; shares may not be used as collateral or held in margin accounts .
Selected insider activity (third‑party summaries):
- 3/19/2024: Form 4 reported disposition of 25.9K shares at ~$95; post‑transaction holdings ~107.7K shares (aggregator) .
Employment Terms
Executive Employment Agreement (Swiss law framework):
| Term | Key Provision |
|---|---|
| Notice period | 12 months’ advance written notice by either party; “Garden Leave” may apply |
| Notice Period Payments | Continued base salary; pro‑rata actual AIP for pre‑Garden Leave portion + pro‑rata target AIP for Garden Leave portion; healthcare reimbursements |
| Non‑Compete Payments | One year of base salary + target AIP + up to 12 months healthcare reimbursements post‑notice, in exchange for compliance with restrictive covenants |
| Equity on separation (no CoC) | Performance‑based awards vest based on actual performance (pro‑rated per plan); for options (CEO only) extended exercise; PBRSUs per plan |
| Offsets/conditions | Payments subject to offsets for breaches/new earnings; requires release of claims |
Executive Severance Plan / Quantified Separation Economics (12/31/2024 assumptions: base $800,000; target AIP $800,000):
| Scenario | Cash Severance | Notice + Non‑Compete Payments | Benefits (COBRA) | Accelerated Equity | Total |
|---|---|---|---|---|---|
| For Cause | — | — | — | — | — |
| Without Cause / Good Reason | — | $3,200,000 | $50,546 | $2,806,592 | $6,057,138 |
| Change in Control (termination) | — | $3,200,000 | $50,546 | $5,341,101 | $8,591,647 |
| Death/Disability/Retirement | — | — | — | $3,925,169 | $3,925,169 |
Note: The Executive Severance Plan provides 12 months base salary + 12 months target AIP + up to 18 months COBRA if terminated without Cause/for Good Reason (double‑trigger applies for CoC) . Company policy states no single‑trigger CoC and no excise tax gross‑ups .
Performance & Track Record
Pay‑vs‑Performance snapshot (company‑level context):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR value of $100 | 119 | 173 | 190 | 197 | 156 |
| Industry Index TSR value of $100 | 105 | 121 | 137 | 124 | 114 |
| Net Income ($M) | 1,145 | 2,078 | 1,610 | 2,243 | 1,137 |
| Adjusted EPS ($) | 8.30 | 12.93 | 13.91 | 13.66 | 9.19 |
Revenues and EBITDA (context for capital allocation/comp alignment):
| Metric ($USD Millions) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 67,232* | 59,540* | 53,108* |
| EBITDA | 2,855* | 3,702* | 2,031* |
| *Values retrieved from S&P Global. |
Compensation Governance, Peer Group, and Say‑on‑Pay
- Ownership guidelines: CEO 6x salary; other NEOs 3x; all NEOs compliant as of 12/31/2024; mandatory holding requirements; hedging and pledging prohibited .
- Clawbacks: robust recoupment policy for misconduct/restatements and separate Dodd‑Frank compliant policy; recovery at Board discretion with limited exceptions .
- Compensation consultant: Semler Brossy (independent; no conflicts) .
- Peer group (16): Alcoa; Archer‑Daniels‑Midland; Conagra; Corteva; Dow; General Mills; Ingredion; International Paper; Kellonova; Mosaic; Nutrien; PPG; Sysco; Tyson Foods; US Foods; WestRock; targeting median of comparators .
- 2024 Say‑on‑Pay approval: 96.7% “For” .
Compensation Structure Analysis
- Cash vs equity mix: For “other NEOs,” target pay mix is 20% base salary, 18% annual cash incentive, 62% long‑term equity (80% variable) .
- Shift toward performance equity: LTIP is 60% PBRSUs, 40% TBRSUs; PBRSUs tied to 3‑year EPS and AROIC with RTSR modifier, driving multi‑year alignment .
- 2024 adjustments: Base salary rate increased 7% to $800,000; AIP target unchanged at 100% of base; stock award grant‑date fair value rose to $2.94M; AIP paid 174% of target based on Adj PBT(I) funding and scorecard outcomes .
- Risk mitigations: No single‑trigger CoC; no option repricing; no excise tax gross‑ups; clawbacks; hedging/pledging ban .
Related‑Party Transactions and Other Red Flags
- Loans/credits: none to Executive Management Team in 2024 .
- Pledging/hedging: prohibited by policy .
- Clawback: active (see above) .
- Compensation risk assessment: programs deemed appropriately balanced; multi‑metric designs; capped payouts .
Investment Implications
- Alignment and incentives: Neppl’s package is heavily performance‑levered (80% of AIP on company Adj PBT(I); majority of LTIP in 3‑year PBRSUs on EPS/AROIC with RTSR). This should incentivize disciplined earnings, returns on capital, and sustained TSR outperformance .
- Retention and selling pressure: Award schedules cluster around mid‑March vest dates (TBRSUs in 2026, 2027; PBRSU certifications post 12/31/2025 and 12/31/2026), creating potential Form 4 activity windows; monitor filings around mid‑March each year .
- Downside protection and CoC: Swiss‑style notice and non‑compete payments plus double‑trigger CoC equity acceleration provide retention without single‑trigger windfalls or tax gross‑ups—moderate shareholder‑friendly posture .
- Ownership and policy safeguards: Meaningful stock ownership, holding requirements, and bans on hedging/pledging reduce misalignment risk; robust clawbacks mitigate restatement risk .