Kenneth Simril
Bunge GlobalAbout Kenneth Simril
Independent director since 2021 (age 59); Audit Committee member and Chair of the Human Resources & Compensation Committee, designated an Audit Committee financial expert. Former President & CEO of Fleischmann’s Ingredients (2006–2021); prior CFO/COO roles and engineering/finance roles at Mobil/Exxon. Education: B.S. Petroleum Engineering (USC) and MBA (Harvard Business School). Independence affirmed under NYSE standards; average Board/committee attendance ~99% in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fleischmann’s Ingredients | President & CEO | 2006–2021 | Led food ingredients business; deep industry, manufacturing, logistics expertise. |
| Clipper Corporation | CFO; COO | Prior to 2006 | Finance and operations leadership in food service manufacturing. |
| ClearPath Networks Inc. | CFO | Prior | Financial leadership in technology networking. |
| Mobil Oil / Exxon Mobil | Finance and engineering roles | Prior | Energy sector, operations, and financial rigor foundation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Funds (Capital Group, private) | Independent director | Current | Governance exposure at large asset manager. |
| At Home Group, Inc. (public) | Non-employee director | 2020–2021 | Past public board experience. |
| Other public boards (current) | — | — | None at present. |
Board Governance
- Committees: Audit (member); Human Resources & Compensation (Chair). HRCC oversight includes CEO pay-setting, executive compensation plans, clawback, director compensation, share ownership guidelines, and succession/talent oversight. The Audit Committee oversees financial reporting integrity, compliance, internal audit, and cybersecurity/technology risks.
- Audit Committee financial expert designation; Audit Committee met 8 times in 2024; HRCC met 7 times.
- Independence: Board determined all non-employee directors and nominees (including Simril) are independent; Audit and HRCC meet enhanced NYSE independence standards.
- Attendance: Directors attended over 99% of combined Board and committee meetings in 2024; policy expects directors to attend the AGM.
- Related-party review: Board considered that Simril (and others) serve as non-employee directors/trustees/advisors at companies doing ordinary-course business with Bunge; determined arrangements were arm’s-length and immaterial, maintaining independence.
Fixed Compensation
| Component | 2024 Amount / Policy | Notes |
|---|---|---|
| Fees Earned (cash) | $161,319 | Disclosed total cash for 2024. |
| Annual cash retainer | $150,000 | Increased by $50,000 effective 2024 AGM. |
| Audit Committee member fee | $10,000 | Annual fee for Audit members. |
| HRCC Chair fee | $20,000 | Annual fee for chairing non-Audit committees. |
| Meeting fees >10/year | $1,000 per additional meeting | Applies if Board/committee meetings exceed 10 in a year. |
| Non-employee Chair supplements | $75,000 (cash); $100,000 (equity) | Not applicable to Simril; for Board Chair. |
Performance Compensation
| Equity Component | Grant Detail | Vesting | 2024 Grant Value |
|---|---|---|---|
| Annual RSU grant (non-employee director) | 1,947 RSUs granted 5/15/2024; pricing reference $102.70 (avg high/low) | Generally vests at first AGM following grant, contingent on continued service | $199,957 fair value; total stock awards disclosed for 2024 |
| Plan limits/terms | 2017 NED Plan; annual director equity target $200,000; annual per-director cap $540,000 | Change-in-control: immediate vesting if awards not assumed or service ends ≤1 year post-CoC | Up to 320,000 shares may be issued; 188,358 granted as of 12/31/2024 (incl. dividend equivalents) |
Performance metrics in company incentive programs (executives, overseen by HRCC):
| Plan | Core Metrics | Modifiers/Design | Weighting/Structure |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Adj Profit Before Taxes before certain incentive payouts (“Adj PBT(I)”) funding rate | ± Scorecard modifiers: quality of earnings, Inclusion & Belonging, Sustainability; 2024 funding rate 4.8% of Adj PBT(I) ±2.1% | CEO/NEOs: financial 70–80%; individual 20–30% (varies by role) |
| Long-Term Incentive Plan (NEOs) | 3-year cumulative EPS; 3-year average AROIC | 3-year RTSR modifier; 60% PBRSUs / 40% TBRSUs | Pay-for-performance design; equity-heavy mix |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| Prior public company boards | At Home Group, Inc. (2020–2021). |
| Other roles with potential interlocks | Serves as independent director/trustee/advisor at organizations that have ordinary-course dealings with Bunge; Board deemed immaterial and arm’s-length; independence maintained. |
Expertise & Qualifications
- Financial, agriculture and food ingredients domain expertise; manufacturing and logistics experience; strategic/investment management background. Audit Committee financial expert.
- Technology/cyber oversight via Audit Committee coverage of cyber/IT risk.
- Formal education in engineering and business (USC; Harvard).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kenneth Simril | 4,709 | <1% | Beneficial ownership excludes unvested RSUs; class base 133,968,048 shares (3/14/2025). |
| Director ownership guidelines | 5× annual cash retainer ($750,000 equivalent) | Compliance window: within 5 years of initial election (Simril: by 2026) | Unvested RSUs do not count; 100% net shares from grants must be held until guidelines met. |
| Hedging/pledging | Prohibited (short sales, margin accounts, pledging; derivatives) | Applies to directors/officers/employees | Aligns interests; reduces red flags. |
Governance Assessment
- Strengths: Independent status; HRCC Chair with strong pay-governance remit (clawback, ownership guidelines, external consultant); Audit Committee financial expert; high attendance; explicit prohibitions on hedging/pledging; clear director ownership guidelines.
- Compensation alignment: Director pay mix includes material equity component (~$200k RSU grant annually), supporting shareholder alignment; transparent cash/equity fee schedule; 2024 cash retainer increased to maintain competitiveness after Swiss redomestication tax impacts.
- Pay-for-performance oversight: As HRCC Chair, oversees executive AIP/LTIP metrics (Adj PBT(I), EPS, AROIC, RTSR), clawback, and consultant independence (Semler Brossy reviewed; no conflicts in March 2025) — positive governance signal.
- Potential risks/RED FLAGS to monitor: Ordinary-course interactions with entities where directors serve (including Simril) are reviewed and deemed immaterial; continue monitoring for related-party exposure. Director ownership guideline compliance status not disclosed by individual — track progress toward 2026 deadline. Board compensation increased in 2024; ensure continued say-on-pay support (96.7% in 2024) and Swiss votes on Board compensation remain strong.