Farha Aslam
PILGRIMS PRIDEAbout Farha Aslam
Farha Aslam, 56, has served as a Director of Pilgrim’s Pride Corporation (PPC) since May 2019; she is a former sell-side analyst and managing director specializing in food and agribusiness, with an MBA in Finance from Columbia Business School (1996) and a BA in Economics from UC Irvine (1991) . The Board has affirmatively determined she is independent under Nasdaq rules, and she also meets Rule 10A‑3 independence and financial literacy requirements applicable while JBS controls 50%+ of voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stephens Inc. | Managing Director & Senior Analyst, Food & Agribusiness Research | 2004–2018 | Led coverage; co-managed equity offerings in poultry/food sectors |
| Merrill Lynch | Vice President, Food & Agribusiness Research | 1999–2004 | Sell-side coverage |
| UBS | Risk Management Associate (fixed income marketing to hedge fund/mutual fund clients) | 1996–1998 | Risk/markets exposure |
| SunAmerica Financial | Financial Services Representative | 1992–1994 | Retail financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calavo Growers (Nasdaq) | Board Member | Not disclosed | Board-level industry expertise |
| Green Plains Inc. (Nasdaq) | Board Member | Not disclosed | Board-level ag/biofuels expertise |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee Chair (appointed March 2023) .
- Independence: Board-determined independent; satisfies Rule 10A‑3 audit committee independence and financial literacy requirements alongside JBS-controlled status .
- Attendance: In 2024, Board held 8 meetings and committees 15; each incumbent Director attended at least 75% of meetings; executive sessions of non‑management directors held three times (typically four per year) . In 2023, Board held 8 meetings and committees 13; each incumbent Director attended at least 75%; one executive session .
- Board structure: Controlled company; Compensation Committee lacks a charter under Nasdaq controlled company exemptions .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 8 | 8 |
| Committee meetings held | 13 | 15 |
| Executive sessions held | 1 | 3 |
| Audit Committee membership (Aslam) | Member | Member |
| Sustainability Committee role (Aslam) | Chair (appointed March 2023) | Chair |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (standard) | $140,000 (program terms) | $140,000 (program terms) |
| Committee chair retainer | $15,000 (Sustainability; prorated $14,167 in 2023 for appointment in March) | $15,000 (Sustainability Chair) |
| Committee member retainer | $10,000 (Audit member) | $10,000 (Audit member) |
| Fees earned or paid in cash (Aslam) | $164,167 | $165,000 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Date Share Price | Grant Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|---|
| RSU (Director annual grant) | Apr 26, 2023 | 2,790 | $21.51 | $60,000 | Vests in full upon termination of Board service | None disclosed for directors (service-based RSUs) |
| RSU (Director annual grant) | May 1, 2024 | 1,696 | $35.39 | $60,000 | Vests in full upon termination of Board service | None disclosed for directors (service-based RSUs) |
- Policy overlay: All LTIP awards are subject to the Company’s clawback policy and insider trading/pledging/hedging policies, with references to minimum post‑vesting holding periods and stock ownership guidelines in plan governance .
Other Directorships & Interlocks
| Company | Role | Listing | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Calavo Growers | Director | Nasdaq | No PPC-specific related party transactions disclosed |
| Green Plains Inc. | Director | Nasdaq | No PPC-specific related party transactions disclosed |
Expertise & Qualifications
- Sector expertise: Food, agribusiness, protein value chain; equity capital markets experience (co-managed offerings in poultry/food industries) .
- Financial literacy: Explicitly satisfies audit committee and Rule 10A‑3 financial literacy requirements during controlled status .
- Education: MBA (Finance), Columbia Business School (1996); BA (Economics), UC Irvine (1991) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Farha Aslam | 14,122 | <1% | Includes RSUs that would vest upon departure; unvested RSUs outstanding: 14,122 (as of Dec 29, 2024) |
- Hedging/pledging: Company prohibits hedging and pledging; awards and holdings subject to insider trading policy .
- Stock ownership guidelines: Plan references compliance with stock ownership guidelines and minimum holding periods; specific director multiples not disclosed .
Insider Trades and Compliance
| Event | Period | Detail | Note |
|---|---|---|---|
| Section 16 compliance | FY2024 | One late Form 4 reporting an RSU grant for Ms. Aslam due to administrative delays | Company states Reporting Persons otherwise complied; policy prohibits hedging/pledging |
Related Party Transactions (Context for Conflicts)
| Related Party Item | FY2024 Amount (USD ‘000s) | Description |
|---|---|---|
| Expenditures paid by JBS USA on behalf of PPC | 121,962 | Shared services agreements (SAP licenses, consolidated corporate team); tax sharing agreement entered Dec 30, 2024 |
| Expenditures paid by PPC on behalf of JBS USA | 14,593 | Reimbursable under shared services agreement |
| Sales to related parties | 33,333 | Routine transactions with JBS USA and subsidiaries |
| Purchases from related parties | 206,482 | Routine transactions with JBS USA and subsidiaries |
- Governance control: JBS beneficially owns ~82.34% of PPC via JBS Wisconsin Properties; Aslam is classified among JBS Directors, though Board deems her independent under Nasdaq .
- Review process: Audit Committee (comprised solely of independent directors) must unanimously approve related party transactions per charter and Certificate of Incorporation; reportable transactions reviewed against arm’s‑length standards .
Compensation Structure Analysis
| Aspect | 2023 | 2024 | Signal |
|---|---|---|---|
| Cash vs equity mix | ~$164k cash vs $60k equity | ~$165k cash vs $60k equity | Stable mix; modest chair/member fee variation tied to roles |
| Instruments | RSUs only; no options | RSUs only; no options | Lower risk instrument; service‑based vesting |
| Annual grant shares | 2,790 at $21.51 | 1,696 at $35.39 | Share count adjusts to maintain ~$60k fair value |
| Caps/policies | Non‑employee director comp fair value + cash capped at $500k/year (LTIP) | Same | Conservative cap; policy compliance expected |
| Clawback/holding | Awards subject to clawback; ownership/holding policies referenced | Same | Governance overlay on awards |
Governance Assessment
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Strengths
- Independent status and financial literacy; sits on the Audit Committee and chairs Sustainability, supporting oversight of financial reporting and ESG risk management .
- Solid attendance record (≥75% threshold for Board and committees) and leadership engagement; executive sessions held regularly, indicating non‑management oversight .
- Director compensation aligned via RSUs that vest upon end of service, creating holding incentives and longer‑term alignment; compensation structure within conservative caps .
-
Risks and potential conflicts
- Controlled company governance: Compensation Committee lacks charter; JBS controls outcomes on most shareholder votes and nominates JBS Directors (including Aslam), limiting minority investor influence .
- Extensive related party transactions with JBS USA (services, purchases/sales, tax sharing); while Audit Committee approval and independence safeguards exist, the magnitude and breadth warrant ongoing scrutiny .
- Compliance note: One late Form 4 for RSU grant (administrative delay); minor but worth tracking for timely reporting culture .
-
Overall investor confidence signal
- Aslam’s independent audit role and ESG chairmanship are positives for controls and sustainability oversight; alignment via RSU holdings exists, albeit modest (<1%) .
- The overarching controlled structure and related party dependence remain the primary governance overhang, requiring sustained Audit Committee rigor (to which Aslam contributes) .