Olafur Gudmundsson
About Olafur S. Gudmundsson
Independent director of JBT Marel Corporation since January 2, 2025; age 55. Currently Head, Discovery Pharmaceutics and Analytical Sciences at Bristol Myers Squibb (since 2021; previously Head, Discovery Pharmaceutics, 2018–2021). Former Vice Chairman and long‑time director of Marel hf. (2014–2025). Serves on the boards of the JBTM Compensation & Human Resources Committee and Governance & Sustainability Committee; determined independent under NYSE/SEC and Nasdaq Iceland standards. Also a board member of Eyrir Invest hf., an investor in JBT Marel.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | Head, Discovery Pharmaceutics & Analytical Sciences | 2021–present | Senior R&D leadership in pharma |
| Bristol Myers Squibb | Head, Discovery Pharmaceutics | 2018–2021 | R&D leadership |
| Marel hf. | Director; Vice Chairman | Director 2014–2025; Vice Chair 2021–2025 | Remuneration Committee (2014–2025); Nomination Committee (2014–2025) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eyrir Invest hf. | Board Member | Current | Eyrir Invest is an investor in JBT Marel |
Board Governance
- Committees: Compensation & Human Resources (member); Governance & Sustainability (member). Not a chair; current chairs are Polly B. Kawalek (Compensation) and Charles L. Harrington (Governance). 2024 meetings: Compensation Committee (4); Governance Committee (4). Committee membership independence affirmed.
- Independence: Board determined Olafur and all non‑employee directors satisfy NYSE, SEC, and Nasdaq Iceland independence criteria. Governance Committee annually reviews director independence and related relationships.
- Executive sessions: Independent directors hold executive sessions after regularly scheduled Board meetings; chaired by the non‑executive Chair, Alan D. Feldman.
- Board attendance: Board held 12 meetings in 2024; each incumbent director and committee member attended at least 75% of meetings. Olafur joined in 2025; no 2024 attendance applicable.
Fixed Compensation (Director)
| Component | Amount/Structure | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly in cash unless elected as RSUs | Director may elect 0%, 50%, or 100% of retainer in RSUs; RSUs vest in May 2025 (for 2024 award cycle) |
| Annual non‑retainer RSU grant | $145,000 | Typically granted May 1 each year | Additional equity grant to non‑employee directors |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Governance: $15,000 | Annual | Not applicable to Olafur (not a chair) |
| Board Chair fee | $120,000 | Annual | Not applicable |
| Expense reimbursement | Reasonable incidental expenses | As incurred | Travel/education related to Board service |
| Ownership guideline | 5x annual retainer | Must meet within 5 years of appointment | Company states directors subject to guideline are in compliance |
Directors may defer RSU distribution until end of Board service; unvested RSUs settle on death/disability or change‑in‑control (per plan). Hedging/pledging by directors is prohibited under the insider trading policy.
Performance Compensation (Director)
- JBTM does not use performance‑conditioned equity for non‑employee directors; director equity is time‑based RSUs as specified above. No director‑specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Eyrir Invest hf. | Board member | Eyrir Invest is a significant investor in JBT Marel; potential alignment/conflict lens. Company’s Governance & Sustainability Committee evaluated independence; Board determined independence for Olafur. |
| Marel hf. (prior) | Director; Vice Chair | Prior leadership at Marel; useful integration expertise post‑combination |
- Compensation & HR Committee interlocks: For 2024, committee members were Feldman, Kawalek, Jackson; none had interlocks with issuer executive boards. Olafur joined the committee in 2025; 2024 interlocks unaffected.
Expertise & Qualifications
- Two decades+ pharma R&D leadership; experience in clinical trials, M&A evaluation, and integration.
- Governance experience: Vice Chair at Marel; service on remuneration and nomination committees; current roles on JBTM Compensation and Governance committees.
- Brings cross‑industry perspective bridging life sciences and industrial food technology.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Basis/Comments |
|---|---|---|---|
| Olafur S. Gudmundsson | 38,080 | 0.073% (38,080 ÷ 51,965,360) | Percent of class reported as <1% by company; outstanding shares as of Mar 18, 2025: 51,965,360 |
| RSUs vesting within 60 days (as of Mar 18, 2025) | 0 | — | Company notes no RSUs for directors/NEOs vesting within 60 days at that date |
- Ownership guideline: 5x retainer; directors have 5 years to comply; company indicates current directors subject to guideline are in compliance.
- Hedging/pledging: Prohibited for directors/executives under insider trading policy.
Governance Assessment
-
Strengths:
- Independent status affirmed; assigned to Compensation and Governance committees aligning with prior remuneration/nomination experience at Marel.
- Board uses independent compensation consultant (Meridian); robust committee charters; annual stockholder say‑on‑pay received 96.08% approval in 2024, signaling investor support for compensation governance.
- Director ownership guidelines (5x retainer) and prohibition of hedging/pledging enhance alignment.
-
Potential conflicts and monitoring:
- RED FLAG consideration: Dual role on Eyrir Invest hf. board while Eyrir Invest is a JBT Marel investor could create perceived influence. Mitigants: annual independence review found no disqualifying relationships/transactions for non‑employee directors; Code of Conduct requires disclosure/recusal from conflicts.
- Related‑party transactions: Company reports none >$120,000 in 2024; Olafur joined in 2025.
- Attendance: No individual attendance data for Olafur in 2024 due to appointment in 2025; committee meeting cadence is regular (Compensation: 4; Governance: 4) and includes private sessions.
-
Board effectiveness signals:
- Clear separation of Chair/CEO; regular executive sessions; majority independent Board and committees.
- Governance committee oversight of director nominations, independence assessments, stockholder engagement, and ESG strategy aligns with best practices.
Overall, governance structures appear robust; the principal monitoring area is potential investor interlock via Eyrir Invest, best managed through continued independence assessments, conflict disclosures, and recusals where appropriate.