Mary Ann Cloyd
FRESH DEL MONTE PRODUCEAbout Mary Ann Cloyd
Independent Class I director of Fresh Del Monte Produce Inc. since 2019; age 70; retired Senior Partner at PricewaterhouseCoopers LLP with 40 years in public accounting/advisory, former leader of PwC’s Governance Insights Center (2012–2015), and a retired Certified Public Accountant. At FDP, she serves as Audit Committee Chair and Governance Committee member and is designated an “audit committee financial expert.” Tenure on the FDP board: ~6 years as of the 2025 proxy. Independence affirmed annually by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Senior Partner; Leader, Governance Insights Center | Partner 1990–2015; GIC 2012–2015 | Led governance thought leadership; deep financial reporting expertise |
| PwC Global and U.S. Boards of Partners & Principals | Board Member | 2004–2013 | Oversight of governance within PwC partnership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ekso Bionics Holdings, Inc. (Public) | Director | 2020–Present | Current public company directorship |
| Bellerophon Therapeutics, Inc. (Public) | Director | Feb 2016–Mar 2024 | Prior public board |
| Angel Pond Holdings Corp. (Public SPAC) | Director | Mar 2021–Dec 2022 | Prior public board |
| NCMIC Group, Inc. (Private mutual) | Director | Apr 2018–Present | Insurance and financial services |
| Geffen Playhouse; Caltech Associates Board; UCLA Iris Cantor Women’s Health Center | Director/Advisory Board | Not specified | Non-profit/academic boards |
Board Governance
- Board structure: Eight directors; classified board with three classes; majority independent; CEO also serves as Chair; Lead Independent Director in place (Michael J. Berthelot).
- Independence: Board determined Ms. Cloyd is independent under NYSE standards and Exchange Act Rule 10A-3(b)(1).
- Committee assignments: Audit (Chair, Financial Expert); Governance (Member).
- Meetings/attendance: Board held 6 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; Audit/Comp/Governance held 7/6/6 meetings, respectively. Independent directors meet in executive session with each scheduled Board meeting.
- Policies: Robust clawback policies (executive officer and broad employee policies); Insider Trading Policy prohibits hedging and restricts pledging (officers cannot pledge stock subject to ownership guidelines); rigorous share ownership guidelines; annual Board self-evaluation.
- Related party transactions oversight: Audit Committee (chaired by Cloyd) evaluates related party transactions per policy; 2024 related party transactions involved Arab Wings ($427,000 air charter) and Polygon ($162,419 pilot program).
Fixed Compensation
| Component | Detail | Value/Units | Timing/Vesting |
|---|---|---|---|
| Annual cash retainer | Non-employee director retainer | $90,000 | Annual |
| Committee membership fees | Audit/Comp/Gov membership | $15,000 / $7,500 / $5,000 | Annual |
| Committee chair fee | Audit Chair | $25,000 | Annual |
| 2024 cash actually paid (Cloyd) | Fees Earned or Paid in Cash | $120,000 | FY2024 |
| 2024 equity grant (Cloyd) | RSUs grant-date fair value | $149,983 | Grant date May 7, 2024; vests May 7, 2025 |
| RSUs outstanding (12/27/2024) | Includes DEUs | 6,330 RSUs; includes 168.3018 DEUs | Vests consistent with underlying RSUs |
Notes:
- Board standardized equity grant date (May 4 going forward; 2024 grant date was May 7) for consistency.
Performance Compensation
Company-level pay-for-performance programs (context for board oversight; Ms. Cloyd is not on the Compensation Committee but participates in Board-level governance):
- 2024 CEO AIP metrics and results: ROE, EPS, Free Cash Flow (weights 35%, 45%, 20%).
