Ajay Menon
PILGRIMS PRIDEAbout Ajay Menon
Ajay Menon, 63, has served as a Director of Pilgrim’s Pride Corporation since March 2021. He is President and CEO of the Colorado State University Research Foundation (CSURF) since October 2019, holds a Ph.D. in Marketing, and previously served as Dean of CSU’s Colleges of Business (2002–2015) and Agricultural Sciences (2015–2019) and as Colorado’s first Chief Innovation Officer (2011–2013) . The Board has affirmatively determined he is independent under Nasdaq rules and financially literate; he is one of the two required independent JBS Directors given JBS’s ownership level .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Colorado State University Research Foundation (CSURF) | President & CEO | Oct 2019 – Present | Oversees IP protection, management, commercialization, and services to CSU and affiliates . |
| Colorado State University | Dean, College of Agricultural Sciences | Jul 2015 – Sep 2019 | Chief administrative and academic officer; strategy, programs, budgets, external relationships . |
| Colorado State University | Dean, College of Business | Jul 2002 – Jun 2015 | Chief administrative and academic officer; strategic direction and external relationships . |
| State of Colorado | Chief Innovation Officer | Nov 2011 – Aug 2013 | Established and led Colorado Innovation Network; ecosystem for entrepreneurship/innovation . |
| Liberty Media Acquisition Company | Director (formerly) | Not disclosed | Board service at a SPAC; no specific dates disclosed . |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| CSURF | President & CEO | Current | Leads IP commercialization and affiliated services; industry and innovation network . |
- Current public company directorships beyond PPC: none disclosed in the proxy .
Board Governance
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Sustainability | Member | No | 4 . |
| Audit | Not listed | — | 4 (committee total) . |
| Compensation | Not listed | — | — (committee met; total not shown in table) . |
| JBS Nominating | Not listed | — | 2 (committee total) . |
| Equity Nominating | Not listed | — | 4 (committee total) . |
- Independence: Ajay Menon is independent under Nasdaq rules; he also satisfies Rule 10A-3 independence (audit committee standard) and financial literacy requirements applicable to JBS Directors at PPC’s current control level .
- Board structure: Ten directors (eight JBS-designated, two Equity-designated); Menon is one of the eight JBS Directors .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 8 meetings and committees held 15; executive sessions of non-management directors were held three times (vs. typical four) .
- Controlled company governance: Compensation Committee operates under Nasdaq controlled company exemptions and does not have a Charter .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Paid quarterly in arrears . |
| Committee member retainer | $10,000 | For Audit, Compensation, Sustainability members (per committee per year) . |
| Committee chair retainer | $15,000 | For chairs of Audit, Compensation, Sustainability . |
| 2024 cash earned – Ajay Menon | $150,000 | Sum reported for 2024 (includes Q4 paid in Q1 2025) . |
- Director program also reimburses reasonable expenses related to Board/committee service .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Price | Grant-Date Fair Value | Vesting Condition |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | May 1, 2024 | 1,696 | $35.39 | $60,000 | Vests in full upon termination of service on the Board . |
- Non-employee director annual equity is RSUs valued at $60,000; total non-employee director cash+fair value awards per fiscal year may not exceed $500,000 under the Restated 2019 LTIP .
- No director option awards are disclosed in the 2024 director compensation table; only cash and stock awards are reported .
Other Directorships & Interlocks
| Company/Entity | Role | Status | Potential Interlock/Notes |
|---|---|---|---|
| Liberty Media Acquisition Company | Director | Former | SPAC board experience; no current interlocks disclosed . |
- Menon is a JBS-designated Director on PPC’s Board; PPC is a controlled company with JBS owning ~82.34% via JBS Wisconsin Properties, LLC, which may introduce related-party considerations overseen by independent committees .
Expertise & Qualifications
- Ph.D. in Marketing; CSU faculty since 1991; extensive leadership in academic administration and innovation ecosystems .
- Business strategy and innovation expertise; global network; Board notes his experience adds value to PPC’s global operations .
- Financial literacy and independence affirmed; satisfies heightened independence requirements applicable to JBS Directors at PPC’s control level .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Ajay Menon | 9,162 | <1% | Includes RSUs that would vest upon departure from the Board . |
- Unvested RSUs outstanding (as of Dec 29, 2024): 9,162 for Menon .
- Insider Trading Policy includes pledging and hedging policy references; specific elections/compliance not disclosed in the proxy sections provided .
Insider Trades & Filings
| Item | Count/Detail | Period | Notes |
|---|---|---|---|
| Late Form 4 filings (Menon) | 1 | FY 2024 | Reported RSU grant; attributed to administrative delays . |
Governance Assessment
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Strengths:
- Independence and financial literacy confirmed; Menon is one of two required independent JBS Directors, reinforcing committee composition (notably Sustainability) and oversight capacity .
- Active Sustainability Committee membership; committee had four meetings in 2024 and oversees ESG strategy, risks, disclosures, and stakeholder relations, directly relevant to PPC’s reputational and operational risk profile .
- Robust related-party transaction review: Audit Committee of independent directors must unanimously affirm Item 404 transactions as fair/arm’s-length; explicit protocols for JBS-affiliated dealings .
-
Red Flags and Risk Indicators:
- Controlled company status with JBS owning ~82.34% of shares and voting power; Compensation Committee lacks a Charter under Nasdaq controlled company exemption, which may limit formalized processes and independent oversight relative to non-controlled peers .
- Significant related-party transactions with JBS USA (sales/purchases, SAP and corporate services, tax-sharing agreement including up to $725.0 million payments tied to dividend-related tax savings), requiring continued vigilance by independent directors to ensure minority shareholder protections .
- One late Section 16 Form 4 filing for Menon in 2024 due to administrative delays; minor compliance lapse but noted in proxy .
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Alignment:
- Director equity is RSU-based with vesting upon termination of Board service; annual grants were 1,696 RSUs for 2024; Menon’s unvested RSUs totaled 9,162 at year-end, providing equity linkage but without disclosed performance metrics for director awards .
- Beneficial ownership for Menon is <1%, typical for non-employee directors, with no pledging/hedging disclosures specific to him beyond policy references .
Overall, Menon’s independence, financial literacy, and ESG committee role support board effectiveness in a controlled company context, but the magnitude of JBS-related transactions and Compensation Committee charter exemption merit ongoing monitoring from governance-focused investors .