Ahmad Abu-Ghazaleh
FRESH DEL MONTE PRODUCEAbout Ahmad Abu-Ghazaleh
Independent director? No—classified as a non‑independent Class III director (term expiring 2027); age 48; director since 2018. He is the son of Chairman & CEO Mohammad Abu‑Ghazaleh and nephew of director Amir Abu‑Ghazaleh, with current operating leadership across aviation and education businesses in Jordan and the Gulf. Core credentials cited by FDP include >15 years of management in global operations and experience in transportation and food industries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Poultry Company (Jordan, public) | Chairman | Previously served (dates not specified) | Public company leadership in regional protein supply chain |
| Banque Misr Liban | Director | Previously served (dates not specified) | Financial services governance in MENA banking markets |
| Arab Pharmaceutical Company; Modern Pharma (merged/sold to Hikma) | Director | Previously served (dates not specified) | Oversight through consolidation to Hikma Pharmaceuticals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Jordanian Air Academy | Vice Chairman & CEO | Since 2003 | Aviation training leadership; operational oversight |
| Arab Wings | Vice Chairman & CEO | Since 2003 | Private aviation charter/management; related‑party counterparty to FDP (see conflicts) |
| Queen Noor Technical College | Vice Chairman & CEO | Since 2003 | Technical education leadership |
| Gulf Wings | Vice Chairman & CEO | Since 2003 | Private aviation charter leadership |
| Abdali Clemenceau Hospital (Amman) | Vice Chairman & CEO | Current | Healthcare project governance |
| United Cables Industries Company (Jordan, public) | Chairman | Since 2013 | Public board leadership (cables/electrical) |
| Augustus Management International | Chairman | Since July 2016 | Private enterprise governance |
| Queen Rania Foundation; Endeavor Jordan; ACOR | Board roles | Current | Nonprofit/academic governance |
| MMAG Foundation campus (Amman) | Founder | Current | Arts education/community engagement |
Board Governance
- Classification and independence: Class III director; Board affirms five independent directors—Ahmad is not listed among them (non‑independent). Family ties: son of CEO Mohammad; nephew of director Amir.
- Committee assignments: None (not listed on Audit, Compensation, or Governance Committees).
- Attendance: Board held 6 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served. All directors attended the 2024 AGM.
- Lead Independent Director: Michael J. Berthelot; independent directors meet in executive session at each scheduled Board meeting.
- Executive sessions frequency: Independent directors meet in executive session with a presiding director at each scheduled Board meeting.
Fixed Compensation
| Component (Director) | Amount (FY2024) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard for non‑employee directors |
| Committee membership fees | $0 | Not a member of Audit/Comp/Gov committees |
| Committee chair fees | $0 | No chair roles |
| Meeting fees | None disclosed | Directors reimbursed for incidental expenses |
- Ownership guidelines for directors: 4x cash retainer ($360,000) within five years; company states all non‑employee directors are in compliance or on track; shares from RSUs must be retained at least 50% until guideline met.
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | May 7, 2024 | 6,162 | $150,000 | Vest May 7, 2025 | Standard annual director award; harmonized grant date adopted in 2024 |
| RSUs outstanding (as of Dec 27, 2024) | — | 6,330 | — | — | Includes 168.3018 dividend equivalent units; director awards are time‑based, not performance‑based |
Other Directorships & Interlocks
- Public company boards: Chairman, United Cables Industries Company (Jordan). Prior public roles include National Poultry Company (Jordan), and board roles tied to entities ultimately sold/merged into Hikma Pharmaceuticals.
- Potential interlocks/conflicts: FDP incurred ~$427,000 in 2024 air charter expenses with Arab Wings, where Ahmad is Vice Chairman & CEO; CEO Mohammad is Chairman; director Amir is also a director. The Audit Committee reviews related‑party transactions under policy.
Expertise & Qualifications
- Cited skills: Leadership, public company board experience, industry (transportation/food), international operations.
- Rationale for board seat: >15 years of management in global operations with experience in transportation and food industries; regional market knowledge.
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Beneficial ownership (Apr 14, 2025) | 88,540 shares | <1% of outstanding; includes 6,393 RSUs/DEUs vesting within 60 days and 40,000 shares owned by his children. |
| Voting authority | Irrevocable proxy granted to CEO Mohammad for 88,540 shares (except change‑of‑control proposals) | Ahmad retains sole voting on change‑of‑control proposals and sole dispositive power; Mohammad has voting power otherwise via irrevocable proxy. |
| RSUs outstanding (Dec 27, 2024) | 6,330 units | Includes dividend equivalent units; vest on May 7, 2025. |
| Shares pledged | None disclosed for Ahmad | Pledging disclosed for Mohammad and Amir; no pledge disclosure for Ahmad. |
| Ownership guideline status | Company reports directors in compliance or progressing | Director guideline = 4x retainer; company states compliance. |
Governance Assessment
- Positive indicators:
- Board majority independent; fully independent principal committees; lead independent structure with regular executive sessions.
- Directors subject to stock ownership guidelines; directors’ equity awards require holding until guideline met.
- Company discloses robust related‑party review via Audit Committee and codified policy.
- All directors met ≥75% attendance threshold in 2024.
- Risks and RED FLAGS:
- Family control and non‑independence: Ahmad is CEO’s son and a non‑independent director; control dynamics heightened by irrevocable voting proxies granted to CEO over family shares.
- Related‑party exposure: ~$427k in 2024 services from Arab Wings where Ahmad is Vice Chairman & CEO; recurring vendor relationship could pose conflict perceptions despite policy oversight.
- Concentration of voting influence: CEO’s beneficial voting influence includes irrevocable proxies from family members (including Ahmad) on all matters except change of control.
Overall, Ahmad brings operating expertise and regional networks, but investor confidence considerations include non‑independence, family ties, and the Arab Wings related‑party transactions, which warrant continued monitoring of Audit Committee oversight and transparency around pricing/terms.