Samuel C. Scott III
About Samuel C. Scott III
Samuel C. Scott III, age 80, serves as Lead Independent Director at GCMG and has been on the Board since November 2020. He is the former Chairman and CEO (2001–2009), President and COO (1997–2001), and earlier division president at Corn Products International (now Ingredion), and holds both a B.S. and M.B.A. from Fairleigh Dickinson University . He brings multi-decade public board experience (BNY Mellon, Motorola Solutions—Lead Director 2015–2019, Abbott Laboratories) and currently serves on several nonprofit boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corn Products International (Ingredion) | Chairman & CEO | 2001–2009 | Led global ingredients solutions provider |
| Corn Products International (Ingredion) | President & COO | 1997–2001 | Senior operating leadership |
| CPC International – Corn Refining | President | 1995–1997 | Division leadership |
| American Corn Refining | President | 1989–1997 | Business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon | Director; Audit; Human Resources & Compensation; Corporate Governance, Nominating & ESG committees | 2003–2022 | Extensive committee work across audit, compensation, and governance |
| Motorola Solutions | Director; Lead Director | 1993–2019 (Lead Director 2015–2019) | Senior independent oversight as Lead Director |
| Abbott Laboratories | Director | 2007–2020 | Public company board experience |
| Ringling College of Art and Design | Trustee | Ongoing | Nonprofit governance |
| Sarasota Memorial Hospital Foundation | Board Member | Ongoing | Nonprofit governance |
| American Business Immigration Coalition | Board Member | Ongoing | Nonprofit governance |
Board Governance
- Lead Independent Director; responsibilities include presiding over meetings without the Chair/CEO present, approving agendas, and acting as liaison to independent directors per Corporate Governance Guidelines .
- Committee assignments: Audit Committee member; the Audit Committee met 4 times in 2024 and oversees auditor engagement, financial reporting, risk (including cybersecurity), and related-person transactions .
- Independence: Board determined Mr. Scott is independent under Nasdaq rules; he also meets heightened independence standards required for audit committee members .
- Attendance and engagement: In 2024 there were 5 Board meetings and 4 Audit Committee meetings; each director attended at least 75% of Board and applicable committee meetings; Mr. Scott attended the 2024 Annual Meeting of Stockholders .
- Controlled company: GCMG is a “controlled company” with ~75% combined voting power held by Key Holders; it does not maintain compensation or nominating committees (Board/management administer director and executive compensation), which reduces independent committee oversight .
- Shareholder voting signal: In the June 5, 2025 election, Mr. Scott received 150,336,662 “For” and 18,725,211 “Withheld” votes, the highest withhold count among longer-tenured nominees, which may indicate elevated shareholder scrutiny .
2025 Annual Meeting Director Vote Outcomes (selected)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Samuel C. Scott III | 150,336,662 | 18,725,211 | 5,707,673 |
| Angela Blanton | 154,224,901 | 14,836,972 | 5,707,673 |
| Francesca Cornelli | 154,208,506 | 14,853,367 | 5,707,673 |
| Stephen Malkin | 160,650,007 | 8,411,866 | 5,707,673 |
| Michael J. Sacks | 162,830,336 | 6,231,537 | 5,707,673 |
Fixed Compensation
2024 Director Compensation – Samuel C. Scott III
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | — |
| Stock Awards (aggregate grant-date fair value of RSUs) | $235,019 |
| Total | $235,019 |
Director Fee Policy
| Policy Element | FY 2024 | Effective Apr 1, 2025 |
|---|---|---|
| Annual Director Fee | $200,000 | $250,000 |
| Audit Committee Member Fee | $35,000 | $45,000 |
| Audit Committee Chair Fee | $50,000 (total audit fees for chair $85,000) | $60,000 (total audit fees for chair $105,000) |
| Other Committee Member Fee | $15,000 | (not specified in 2025 update) |
| Other Committee Chair Fee | $30,000 | (not specified in 2025 update) |
| Form of Payment | Eligible to elect cash, fully vested stock, or deferred RSUs; in 2024 non-employee directors elected to receive quarterly cash compensation in deferred RSUs | Same framework; fees adjusted |
Performance Compensation
| Feature | Terms |
|---|---|
| Annual Director RSU Grants | RSUs are fully vested at grant; several directors elected to receive cash fees in deferred RSUs in 2024 |
| Initial Director Award | 10,000 RSUs vest in full on first anniversary of start date; accelerate upon Change of Control or death/disability |
| Deferred RSU Delivery Triggers | Delivered on earlier of date before first annual meeting ≥50 weeks from grant, first anniversary, death/disability, change of control, separation of service, or later compliant date (Section 409A) |
| Performance Metrics | None disclosed for non-employee directors; awards are time/deferred-settlement, not performance-based |
| Clawback | Company adopted clawback policy (2023; amended 2024) compliant with Nasdaq Listing Rule 5608; primarily applies to NEOs |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| BNY Mellon | Director (2003–2022) | Audit; Human Resources & Compensation; Corporate Governance, Nominating & ESG |
| Motorola Solutions | Director (1993–2019); Lead Director (2015–2019) | Lead director responsibilities |
| Abbott Laboratories | Director (2007–2020) | Not specified |
| GCMG Board (Compensation matters) | Board-level administration (no comp committee due to controlled company exemption) | Mr. Scott participated in Board-level compensation oversight and is listed on Compensation Committee Report signatory list |
Expertise & Qualifications
- Former public company CEO and COO with deep operational leadership and governance exposure across multiple large-cap boards .
- Financial literacy sufficient for Audit Committee service; Board designated other members (Blanton, Cornelli, Helfand) as “audit committee financial experts” .
- Formal education: B.S. and M.B.A., Fairleigh Dickinson University .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class C Shares Beneficially Owned | % of Class C | Combined Voting Power |
|---|---|---|---|---|---|
| Samuel C. Scott III | 13,902 | * | — | — | * (less than 1%) |
| RSUs Outstanding (12/31/2024) | 86,883 | — | — | — | — |
Notes: “*” represents less than 1% . Company discloses that, except as noted elsewhere, to its knowledge none of the shares beneficially owned by any executive officer or director have been pledged as security; no pledge is indicated for Mr. Scott . Anti-hedging policy prohibits directors, officers, employees and controlled entities from engaging in hedging transactions in Company equity .
Governance Assessment
- Strengths: Independent Lead Director role provides counterbalance to combined Chair/CEO structure; Audit Committee membership adds oversight across financial reporting, cybersecurity, and related-person transactions . Extensive prior public board experience and committee work should support board effectiveness . Attendance expectations met (≥75%), and participation at 2024 Annual Meeting indicates engagement .
- Cautions: Controlled company status with concentrated voting power (~75%) enables director designations by GCM V and exemption from fully independent compensation and nominating committees—reducing independent checks on pay and nominations . 2025 director election shows comparatively high withhold votes for Mr. Scott (18.7M) versus several peers, a potential investor confidence signal warranting monitoring .
- Conflicts/Related-party exposure: No specific related-party transactions disclosed for Mr. Scott. Audit Committee (including Mr. Scott) oversees related-person transactions; separate disclosures highlight broker and aircraft arrangements involving other insiders, underscoring importance of vigilant committee oversight .
- Alignment: Director compensation heavily equity-based in 2024 (100% stock awards reported for Mr. Scott), plus RSUs outstanding and anti-hedging provisions support alignment; absence of pledging for Mr. Scott is positive .
RED FLAGS: Controlled company exemption (no independent compensation or nominating committees) ; elevated withhold votes for Mr. Scott in 2025 director election .