Adrienne Elsner
Owens CorningAbout Adrienne D. Elsner
Adrienne D. Elsner (age 62) is an independent director of Owens Corning, serving since 2018, and sits on the Audit and Finance Committees; she is designated an “audit committee financial expert.” She is currently Chief Executive Officer of Benson Hill, Inc. (since October 2023; interim CEO June–October 2023) and previously served as President/CEO of Charlotte’s Web Holdings (2019–2021), President, U.S. Snacks at Kellogg (2015–2018), and held senior roles including EVP/Chief Marketing Officer at Kraft Foods; she has also served on the Board of Directors of the Ad Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benson Hill, Inc. | Chief Executive Officer; Director | CEO: Oct 2023–present; Interim CEO: Jun–Oct 2023; Director since 2019 | Led strategy and operations through leadership transition; public company CEO experience |
| Charlotte’s Web Holdings, Inc. | President, CEO, Director | 2019–2021 | Led branded consumer products; public company CEO track record |
| Kellogg Company | President, U.S. Snacks | 2015–2018 | P&L leadership in large-scale operations; sales/marketing execution |
| Kraft Foods, Inc. | EVP, Chief Marketing Officer; prior senior roles | 1992–2015 | Global marketing, product innovation, and international operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benson Hill, Inc. (NYSE: BHIL) | CEO; Director | CEO since Oct 2023; Director since 2019 | Current public company leadership and board role |
| The Ad Council | Director | Not specified | Non-profit board service |
Board Governance
- Independence: The Board determined ten of eleven directors are independent, including Ms. Elsner; Audit, Compensation, and Governance & Nominating Committees are entirely independent .
- Committee assignments: Audit Committee member; Finance Committee member; Audit Chair is Maryann T. Mannen; Finance Chair is Eduardo E. Cordeiro .
- Audit expertise: Designated an “audit committee financial expert”; Audit Committee is financially literate and independent .
- Attendance and engagement: In 2024 the Board met 8 times; Audit met 6; Finance met 4. All directors attended at least 75% of Board and committee meetings .
- Executive sessions: Non-management/independent directors held five executive sessions in 2024, presided over by the Lead Independent Director .
- Overboarding policy: Non-employee directors limited to ≤4 public boards; Audit Committee members limited to ≤2 other public company audit committees unless the Board approves. Ms. Elsner serves on two public company boards (OC and BHIL), within policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $112,000 | Paid quarterly; no meeting fees |
| Stock award (annual grant) | $168,000 | Minimum 60% of total retainer must be in stock; deferral optional |
| Total | $280,000 | Standard non-employee director package |
- Program structure: Standard annual Board retainer of $280,000; additional chair retainers (Audit $25k; Comp $20k; Governance/Finance $15k; Lead Independent Director $35k); at least 60% stock; stock can be deferred; no perquisites for directors .
Performance Compensation
- Non-management directors do not have performance-based pay metrics; equity is retainer-based RSUs/stock grants with no options or meeting fees disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Benson Hill, Inc. | CEO; Director | Not disclosed | Different industry (agricultural technology); Company reports no related-person transactions in 2024 |
Expertise & Qualifications
- Financial oversight and audit literacy; designated “audit committee financial expert” .
- Global management, strategy, sales, and marketing across large consumer and manufacturing businesses (Kellogg, Kraft) .
- Current public-company CEO perspectives beneficial to strategy and operations oversight .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (includes DSUs convertible within 60 days) | 16,138 shares | Footnote indicates inclusion of DSUs that could be distributed within 60 days; DSUs lack voting/investment power |
| % of shares outstanding | ~0.0189% (16,138 / 85,537,231) | Derived from record-date shares outstanding (85,537,231) |
| Hedging/Pledging | Prohibited for directors and employees under Insider Trading Policy; anti-hedging and anti-pledging highlighted | |
| Ownership guidelines | Directors must hold stock equal to 5x maximum annual cash retainer; directors with >3 years tenure exceed guidelines |
Governance Assessment
- Board effectiveness: Dual membership on Audit and Finance places Ms. Elsner at the center of financial risk oversight; her audit financial expert designation strengthens committee rigor .
- Independence and attendance: Independent status, committee independence, and ≥75% attendance support investor confidence in oversight quality .
- Alignment: Director pay mix is equity-heavy with a mandatory minimum 60% in stock and stringent 5x retainer ownership guidelines, reinforcing long-term alignment; hedging/pledging bans further align interests .
- Conflicts/related-party: Company reports no related-person transactions for 2024; overboarding policy observed (two public boards) and Audit Committee service limits noted; no red flags identified in disclosed materials .
- Engagement: Five executive sessions of independent directors in 2024 and robust governance processes (majority vote, mandatory resignation if not elected, annual self-evaluations) bolster governance quality .