Effie Silva
FRESH DEL MONTE PRODUCEAbout Effie Silva
Effie D. Silva, age 50, is Senior Vice President, General Counsel & Corporate Secretary of Fresh Del Monte Produce Inc. (FDP), serving in this role since April 11, 2022 . She previously led global ethics and compliance at Cargill and held senior legal roles at Tyson Foods and international law firms, bringing deep governance, compliance, and legal execution experience to FDP . Company performance metrics relevant to her incentive pay include 2024 EBITDA of $275.4 million vs. a $261.0 million target (PSUs earned at 100% for NEOs), ROE of 7.30% vs. a 5.70% target, EPS of $2.44 vs. $2.11 target, and FCF of $203.0 million vs. $126.0 million target, all above threshold—driving an AIP payout of 113% of target for Silva . The 2022–2024 LTIP cycle saw strong ROE and cash flow performance but net sales growth below threshold, resulting in a 79% payout for participating NEOs, including Silva .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cargill, Inc. | Global Ethics & Compliance Leader | Jan 2020–Mar 2022 | Led ethics & compliance at the largest privately held food/ag company in the U.S., strengthening governance and risk controls . |
| Tyson Foods, Inc. | Vice President & Associate General Counsel | 2018–2019 | Supported legal oversight at a major public food company, enhancing legal risk management . |
| Duane Morris LLP | Partner/Attorney | 2017–2018 | Senior legal practice experience at an international law firm . |
| McDermott Will & Emery LLP | Attorney | 2013–2016 | Complex corporate and regulatory legal work . |
| Baker & McKenzie LLP | Attorney | 2005–2013 | Extended tenure at leading global firm; cross-border legal/compliance expertise . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual AIP Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 407,358 | 50% for SVPs | 204,223 | 230,568 |
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Results
| Metric | Weighting (Senior Exec AIP) | Threshold | Target | Maximum | 2024 Actual | Corporate Achievement Factor |
|---|---|---|---|---|---|---|
| Return on Equity (ROE) | 24.5% of total (35% of 70%) | 4.60% | 5.70% | 8.60% | 7.30% | 127% |
| Free Cash Flow ($mm) | 14.0% of total (20% of 70%) | 101.0 | 126.0 | 189.0 | 203.0 | 150% |
| Earnings per Share (EPS) | 31.5% of total (45% of 70%) | $1.81 | $2.11 | $3.17 | $2.44 | 127% |
| Individual Performance Objectives | 30.0% | — | — | — | 80–95% achieved range for NEOs | — |
| Executive | AIP Target ($) | AIP Payout ($) | Payout as % of Target |
|---|---|---|---|
| Effie D. Silva | 204,223 | 230,568 | 113% |
Long-Term Cash Incentive Plan (LTIP)
| LTIP Cycle | Metric | Weight | Threshold | Target | Actual | % Earned |
|---|---|---|---|---|---|---|
| 2022–2024 | Net Sales Growth (2024/2021) | 15% | 15.4% | 19.2% | 0.7% | —% (below threshold) |
| 2022–2024 | ROE (Net Income/Average Equity) | 45% | 5.3% | 6.6% | 7.2% | 100% |
| 2022–2024 | Net Operating Cash Flow/Average Equity | 40% | 8.6% | 10.8% | 9.3% | 86% |
- LTIP Target Levels: For NEOs, target award equals 35% of base salary; thresholds at 80%, and for 2023–2025 maximum increased to 125% (2022–2024 capped at 100%) .
- Silva’s 2022–2024 LTIP payout amount: $103,661 .
Equity Awards (PSUs and RSUs)
| Grant Type | Grant Date | Performance Goal | Threshold (%/Units) | Target (%/Units) | Maximum (%/Units) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 PSUs (NEOs) | Mar 1, 2024 | Adjusted EBITDA $261.0mm | 70% / 10,896 units (Silva) | 100% / 15,566 units (Silva) | 100% cap for NEOs | 379,350 | Earned PSUs vest equally over 3 years (Mar 1, 2025–Mar 1, 2027) |
| 2022 PSUs | Jul 6, 2022 | 2022 performance earned at 97.3% | — | — | — | Market value reported at FY-end | Vests equally over 3 years (Jul 6, 2023–Mar 2, 2025) |
| RSUs (2022/2023) | Various | Service-based | — | — | — | Market value reported at FY-end | Vests Mar 2, 2025 and Mar 2, 2026 |
Option Awards: FDP has no outstanding or granted stock options; none were exercised in 2024 .
