Amir Abu-Ghazaleh
FRESH DEL MONTE PRODUCEAbout Amir Abu-Ghazaleh
Amir Abu-Ghazaleh (age 78) has served on Fresh Del Monte Produce’s board since 1996 and is a Class I director nominee for a term expiring at the 2028 AGM; he is the brother of Chairman/CEO Mohammad Abu-Ghazaleh and uncle of director Ahmad Abu-Ghazaleh . He is not classified as an independent director under NYSE standards; FDP lists five other directors as independent (excluding Amir) . Professionally, he has led Ahmed Abu-Ghazaleh & Sons Co. Ltd. since 1987, bringing decades of fresh produce marketing, finance, and Middle East market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ahmed Abu-Ghazaleh & Sons Co. Ltd. | General Manager | Since 1987 | Marketing/distribution of fresh fruit and vegetables; executive and operating experience |
| International General Insurance Co. Ltd (Jordan) | Director (prior) | — | Insurance sector experience; board service in financials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clemenceau Medical Center | Director | — | Healthcare governance exposure |
| Arab Wings | Director | — | Air charter; related-party vendor to FDP (see RPT section) |
| Royal Jordanian Air Academy | Director | — | Aviation training governance |
| Abu-Ghazaleh Investments (AGI) | Chairman | — | Investment oversight |
Board Governance
- Status and tenure: Director since 1996; Class I re-nominee for 2025–2028 .
- Independence: Not listed among independent directors; board maintains majority independence via other members .
- Committee assignments: Amir is not listed as a member of Audit, Compensation, or Governance Committees (membership detailed below) .
- Attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 AGM .
- Lead Independent Director and executive sessions: Michael J. Berthelot serves as Lead Independent Director; independent directors meet in executive session at each scheduled board meeting .
| Committee | 2024 Membership | Meetings (2024) |
|---|---|---|
| Audit | Cloyd (Chair), Berthelot, Marcus, Puri | 7 |
| Compensation | Berthelot (Chair), Beard Jr., Marcus | 6 |
| Governance | Beard Jr. (Chair), Cloyd, Puri | 6 |
RED FLAGS
- Family ties to CEO/Chairman and another director (nepotism) .
- Not independent; concentrated control group representation .
- Voting control: Amir granted an irrevocable proxy to Mohammad Abu-Ghazaleh to vote Amir’s shares on all matters other than change-of-control; Mohammad holds similar proxies from other holders, consolidating voting control without dispositive power .
- Related-party transactions: FDP paid ~$427k to Arab Wings (air charter), where Amir, Mohammad and Ahmad hold leadership roles/affiliations; Audit Committee reviews RPTs but the recurring nature indicates ongoing conflict potential .
- Pledging: 3,100,000 of Amir’s shares are pledged or held in margin accounts—material alignment risk and potential forced selling in stress .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Annual cash retainer | $90,000 | FY2024 |
| Committee member fees | None (not a committee member) | FY2024 |
| Equity retainer (RSUs) | Grant-date fair value $149,983 | FY2024 |
| 2024 RSU grant details | 6,162 RSUs granted May 7, 2024; vest May 7, 2025 | Grant/vest dates standardized to May 7 |
| RSUs outstanding at 12/27/2024 | 6,330 RSUs (incl. dividend equivalents) | FY2024 YE |
| Total director comp (cash + equity) | $239,983 | FY2024 |
Performance Compensation
Directors are compensated with time-based RSUs; no performance-based metrics (e.g., PSUs) apply to non-employee directors.
| Equity Type | Performance Metric | Target/Threshold | Shares Earned | Vesting |
|---|---|---|---|---|
| RSUs (Director equity retainer) | None (time-based) | N/A | 6,162 granted (Amir); 6,330 outstanding YE incl. DEUs | Vests May 7, 2025; hold until ownership guidelines met |
Other Directorships & Interlocks
| Entity | Nature | Interlock/Conflict Exposure |
|---|---|---|
| Arab Wings | Vendor to FDP; ~$427k air charter spend in 2024 | Amir is a director; Mohammad (Chairman) and Ahmad (Vice Chair/CEO) affiliated; RPT reviewed by Audit Committee |
| Royal Jordanian Air Academy | External board | Family leadership connections; no FDP transactions disclosed |
| Clemenceau Medical Center | External board | No FDP transactions disclosed |
| Abu-Ghazaleh Investments (AGI) | Chairman | Investment entity; no FDP transactions disclosed |
Expertise & Qualifications
- 20+ years executive/operating experience in fresh fruit wholesale, marketing, and finance with deep Middle East market knowledge .
- Experience highlights: Leadership, public company board, finance/accounting, industry expertise, international business, M&A/integration .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 3,279,807 shares | 6.9% of outstanding (47,854,123 shares) |
| Ownership % of SO | 6.9% | As of April 14, 2025 |
| RSUs vesting within 60 days of 4/14/2025 | 6,393 shares (incl. DEUs) | Short-dated unvested equity |
| Shares pledged or in margin | 3,100,000 | Material pledging risk |
| Voting arrangement | Irrevocable proxy granted to CEO for all matters except change-of-control; Amir retains dispositive power | Concentrates voting control with CEO |
| Ownership guidelines | Directors must hold shares = 4x retainer ($360k); in compliance | Hold at least 50% of vested shares until compliant |
Governance Assessment
- Strengths: Long-tenured sector operator; significant personal share ownership; board-level governance infrastructure (lead independent director, executive sessions, clawbacks, ownership guidelines); robust committee independence and audit/compensation governance processes .
- Concerns impacting investor confidence:
- Non-independence and immediate family ties to Chairman/CEO and another director raise risks of entrenchment and reduced board challenge function .
- Concentrated voting power via irrevocable proxies to CEO diminishes minority shareholder influence and amplifies control risk without equivalent economic interest (CEO lacks dispositive power over proxy shares) .
- Related-party transactions with Arab Wings persist; although subject to Audit Committee review, ongoing spending alongside family control is a governance overhang .
- Significant pledging of shares (3.1 million) introduces alignment and forced-sale risk; directors are permitted to pledge subject to policy, unlike officers—still a notable red flag .
- Engagement/attendance: Board-wide attendance ≥75% and full AGM participation in 2024; however, Amir holds no committee roles, limiting visibility into his direct oversight contributions .
Overall, Amir’s deep industry expertise and sizable ownership are positives, but independence, pledging, voting control proxies, and related-party exposure present meaningful governance risks for board effectiveness and investor confidence .