Ajai Puri
FRESH DEL MONTE PRODUCEAbout Ajai Puri
Dr. Ajai Puri, age 71, joined the Fresh Del Monte Produce Inc. (FDP) board in 2024 as an independent director; he brings extensive food and beverage industry experience, global R&D and innovation leadership, and supply chain and consumer marketing credentials from a 20+ year executive career at Minute Maid (The Coca‑Cola Company) . He holds a B.S. from the University of Agricultural Sciences (Bangalore), an M.S. from the Central Food Technological Research Institute (Mysore), an MBA from Rollins College’s Crummer Business School, and a Ph.D. in Food Science from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minute Maid (The Coca‑Cola Company) | Senior executive; built global juice platform (e.g., Simply Orange, Minute Maid Pulpy) | Over 20 years (dates not disclosed) | Global R&D, innovation, supply chain development, consumer marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Olam Group Limited (Singapore) | Non‑Executive Director | Current (dates not disclosed) | Singaporean public company; global food/agribusiness |
| IMI plc (U.K.) | Non‑Executive Director | Current (dates not disclosed) | Specialist engineering group listed on LSE |
| Califia Farms LP (U.S.) | Board Member | Since Oct 2021 | Privately held plant‑based milks company |
| Britannia Industries Ltd. (India) | Former Director | Prior service (dates not disclosed) | India’s largest independent food company |
| Tate & Lyle plc (U.K.) | Former Director | Prior service (dates not disclosed) | Global food & beverage ingredients supplier listed on LSE |
Board Governance
- Independence: The board affirmatively determined Dr. Puri is independent under NYSE standards and SEC Rule 10A‑3(b)(1) .
- Committees: Audit Committee Member; Governance Committee Member (not chair) .
- Financial literacy: Board determined all Audit Committee members are financially literate; Audit Committee financial experts are Cloyd, Berthelot, and Marcus (Puri not designated as “financial expert”) .
- Board and committee engagement: The board met 6 times in 2024; each incumbent director attended at least 75% of combined board and committee meetings; all directors attended the 2024 AGM .
- Committee activity levels (2024): Audit (7 meetings), Compensation (6), Governance (6) .
- Lead Independent Director: Michael J. Berthelot; independent director executive sessions occur in connection with each scheduled board meeting .
- Clawbacks and trading controls: Robust clawback policies (Dodd‑Frank executive policy and broader employee recoupment) and prohibitions on hedging; officers prohibited from pledging shares subject to ownership guidelines .
Fixed Compensation
| Component | Amount | Detail | Period |
|---|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer | 2024 |
| Audit Committee member fee | $15,000 | Annual retainer for Audit Committee members | 2024 |
| Governance Committee member fee | $5,000 | Annual retainer for Governance Committee members | 2024 |
| Total fees earned | $110,000 | Sum of cash/committee fees for Dr. Puri | 2024 |
| Annual equity grant fair value | $150,000 | Standard grant on May 7, 2024 (6,162 RSUs vesting May 7, 2025) | 2024 |
| Additional prorated equity grant | Included in total stock awards | 1,313 RSUs granted Feb 19, 2024 (prorated for appointment) | 2024 |
| Stock awards (grant‑date fair value) | $181,193 | Total 2024 equity awards valued under ASC 718 | 2024 |
| Total director compensation | $291,193 | Fees + stock awards | 2024 |
Notes: The board standardized director grant dates to May 7 beginning in 2024; RSUs vest May 7, 2025, with post‑vesting holding until ownership guidelines are met .
Performance Compensation
- No performance‑based director compensation disclosed; non‑employee directors receive time‑vested RSUs with mandated holding under ownership guidelines .
Other Directorships & Interlocks
| Company | Relationship to FDP | Potential Interlock/Conflict |
|---|---|---|
| Olam Group Limited | None disclosed | No FDP‑related party transactions disclosed involving Dr. Puri |
| IMI plc | None disclosed | No FDP‑related party transactions disclosed involving Dr. Puri |
| Califia Farms LP | None disclosed | No FDP‑related party transactions disclosed involving Dr. Puri |
Context: 2024 related‑party transactions involved Arab Wings (air charter, $427,000) and Polygon (software pilot, $162,419), each affiliated with Abu‑Ghazaleh family members; none identified as involving Dr. Puri .
Expertise & Qualifications
- Global food & beverage expertise; R&D/innovation leadership; supply chain development; consumer marketing .
- Degrees: B.S. (UAS Bangalore), M.S. (CFTRI Mysore), MBA (Rollins Crummer), Ph.D. Food Science (University of Maryland) .
- Public company board experience across multiple geographies (Singapore, U.K., India) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dr. Ajai Puri | 7,718 | <1% | Beneficial ownership includes unvested RSUs/DEUs that vest within 60 days; board footnote acknowledges 2024 appointment |
| RSUs outstanding (12/27/2024) | 7,656 | N/A | Includes 168.3018 dividend equivalent units; plus 12.6689 DEUs for prorated grant; outstanding as of year‑end 2024 |
Ownership policy: Non‑employee directors must reach ownership equal to 4x annual cash retainer ($360,000) within 5 years; must retain at least 50% of shares from RSU vesting until compliant; newly appointed directors are progressing reasonably toward timely compliance .
Governance Assessment
- Strengths: Independent status; dual service on Audit and Governance committees supports financial reporting integrity, related‑party oversight, ESG and cybersecurity risk monitoring; financially literate; broad international public board experience enhances global perspective .
- Alignment: Director compensation mixes cash with equity and requires post‑vesting holding under ownership guidelines; no performance‑based equity that could bias short‑term decisions; robust clawbacks and trading policies strengthen investor alignment .
- Engagement: Board and committee cadence (6 board; 7 Audit; 6 Governance) and ≥75% attendance indicate baseline engagement; independent director executive sessions reinforce board effectiveness .
- Risks/Red Flags: No disclosed related‑party transactions or pledging involving Dr. Puri; board‑level related‑party dealings exist with Arab Wings and Polygon tied to Abu‑Ghazaleh family, elevating the importance of Audit/Governance oversight where Puri serves .
- Net view: Puri adds credible industry, R&D, and international governance expertise with committee roles that directly affect investor confidence (financial controls, related‑party scrutiny, ESG/cyber); ownership guidelines and equity holding requirements support alignment with shareholders .