Mark Zenuk

About Mark Zenuk

Independent Board Chair of Bunge Global SA (BG), age 58, serving as a director since 2018 and Board Chair since 2023. He is Managing Partner at Tillridge Global Agribusiness Partners (since 2016), formerly Managing Director at NGP Energy Capital Management (2010–2016), and held multiple executive roles at Archer Daniels Midland (ADM), including President of ADM’s Global Oilseed business; earlier roles include Saskatchewan Wheat Pool and the Canadian Wheat Board. He holds a B.S. in Agricultural Economics from the University of Saskatchewan and is identified for Financial, Risk Management, Global Business, and Agriculture industry expertise .

Past Roles

External Roles

Board Governance

• Roles and Committees: Board Chair; Chair of Corporate Governance and Nominations Committee; ex officio member of each committee; previously served as ERMC Chair since 2018 .
• Independence: Board determined Zenuk is independent under NYSE standards. BG conducted ~$9.2 million of transactions in 2024 with certain Tillridge portfolio companies; Zenuk is not an officer/employee of these portfolio entities and has no involvement in BG’s dealings; relationships predated his board service; Board deemed transactions arm’s length and immaterial, confirming independence .
• Attendance and Engagement: BG’s Board held six meetings in 2024 (plus two consents). Directors averaged ~99% attendance across Board/committee meetings; executive sessions held at every Board meeting and chaired by the independent Board Chair; all directors attended the 2024 AGM .
• Committee Activity (2024): Audit (8), HRCC (7), CGNC (4), ERMC (4), Sustainability & Corporate Responsibility (4); each chaired by an independent director .

Fixed Compensation

• Program Structure (Non‑Employee Directors):
  • Annual cash retainer $150,000; Board Chair supplemental $75,000.
  • Committee fees: Audit member $10,000; Audit chair $25,000; other committee chairs $20,000; no fees for non‑Audit committee membership.
  • Meeting fees: $1,000 per meeting if Board/committee meetings exceed 10 in a year .

• 2024 Cash vs. Equity Mix (Zenuk): Cash $226,319; Equity grant fair value $299,884; Total $526,203. Equity comprised a majority of total compensation, aligning director pay with shareholder value .

Performance Compensation

• Director Equity Awards and Vesting:
  • Annual RSU grant $200,000 to all non‑employee directors; Board Chair supplemental $100,000 (total $300,000 grant date fair value for Chair) .
  • 2024 Grants: 1,947 RSUs to each non‑employee director; additional 973 RSUs to the non‑employee Chair; grant date May 15, 2024; grant date price average $102.70; RSUs generally vest at the first AGM following grant, contingent on continued service .
  • Change‑in‑Control: If awards are not assumed/substituted or service terminates within one year post‑CoC, RSUs vest immediately; options/SARs (if any) become exercisable. No options have been granted under the 2017 NED Plan to date .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial, Risk Management, Global Business Expertise, Agriculture Industry expertise (skills matrix) .
• Led global operations and risk management in agribusiness and energy at ADM; private equity experience in agribusiness investing and restructuring; deep M&A and governance experience .

Equity Ownership

Note: Closing price on Dec 31, 2024 was $77.76; proxy does not state compliance status to guidelines for individual directors .

Governance Assessment

• Positives:

  • Independent, non‑executive Board Chair since 2014; Zenuk expected to continue as Chair and chairs the Corporate Governance & Nominations Committee, supporting strong independent oversight and board effectiveness .
  • High director attendance (~99%); executive sessions at every Board meeting; robust committee structure with independent chairs .
  • Director compensation emphasizes equity (RSUs) and strict ownership guidelines; prohibitions on hedging/pledging align incentives with shareholders .
  • Board actively refreshes membership and engages shareholders; strong say‑on‑pay support (96.7% in 2024) signaling investor confidence in governance and pay programs .

• Potential Risks / RED FLAGS:

  • Related‑party exposure: BG conducted up to ~$9.2 million in transactions with Tillridge portfolio companies where Zenuk is Managing Partner. The Board determined these were arm’s length and immaterial, and confirmed independence, but investors should monitor ongoing related‑party exposure and oversight rigor .
  • Shareholder nomination rights: Contingent director appointments by Glencore and CPP Investments post‑Viterra closing introduce concentrated shareholder influence on board composition; continued robust CGNC oversight (chaired by Zenuk) will be critical to manage potential conflicts and ensure balanced governance .

• Compensation Risk (director‑specific):

  • Director awards are time‑based RSUs with clear vesting and CoC protections; no options or performance‑conditioned director equity, limiting risk of misaligned short‑term incentives .
  • Fee schedule is transparent; equity‑heavy mix promotes alignment but should be periodically calibrated to market and tax considerations (Switzerland redomestication adjustments implemented) .