Polly Kawalek
About Polly B. Kawalek
Independent director since 2008 (age 70); retired President of PepsiCo’s Quaker Oats U.S. Foods division (2001–2004) and President, Hot Breakfast division (1997–2000), with 25 years of food industry leadership emphasizing R&D, product innovation, and marketing . She currently chairs the Compensation and Human Resources Committee and serves on the Audit Committee, and is classified as independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo/Quaker Oats | President, U.S. Foods; President, Hot Breakfast | 2001–2004; 1997–2000 | Led product innovation and marketing; 25 years total at Quaker Oats |
| Quaker Oats | Various leadership roles | c. 1979–2004 | R&D, product development, marketing insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elkay Manufacturing Company | Director | 2005–Mar 2020 | Not disclosed |
| Martek Biosciences Corp. | Director | 2005–Feb 2011 | Not disclosed |
| Kimball International, Inc. | Director | 1998–Jan 2009 | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Polly B. Kawalek is independent under NYSE, SEC, and Nasdaq Iceland standards |
| Committees | Chair, Compensation and Human Resources; Member, Audit |
| Board/Audit/Comp meetings (2024) | Board: 12; Audit: 8 plus 4 private sessions; Compensation & HR: 4 plus 3 private sessions |
| Attendance | Each incumbent director attended ≥75% of Board and relevant committee meetings in 2024 |
| Executive sessions | Independent directors meet in executive session after regularly scheduled Board meetings |
| Lead Independent Director | Not designated while a non-employee chairman serves; executive sessions led by the chair |
| Stockholder engagement | Ongoing multi-channel program; Board considers feedback in governance and compensation decisions |
| Committee expertise | All Audit Committee members (including Kawalek) qualify as “audit committee financial experts” |
Fixed Compensation
| Component | Structure | 2024 Amount (Polly Kawalek) |
|---|---|---|
| Annual Board retainer | $95,000; director may elect 0%, 50%, or 100% in RSUs; remainder in cash (quarterly) | Included in totals below |
| Committee chair fee | $15,000 for Compensation & HR chair; $20,000 for Audit chair; $15,000 for Governance chair | $15,000 cash fees earned |
| Meeting fees | None (no additional cash for Board or committee meetings) | N/A |
| Other | Reimbursement of reasonable incidental expenses; charitable match up to $5,000 | $4,911 other compensation |
Director Compensation (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Polly B. Kawalek | $15,000 | $239,957 | $4,911 | $259,868 |
Notes:
- Non-retainer annual RSU grant of $145,000 (granted May 1, 2024); retainer RSUs vest in May 2025 .
- Directors can defer RSU distribution to end of Board service; unvested RSUs settle upon death/disability or change-in-control per plan terms .
Performance Compensation
Director equity is time-based RSUs; no options; no director-specific performance metrics disclosed .
Compensation framework overseen by Kawalek (as Comp & HR Chair) for NEOs:
| Program | Metric | Weight/Scale | 2024 Targets/Notes |
|---|---|---|---|
| Annual MIP (BPI) | Adjusted EBITDA (YoY growth) | 50% weight; 0.00–2.50 rating scale | Target curve set annually; adjustments exclude certain non-recurring items |
| Annual MIP (BPI) | Adjusted EBITDA Margin | 25% weight; 0.00–2.50 rating scale | As above |
| Annual MIP (BPI) | Free Cash Flow Conversion (FCF) | 25% weight; 0.00–2.50 rating scale | As above |
| Long-Term Incentive (LTIP) | EPS growth (adjusted) | 70% weight; 3-year average; 0.00–2.00 scale | rTSR modifier ±20% vs S&P 1500 Industrial Machinery |
| Long-Term Incentive (LTIP) | Operating ROIC (adjusted) | 30% weight; 3-year average; 0.00–2.00 scale | Targets require sustained high ROIC |
Illustrative 2024 Company MIP outcomes (context for oversight):
| Measure | 0% Payout Threshold | 100% Target | 250% Max | 2024 Result | Weight | BPI Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA* ($mm) | 270.0 | 300.0 | 350.0 | 295.0 | 50% | 0.83 |
| Adjusted EBITDA Margin (%) | 16.00 | 17.00 | 19.00 | 17.19 | 25% | 1.19 |
| FCF (% of NI) | 75.0 | 105.0 | 180.0 | 148.6 | 25% | 1.87 |
| Total BPI Rating | — | — | — | — | — | 1.18 |
*Non-GAAP adjustments approved by the committee for unusual/non-recurring items .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Not disclosed for Polly in the 2025 proxy |
| Prior boards | Elkay Manufacturing; Martek Biosciences; Kimball International |
| Compensation committee interlocks | None: 2024 Comp & HR members (Feldman, Kawalek, Jackson) were not officers/employees; no cross-committee interlocks involving JBT executives |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Food industry operating leadership | President roles at Quaker Oats divisions; 25 years in industry |
| Audit/financial oversight | Audit Committee member; Audit Committee designated “financial expert” status for all members |
| Compensation governance | Chair, Compensation and Human Resources Committee; leads pay-for-performance oversight |
| Strategic/R&D/marketing | Board biography notes insights into R&D, product innovation, and marketing |
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | 71,800 | Mar 18, 2025 | Less than 1% of outstanding |
| Shares outstanding | 51,965,360 | Mar 18, 2025 | — |
| Ownership % of outstanding | ~0.14% (computed from above) | Mar 18, 2025 | — |
| RSUs outstanding (unvested) | 60,121 | Dec 31, 2024 | Aggregate RSUs at FY-end |
| Pledging/hedging | Prohibited for directors under insider trading policy | Policy | No margin/pledge permitted |
Insider trades:
| Date | Type | Securities | Price | Post-transaction holdings | Ownership form |
|---|---|---|---|---|---|
| 2025-06-02 | Acquisition (non-open market; RSU grant) | 2,260 shares | $0.00 | 74,060 | Direct |
Governance Assessment
- Board effectiveness: Kawalek’s dual roles (Comp & HR Chair; Audit member) strengthen oversight of pay design, risk, and financial reporting; independence affirmed and attendance thresholds met .
- Alignment: She elected predominantly equity compensation in 2024 ($239,957 stock vs $15,000 cash), supporting shareholder-aligned incentives; director ownership guidelines (5x retainer within 5 years) are in compliance for all non-employee directors .
- Conflicts and red flags: No related-party transactions involving directors/executives in 2024 >$120,000; Section 16 reporting compliance fully met; hedging/pledging prohibited by policy .
- Shareholder sentiment: 2024 Say-on-Pay approved by 96.08% of votes cast, indicating broad support for compensation governance under the committee’s oversight .
Additional signals
- Independent consultant Meridian engaged; committee held private sessions with the consultant and HR leadership, indicating robust process controls .
- Peer group breadth (24 industrials, including Marel hf) and median targeting suggest disciplined benchmarking; oversight of clawback provisions and stock ownership requirements enhances risk mitigation .
Potential watch items
- Tenure: Long service (since 2008) warrants periodic skills refresh against evolving strategy and integration of Marel; committee workload spans compensation, human capital, and risk review .