Michael J. Zimmerman
STIFEL FINANCIALAbout Michael J. Zimmerman
Independent director since 2013 (age 74) with deep finance and investment banking credentials; currently Vice Chairman of Continental Grain Company (and former EVP & CFO) and prior Managing Director at Salomon Brothers. He becomes Audit Committee Chair as of the 2025 Annual Meeting and is designated an “audit committee financial expert,” underscoring board oversight capability and independence under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Vice Chairman | 2012–present | Senior strategic finance leadership; director since 2020 |
| Continental Grain Company | Executive Vice President & Chief Financial Officer | 1999–2012 | Corporate finance and controls |
| Continental Grain Company | Senior Vice President, Investments & Strategy | 1996–1999 | Investment and strategy oversight |
| Salomon Brothers, Inc. | Managing Director | 1976–1996 | Investment banking leadership |
| Two public companies (not named) | Non‑executive chairman | Prior experience | Board leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Trading Innovations LLC | Director; Audit Committee Chair | Current | Audit leadership |
| Castleton Commodities International, LLC | Director; Audit Committee Chair | Current | Audit leadership |
| Mount Sinai Health System | Trustee | Current | Non‑profit governance |
| U.S. Holocaust Memorial Museum | Chairman, Investment Committee | Current | Investment oversight |
Board Governance
- Committee assignments: Audit Committee Deputy Chair transitioning to Chair as of Annual Meeting; Audit Committee members are independent and each designated an “audit committee financial expert.” Audit Committee met 10 times in 2024.
- Independence: The Board determined Zimmerman is independent under NYSE and SEC rules.
- Board activity and engagement: Board met 9 times in 2024; attendance by incumbent continuing directors at Board and all committee meetings exceeded 80%; executive sessions of independent directors occurred quarterly; David A. Peacock serves as Lead Independent Director.
- Risk oversight: Audit Committee focuses on financial/accounting risk; broader risk oversight conducted via Risk Management Committee and ERM program with regular board reporting.
Fixed Compensation
Non‑Employee Director Compensation (2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director cash retainer |
| Committee chair fee | $30,000 | Chair retainers are $30,000; Zimmerman's total cash reflects $130,000 |
| Total cash fees | $130,000 | Reported for Zimmerman in 2024 |
| Stock unit awards (RSUs) | $150,000 | Granted June 5, 2024; vest quarterly over one year |
| Total director compensation | $280,000 | 2024 total |
- Directors are reimbursed for travel and similar expenses to attend Board meetings.
Performance Compensation
| Award Type | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (director stock units) | None (time‑based only) | Quarterly over one year | Annual RSU grants; no PSUs/options for directors disclosed |
Other Directorships & Interlocks
| Link | Nature | Potential Implication |
|---|---|---|
| Continental Grain Company | Zimmerman is Vice Chairman; SF director Lisa L. Carnoy is Chief Financial & Administrative Officer (2025–present) | Board interlock may influence information flow; no related transactions disclosed at SF |
- Compensation Committee: No interlocks or insider participation in 2024.
Expertise & Qualifications
- Senior financial leadership (EVP & CFO at Continental Grain) and investment banking MD at Salomon Brothers; designated audit committee financial expert.
- Extensive audit/financial oversight through chair roles at Energy Trading Innovations LLC and Castleton Commodities International, LLC.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 55,833 |
| Ownership as % of outstanding | Below 1% (“*”) |
| Stock units outstanding (not yet converted) | 1,914 (as of Dec 31, 2024) |
- Director share ownership guideline: non‑employee directors generally expected to reach holdings of at least $400,000 by market value.
- Hedging/pledging policy: Prohibits hedging, short sales, and pledging; directors and executive officers hold no shares in margin accounts and have pledged no shares.
Governance Assessment
- Strengths: Independent director with upcoming Audit Committee chair role; audit financial expert designation; strong finance background (former CFO); robust committee activity (Audit met 10 times in 2024); board conducts quarterly independent executive sessions—supports oversight quality.
- Alignment: Director pay mix includes equity RSUs vesting over one year, plus cash; Zimmerman received $130k cash and $150k RSUs in 2024; stock ownership expectations promote alignment.
- Attendance: Overall Board/committee attendance by incumbent continuing directors exceeded 80% in 2024, indicating engagement; individual attendance not disclosed.
- Potential conflicts/red flags: Continental Grain interlock with SF director Lisa L. Carnoy may warrant monitoring; SF policies require related party transactions to be approved and loans to directors are permitted only on ordinary‑course terms and were performing—no adverse items disclosed. Anti‑hedging/anti‑pledging policies reduce alignment risk.
- Shareholder signals: Say‑on‑pay support above 97% in prior year indicates broad investor approval of compensation governance, though this pertains to executives rather than directors.