Charles Beard, Jr.
FRESH DEL MONTE PRODUCEAbout Charles Beard, Jr.
Independent director since 2020 (Class I), age 62. Former Chief Operating Officer of Guidehouse, Inc. (2018–2024) with 30+ years in cybersecurity, cloud, technology management, and business automation; prior senior roles at PwC, SAIC/Leidos, and KPMG. Education: Master of Jurisprudence (Seton Hall), MBA (University of Montana), BS (Texas A&M); graduate of the U.S. Air Force Space & Missile program. Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidehouse, Inc. | Chief Operating Officer | 2018–2024 | Led enterprise move to public cloud and cybersecurity integration |
| PwC | Senior Partner (cybersecurity, tech-sector transactions) | Not disclosed | Cybersecurity advisory and corporate transactions |
| SAIC (now Leidos) | SVP & Chief Information Officer; GM, Cybersecurity & Intelligence Unit | Not disclosed | CIO and GM overseeing cybersecurity/intelligence business |
| KPMG Consulting | Leader, Global Transportation & Industrial Markets segment | Not disclosed | Led global industry segment |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Healthstream, Inc. | Director | Since 2025 | Public company; board role disclosed, committees not specified |
Board Governance
- Independence: Affirmatively determined independent .
- Committees: Governance (Chair); Compensation (Member) .
- 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 .
- Executive sessions: Independent directors meet in executive session at each scheduled Board meeting; presiding director is Lead Independent Director Michael J. Berthelot .
- Committee meetings in 2024: Audit 7; Compensation 6; Governance 6 .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Governance | Chair | 6 |
| Compensation | Member | 6 |
Fixed Compensation
- Structure (non-employee directors):
- Annual cash retainer: $90,000 .
- Committee member retainers: Audit $15,000; Compensation $7,500; Governance $5,000 .
- Chair retainers: Audit $25,000; Compensation $20,000; Governance $15,000 .
- Lead Independent Director retainer: $35,000 .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 112,500 | Reflects retainer + committee/chair fees |
| 2024 | 112,500 | Reflects retainer + committee/chair fees |
Performance Compensation
- Annual equity grants (non-employee directors):
- 2023 grant: 5,666 RSUs; vest on earlier of day prior to next annual meeting or one-year anniversary of grant date .
- 2024 grant: 6,162 RSUs; grant date May 7, 2024; vest May 7, 2025; grant date fair value $150,000; reported stock award value $149,983 .
| Year | Grant Date | RSUs Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2023 | May 4, 2023 | 5,666 | 150,206 (reported) | Earlier of day prior to next AGM or 1-year anniversary |
| 2024 | May 7, 2024 | 6,162 | 150,000 fair value; 149,983 reported | May 7, 2025 |
| RSUs Outstanding | As of Date | Quantity | Notes |
|---|---|---|---|
| 2023 RSUs outstanding | Dec 29, 2023 | 5,802 | Includes 136 DEUs subject to same vesting |
| 2024 RSUs outstanding | Dec 27, 2024 | 6,330 | Includes 168.3018 DEUs subject to same vesting |
No director performance metrics (TSR, EBITDA, ESG) are tied to non-employee director RSU grants; director awards are time-based per proxy disclosures .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks/insider participation (2024) | No transactions requiring disclosure for Compensation Committee members (Beard, Berthelot, Marcus); no cross-directorships triggering interlocks disclosed |
| Related party transactions (2024) | Disclosed transactions relate to Arab Wings and Polygon associated with Abu-Ghazaleh family; no Beard-related transactions disclosed |
Expertise & Qualifications
- Cybersecurity and digital innovation leadership; public cloud adoption and security controls expertise .
- Leadership, finance/accounting, international, ERM/risk management, M&A/integration, operations/human capital skills recognized by the Board .
- Advanced legal and business education; technical background via USAF program .
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Beneficial ownership (Ordinary Shares) | 29,134 | Includes directly/indirectly owned shares, options exercisable within 60 days, and unvested RSUs/DEUs per table methodology |
| Ownership % of outstanding | Less than 1% | Based on 47,854,123 shares outstanding as of Apr 14, 2025 |
| RSUs outstanding (as of Dec 27, 2024) | 6,330 | Includes 168.3018 DEUs |
| Shares pledged as collateral | None disclosed for Beard in ownership table | |
| Director ownership guideline | 4x annual cash retainer; $360,000 value guideline | |
| Guideline compliance | Each non-employee director is in compliance or on track; directors must hold at least 50% of shares from RSU vesting until guideline met | |
| Hedging/pledging policy | Hedging prohibited; pledge arrangements subject to policy; officers prohibited from pledging shares subject to ownership guidelines |
Governance Assessment
- Election strength: Re-elected June 5, 2025 with 38,940,612 “For,” 2,863,852 “Against,” 10,707 “Abstain,” indicating broad shareholder support .
- Committee influence: As Governance Chair, oversees director nominations, committee composition, CEO succession planning, ESG, compliance, enterprise risk reviews, and cybersecurity/technology risk oversight—material to board effectiveness and investor confidence .
- Compensation oversight: As Compensation Committee member, participates in CEO goal-setting, executive/director pay structures, equity plan administration, clawback policy oversight; independent consultant WTW engaged, with no conflicts identified .
- Independence and attendance: Board affirmed his independence; incumbents met attendance thresholds and participate in regular executive sessions—a positive governance signal .
- Alignment: Receives standard non-employee director RSUs with mandatory holding until ownership guidelines met; beneficial ownership disclosed; no pledging disclosed for Beard, reducing alignment risk .
- Shareholder feedback: 2025 Say-on-Pay approved by shareholders (39,994,063 For; 1,629,523 Against; 191,586 Abstain), supporting current compensation governance; provides context for Compensation Committee stewardship .
RED FLAGS
- None specific to Beard disclosed: no related-party transactions, no interlock concerns, no pledging. Broader board considerations include CEO serving as Chair (mitigated by Lead Independent Director structure) and family-related related-party transactions (Arab Wings/Polygon) unrelated to Beard .