Raul Padilla
PILGRIMS PRIDEAbout Raul Padilla
Independent director of Pilgrim’s Pride Corporation since April 2022; age 69. Former President, Global Operations at Bunge Limited with 40+ years in oilseed processing and grain handling across Argentina, Brazil, and global agribusiness; graduate of the University of Buenos Aires . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunge Limited | President, Global Operations | 2018–2021 | Led global operations for a top-3 global agribusiness, indicating deep supply chain and commodity risk expertise . |
| Bunge | President, South America; President, Sugar & Bioenergy | 2018–2021 | Regional and segment leadership across South America and bioenergy, overlapping with global remit noted above . |
| Bunge Brazil | CEO; Managing Director, Sugar & Bioenergy | 2014–2018 | Country CEO and product-line leadership; extensive operational oversight . |
| Bunge Global Agribusiness / Bunge Product Lines | Managing Director; CEO | 2010–2014 | Senior management of global agribusiness product lines . |
| Bunge Argentina | CEO | 1999–2010 | National leadership; joined Bunge in 1997 as Commercial Director . |
| La Plata Cereal (Argentina) | Early career (commercial) | Began 1977 | Foundation in Argentine grain and oilseed markets . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argentine National Oilseed Crushers Association | President | Not disclosed | Industry leadership; policy and standards influence . |
| International Association of Seed Crushers | Vice President | Not disclosed | International trade and processing standards exposure . |
| Buenos Aires Cereal Exchange | Director | Not disclosed | Market governance and trading venue oversight . |
| Rosario Futures Exchange | Director | Not disclosed | Futures market governance and risk management insights . |
Board Governance
- Director category: One of eight “JBS Directors” designated under PPC’s Certificate of Incorporation (JBS is the controlling stockholder) .
- Independence: Board determined independent under Nasdaq standards .
- Committees: No current committee assignments (no “X” marks for Padilla across Audit, Compensation, JBS Nominating, Equity Nominating, Sustainability) .
- Attendance and engagement: The Board met 8 times and committees 15 times in 2024; each incumbent director attended at least 75% of their meetings; all directors present at the 2024 annual meeting; Board held 3 executive sessions of non-management directors in 2024 .
- Controlled company context: JBS controls >50% voting power; PPC uses Nasdaq “controlled company” exemptions (e.g., no fully independent Compensation Committee charter) .
- Election signal: At the May 1, 2024 annual meeting, Padilla received 226,017,079 “For” vs. 96,683 “Withheld” (broker non-votes: 3,356,572), indicating strong holder support .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent per Nasdaq |
| Director Category | JBS Director |
| Committees | None |
| Attendance (2024) | ≥75% of Board/committee meetings for all incumbents |
| Executive Sessions (2024) | 3 non-management sessions |
| Annual Meeting Attendance (2024) | All directors attended |
| Controlled Company | Yes; JBS >50%; exemptions utilized |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $140,000 |
| Committee member retainer (if applicable) | $10,000 per committee membership (program terms) |
| Committee chair retainer (if applicable) | $15,000 per chair role (program terms) |
| RSU annual grant | $60,000 grant-date fair value; 1,696 RSUs granted on May 1, 2024 at $35.39; vests in full upon termination of Board service |
| 2024 total reported comp (Padilla) | $200,000 ($140,000 cash; $60,000 stock awards) |
Notes: 2024 director grant details and vesting mechanics per program; Padilla had no committee assignments in the 2024/2025 proxy, implying no committee retainers paid .
Performance Compensation
- No performance-based equity or option awards for non-employee directors disclosed; director equity is time/ service-conditioned RSUs that vest upon termination of Board service; no options or PSUs for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Padilla . |
| Prior public company boards | Not disclosed . |
| Private/non-profit/academic boards | Industry associations and exchanges (see External Roles) . |
| Potential interlocks with PPC stakeholders | None disclosed specific to Padilla; PPC overall has related-party dealings with JBS and affiliates subject to Audit Committee review (see Related Party Transactions) . |
Expertise & Qualifications
- 40+ years in global agribusiness with executive leadership across Argentina, Brazil, and global operations; deep commodity procurement, processing, and supply-chain expertise .
- Leadership roles covering EBIT/cash-flow sensitive businesses (oilseeds, bioenergy), relevant to PPC’s feed, cost, and margin management .
- Governance roles in key Argentine commodity exchanges and associations, adding market structure, trading, and risk-management context .
- Education: University of Buenos Aires .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership | 6,731 shares (includes RSUs that would vest upon departure) |
| % of shares outstanding | <1% |
| Unvested RSUs outstanding (12/29/24) | 6,731 |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | None disclosed; company policy prohibits pledging by directors |
| Hedging | Company policy prohibits hedging by directors |
Compensation Structure Analysis (Directors)
- Stable cash/equity mix: $140k cash retainer plus $60k RSUs; no options, no performance equity for directors, indicating low-risk structure for Board pay .
- Vesting design: RSUs vest on termination of Board service—aligns tenure with equity realization but offers limited direct performance linkage .
- Non-employee director cap: Proposed Restated 2019 LTIP introduces $500,000 annual cap (cash + equity) for non-employee directors, strengthening pay governance .
Say-on-Pay & Shareholder Feedback (Signal for Board Oversight)
- 2024 Say-on-Pay approval: ~98.1% support; Compensation Committee took this as affirmation of program design (no significant changes made in 2024) .
- 2024 director election results: Padilla’s high “For” vote (226,017,079) vs. 96,683 “Withheld” indicates strong investor support for his continued service .
Related Party Transactions (Conflict Review)
- Company-level: Significant ongoing related-party transactions with JBS and affiliates (cost allocations, SAP, tax sharing, routine sales/purchases); all reviewed and approved by the Audit Committee composed solely of independent directors; terms determined comparable to unaffiliated parties .
- Padilla-specific: No Padilla-specific related-party transactions disclosed .
- Independence reaffirmed: Board deemed Padilla independent under Nasdaq despite JBS-controlled context .
Risk Indicators & Red Flags
- Controlled company status and exemptions (e.g., no fully independent Compensation Committee charter), which some investors view as governance risk in a majority-controlled structure .
- Section 16 compliance: One late Form 4 for Padilla (administrative delay) noted among several directors—low-severity process issue but worth monitoring .
- Pledging/hedging: Prohibited by policy for directors, mitigating alignment risks .
Compensation Committee Analysis (Context)
- 2024 Compensation Committee members: Gilberto Tomazoni (Chair), Arquimedes Celis, Andre Nogueira; Padilla not a member .
- No compensation consultant was engaged in 2024; the Committee relied on internal assessments and market data .
Governance Assessment
- Positives: Deep agribusiness operating expertise; strong 2024 election support; Board-affirmed independence; anti-hedging/pledging safeguards; robust Audit Committee oversight of related-party dealings; director pay capped under proposed LTIP restatement .
- Watch items: No committee assignments limit direct oversight influence; low direct share ownership (holdings primarily unvested RSUs); controlled-company exemptions may constrain minority investor rights; one late Form 4 filing (administrative) .
- Investor confidence signals: Very high Say-on-Pay support (~98.1%); strong “For” votes in director elections—both supportive of Board/comp practices in current cycle .
Overall: Padilla brings credible global protein/commodities experience and is Board-designated independent; however, absence from key committees and low direct ownership (RSU-heavy) reduce direct governance leverage. The controlled company structure remains the primary governance overhang for PPC rather than director-specific conflicts tied to Padilla .