Cheryl Bustos
About Cheryl L. Bustos
Cheryl L. Bustos, 63, has served on the REX Board since February 2023. She is a partner (since December 2023) and head of Illinois operations and Co‑Chair (since January 2023) at Mercury Public Affairs; previously, she served in the U.S. House of Representatives (IL‑17) from 2013–2023, including service on the House Agriculture Committee (subcommittee chair) and the House Appropriations Committee. She holds a B.A. in Government and Politics (University of Maryland) and an M.A. in Public Affairs Reporting (University of Illinois at Springfield). Her board qualification emphasizes legislative and agricultural policy expertise and deep familiarity with the agricultural community.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (IL‑17) | Member of Congress | Jan 2013 – Jan 2023 | Served 10 years on House Agriculture Committee; chaired General Farm Commodities & Risk Management Subcommittee for part of tenure; served on House Appropriations Committee |
| UnityPoint Health | Vice President, Corporate Communications | 2008 – 2011 | Senior corporate communications leadership in nonprofit integrated healthcare system |
| Trinity Regional Health System | Senior Director, Corporate Communications | 2001 – 2007 | Corporate communications leadership |
| Quad‑City Times | Journalist | 1985 – 2001 | Reporting and newsroom experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercury Public Affairs | Partner; Head of Illinois Operations; Co‑Chair | Partner since Dec 2023; Head/Co‑Chair since Jan 2023 | Public affairs consultancy; REX engaged Mercury under a consulting agreement—see Related‑Party/Independence section |
| Ullico Inc. | Director | Not disclosed | Privately held insurance and financial services holding company |
| Ullico Investment Advisors Inc. | Director | Not disclosed | Registered investment adviser; subsidiary of Ullico Inc. |
Board Governance
- Independence and related‑party transaction: In Aug 2024, REX entered a consulting agreement with Highstake 35 LLC d/b/a Mercury Public Affairs at $15,000 per month (paid $75,000 in fiscal 2024; extended through Jun 30, 2025). As Ms. Bustos is a partner and officer of Mercury, the Board determined she would no longer be independent and, at that time, she resigned from the Audit and Nominating/Corporate Governance Committees. The agreement was approved in advance by disinterested directors. RED FLAG: active related‑party consulting arrangement with director’s firm; loss of independence and committee resignations.
- Current committee assignments: Not listed as a member of Audit, Compensation, Nominating/Corporate Governance, or Executive Committees in the 2025 proxy (reflecting her resignation from Audit and Nominating/Corporate Governance upon the Mercury engagement).
- Lead Independent Director and executive sessions: David S. Harris serves as Lead Director (since 2015). Non‑management directors meet in executive sessions following Audit Committee and Board meetings; the Lead Director presides.
- Attendance: The Board held six meetings in fiscal 2024; all directors attended 100% of Board and applicable committee meetings except one director who attended more than 80%. All serving directors attended the prior Annual Meeting. (Director‑specific attendance by name not disclosed.)
Fixed Compensation
| Component | Amount/Policy | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $70,000 | Paid during fiscal year | Non‑employee directors |
| Committee membership retainer | $5,000 per year (if serving on ≥1 committee) | Paid during fiscal year | Ms. Bustos resigned from committees when Mercury engagement began (Aug 2024) |
| Committee chair retainers | Audit Chair +$20,000; Comp Chair +$10,000; Nominating/Gov Chair +$10,000 | Paid during fiscal year | Not applicable to Ms. Bustos |
| FY2024 actual fees (Bustos) | $73,750 | FY2024 | Total cash fees per Director Compensation table |
Performance Compensation
| Component | Grant Value | Grant Date/Terms | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual restricted stock (standard director grant) | $50,000 | Annual grant under 2015 Incentive Plan | Vests in one‑third installments on the first three anniversaries of grant | None disclosed (time‑based vesting only) |
| FY2024 stock awards (Bustos) | $50,000 | FY2024 director compensation table | 1/3 annual tranches as above | None disclosed |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Ullico Inc. | Private | Director | None disclosed with REX (private company) |
| Ullico Investment Advisors Inc. | Private | Director | None disclosed with REX (subsidiary of Ullico Inc.) |
| Mercury Public Affairs | Private | Partner; Head of IL Ops; Co‑Chair | Related‑party consulting agreement with REX at $15,000/month; independence lost; committee resignations (RED FLAG) |
Expertise & Qualifications
- Legislative and agriculture policy expertise from a decade on the House Agriculture Committee (including as subcommittee chair) and service on House Appropriations; brings stakeholder and regulatory insight relevant to REX’s agricultural and ethanol operations.
- Corporate communications leadership across healthcare systems; journalism background; policy network and advocacy capabilities.
- Education: B.A., Government & Politics; M.A., Public Affairs Reporting.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cheryl L. Bustos | 2,536 | <1% | Includes 2,056 unvested restricted shares |
| Unvested restricted stock outstanding (Bustos) | 2,056 | n/a | As of Jan 31, 2025 |
| Hedging/pledging | Prohibited | n/a | Directors/officers prohibited from pledging and hedging REX securities under Insider Trading Policy |
Governance Assessment
- Strengths:
- Policy and agriculture domain expertise aligned with REX’s sector; demonstrated federal appropriations and agricultural risk management experience.
- Broad board attendance culture; independent Lead Director presides over executive sessions, supporting independent oversight.
- Director equity grants vest over three years, supporting longer‑term alignment; hedging/pledging is prohibited.
- Concerns / RED FLAGS:
- Active related‑party transaction: REX’s consulting agreement with Mercury Public Affairs, where Ms. Bustos is a partner and officer, resulted in loss of independence and resignation from Audit and Nominating/Corporate Governance Committees. This impairs committee oversight roles and may raise investor concern about conflicts and board effectiveness while the engagement remains active (through June 30, 2025).
- Implications:
- Until the Mercury engagement lapses and independence is reassessed, Ms. Bustos cannot serve on key independent committees, potentially diluting her direct influence on audit and governance matters. Investors should monitor whether the relationship ends, whether she is reclassified as independent, and any reappointment to committees thereafter.