2024 Stock Vested (Realized)
| Name | Shares Vested (#) | Value Realized ($) | Notes |
|---|---|---|---|
| Effie D. Silva | 2,486 | 60,584 | 848 PSUs (2022 grant) + 1,638 RSUs vested; 2,124 shares withheld for taxes . |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Effie D. Silva | 8,692 | <1% | Counts direct/indirect, exercisable options within 60 days, and unvested RSUs/earned PSUs/DEUs as defined . |
- Outstanding Unvested Awards at FY-end (12/27/2024 close price $33.08): 2022 PSUs: 909 units ($30,065); 2024 PSUs: 16,145 units ($534,091); 2022 RSUs: 607 units ($20,071); 2023 RSUs: 2,228 units ($73,688); includes dividend equivalent units; detailed vesting as above .
- Stock Ownership Guidelines: SVPs must hold 2x base salary; retain at least 50% of shares issued upon RSU vesting until guideline met; earned PSUs count; pledged shares excluded; five-year compliance window; shares held in restricted accounts .
- Hedging/Pledging: Executives are prohibited from hedging and from pledging shares subject to ownership guidelines .
- 10b5-1 Trading Plans: No director or officer adopted or terminated Rule 10b5-1 or non-Rule plans in Q2 2025 .
Employment Terms
- Role start date: SVP, General Counsel & Corporate Secretary since April 11, 2022 .
- Severance and Change-of-Control (as of Proxy; subsequently updated):
- Legacy (Proxy FY2024 “Potential Payments”): Termination in absence of CoC: Severance $47,128; total $47,128; CoC termination: Severance $47,128; equity acceleration value $657,915; total $705,044 (value based on $33.08 close on Dec 27, 2024) .
- Updated Retention Agreements (approved May 16, 2025): Upon termination without Cause → severance equal to 1.0x (one year base salary + annual incentive target) + pro-rated bonus based on actual performance + up to 12 months medical benefits; Upon Change of Control Termination → 1.5x (one year base salary + annual incentive target) + pro-rated bonus at target + up to 12 months medical benefits; subject to company clawback policy; non-compete, non-solicit, confidentiality provisions during employment and for 12 months post-termination; full text in Exhibit 10.31 .
- Clawbacks: Broad recoupment policy covering severance, short/long-term incentives (cash/equity) over a 3-year lookback for inaccuracies, misconduct, policy violations, restrictive covenant breaches, or detrimental behavior; separate SEC/Nasdaq-compliant executive officer clawback for accounting restatements .
- Tax Gross-Ups: Golden parachute excise tax gross-up applies to CEO only; not disclosed for other NEOs .
Investment Implications
- Pay-for-performance alignment: High proportion of at-risk pay (62% for NEOs) with objective metrics (ROE, EPS, FCF) achieved above target; Silva’s 2024 AIP paid at 113% of target and 2022–2024 LTIP paid at 79%, balancing strong profitability/cash generation against weak net sales growth—supporting disciplined capital returns focus .
- Retention risk: The May 2025 Retention Agreements materially increase severance protections (1.0x/1.5x salary+bonus target, pro-rated bonus, benefits) and include 12-month non-compete/non-solicit—reducing near-term turnover risk but modestly raising CoC costs .
- Insider selling pressure: Equity vests over three years; executives must retain 50% of vested shares until guideline compliance; hedging/pledging prohibited; no 10b5-1 plans adopted in Q2 2025—mitigating forced selling risk, though standard tax withholding occurs at vest .
- Alignment and governance: Share ownership guidelines (2x salary for SVPs), robust clawbacks, and no options outstanding reduce misalignment and leverage risk; equity grants tied to EBITDA encourage operational execution and cash discipline .
- Monitoring: Key vest dates (Mar 1, 2025–2027; Mar 2, 2025/2026) and any future trading plan disclosures should be tracked for potential liquidity events; watch for changes in LTIP metrics/weights (e.g., ROA vs ROE cycles) which may signal shifts in strategic focus .