| Metric | Weight | Threshold | Target | Maximum | Achieved | % Achieved |
|---|---|---|---|---|---|---|
| Return on Equity (Net Income/Average Equity) | 35% | 4.60% | 5.70% | 8.60% | 7.30% | 127% |
| EPS | 45% | $1.81 | $2.11 | $3.17 | $2.44 | 116% |
| Free Cash Flow ($mm) | 20% | $101.0 | $126.0 | $189.0 | $203.0 | 150% |
| Total Corporate Achievement Factor | — | — | — | — | — | 127% |
- 2024 PSU program (equity) for executives tied to EBITDA:
| Performance Period | Measure | Target | Actual | % Earned |
|---|---|---|---|---|
| Fiscal 2024 | EBITDA | $261.0 million | $275.4 million | 105.5% (CEO capped at 125%; others at 100%) |
- Compensation consultant: Willis Towers Watson engaged; Compensation Committee determined no conflicts of interest; consultant exclusive to the Committee on compensation matters.
- Compensation Committee interlocks: None; no related transactions with committee members in 2024.
- Say-on-pay held annually; Board recommends “FOR” (2025).
Other Directorships & Interlocks
| Company | Relationship to FDP | Potential Interlock/Conflict |
|---|---|---|
| Ekso Bionics (Public) | Unrelated sector (exoskeleton tech) | No FDP-related interlock disclosed |
| Bellerophon Therapeutics (Public, prior) | Unrelated biotherapeutics | No FDP-related interlock disclosed |
| Angel Pond Holdings (Public SPAC, prior) | Unrelated | No FDP-related interlock disclosed |
| NCMIC Group (Private mutual) | Unrelated insurance/financial services | No FDP-related interlock disclosed |
| Non-profits (Geffen Playhouse, Caltech Associates, UCLA) | — | Not applicable |
FDP disclosed related party transactions with Arab Wings and Polygon tied to Abu-Ghazaleh affiliations; none involve Ms. Cloyd. Audit Committee (chaired by Cloyd) oversees review/approval.
Expertise & Qualifications
- Financial reporting and audit: 40 years at PwC; retired CPA; Audit Committee financial expert at FDP.
- Governance and risk oversight: Led PwC Governance Insights Center; experience in ERM/risk management.
- Board leadership: Service on PwC Global/U.S. boards; current and prior public company boards (Ekso, Bellerophon, Angel Pond).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Mary Ann Cloyd | 27,241 | <1% | Beneficial ownership includes unvested RSUs/DEUs; address c/o FDP |
| RSUs Outstanding (Cloyd) | 6,330 | — | Includes 168.3018 DEUs; vesting aligned to RSU grant (May 7, 2025) |
| Ownership Guidelines | 4x annual cash retainer ($360,000) within 5 years | — | All non-employee directors in compliance; must retain 50% of shares until met |
| Hedging/Pledging | Hedging prohibited; officers prohibited from pledging shares subject to guidelines | — | Applies under Insider Trading Policy; directors subject to hedging ban |
No pledging disclosed for Ms. Cloyd; pledging noted for certain Abu-Ghazaleh holdings, not for Cloyd.
Governance Assessment
-
Positives
- Audit Committee Chair and “financial expert” designation bolster financial oversight quality; independence affirmed under NYSE standards.
- Consistent engagement: Board and committees met regularly (Board 6; Audit 7; Governance 6 in 2024); incumbents met attendance thresholds; independent director executive sessions each scheduled meeting.
- Alignment mechanisms: Director RSU grants with post-vesting holding requirements and share ownership guidelines; Board-level clawback policies and hedging prohibitions reduce risk of misaligned incentives.
- Robust related party transaction review overseen by her committee; use of independent compensation consultant with no conflicts.
-
Red Flags / Watch items
- Combined CEO/Chair structure may dampen independent oversight; mitigated by Lead Independent Director.
- Family-related related party transactions (Arab Wings; Polygon) require continued strong Audit Committee scrutiny.
- Significant concentrated ownership and pledged shares by Abu-Ghazaleh affiliates increase governance complexity; not attributable to Cloyd but relevant to overall board risk.
Overall, Ms. Cloyd presents strong audit/governance credentials and independence, with clear oversight roles that are supportive of investor confidence. Continued vigilance on related-party matters and the CEO/Chair duality remains important under her Audit/Governance responsibilities.