James Zallie
About James P. Zallie
James P. Zallie (age 63) is an independent director of Sylvamo (SLVM) serving since October 2021. He is President and CEO of Ingredion Incorporated (since 2018), with prior leadership roles across Ingredion/National Starch; he holds a B.S. in food science (Penn State), an M.S. in food science and an MBA (Rutgers) . The Board classifies all directors as independent except the CEO; Zallie serves on the Audit Committee and is not designated the audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingredion Incorporated | President & CEO | 2018–present | CEO/operator; board member since 2017 |
| Ingredion (Global Specialties; regional presidencies) | EVP, Global Specialties; President (Americas/NA/EMEA/APAC) | 2010–2018 (various) | Global operating leadership |
| National Starch LLC | President & CEO | 2006–2010 | Led business through acquisition by Ingredion (Oct 2010) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ingredion Incorporated (public) | Director | 2017–present | Current public-company directorship |
| Innophos Holdings, Inc. (public) | Director | 2014–2018 | Prior public board |
| The Executives’ Club of Chicago (private) | Director | n/a | Non-profit/private org board |
| Northwestern Health Network (private) | Director | n/a | Private org board |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair .
- Independence: Board deems all directors independent except SLVM’s CEO; Audit Committee members (incl. Zallie) meet NYSE and Rule 10A‑3 independence; committee financial experts designated are Desmond, Askren, Breves (not Zallie) .
- Attendance and engagement: In 2024, the Board met 5x and Audit 6x; each incumbent director attended at least 75% of combined Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead independent oversight: SLVM maintains a Lead Independent Director, executive sessions were held four times in 2024 (without management) .
- Overboarding/time commitment: 2025 policy limits directors who are executive officers of a public company to one public company board in addition to SLVM; Zallie’s external public board is Ingredion, which appears within the stated limit .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Board cash retainer | $100,000 |
| Equity retainer (RSUs or DSUs election) | $125,028 (granted at $70.28 reference price as of May 15, 2024) |
| Committee chair/Lead Independent fees | $0 (not a chair/lead) |
| Total | $225,028 |
- Structure details: Directors may elect DSUs (5- or 10-year deferral) for cash and/or equity portions; RSUs vest at the next annual meeting (May 15, 2025) .
Performance Compensation
- Non-employee director pay has no performance metrics (equity retainer is time-based RSUs or DSUs); no options are granted to directors under the program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Ingredion Incorporated (NYSE: INGR) | Director; also CEO of INGR | Not disclosed in SLVM proxy | Current external public directorship |
| Innophos Holdings, Inc. | Former Director (2014–2018) | Not disclosed in SLVM proxy | Prior public board |
- SLVM reports no compensation committee interlocks during 2024 and no related person transactions since Jan 1, 2024 meeting SEC thresholds .
Expertise & Qualifications
- CEO/operator background, manufacturing and general management experience across global regions; sector experience in ingredients/chemicals; brings leadership and operating insight to SLVM .
- Education: B.S. Food Science (Penn State), M.S. Food Science and MBA (Rutgers) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 10,337 shares; <1% of outstanding |
| RSUs/DSUs outstanding (Dec 31, 2024) | 1,799 units (aggregate RSUs and DSUs) |
| RSUs vesting within 60 days (of Mar 18, 2025) | 1,809 RSUs included per footnote (director RSUs vest by annual meeting) |
| Ownership guidelines | 5x annual cash retainer ($500,000) with 5-year compliance window; all directors in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors; short sales and options trading also prohibited |
Insider Trades
| Source/Period | Disclosed Transactions |
|---|---|
| SLVM 2025 Proxy; Section 16(a) review (2024 reporting year) | No delinquent filings reported; no related person transactions involving directors since Jan 1, 2024; no specific SLVM share transactions by Zallie are listed in the proxy . |
Governance Assessment
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Positive indicators:
- Independence and Audit Committee service; Audit Committee independence confirmed; financial literacy standard met at the committee level .
- Attendance: met ≥75% threshold; participation in executive sessions; all directors attended 2024 annual meeting .
- Alignment: Director pay mix emphasizes equity (56%); DSU/RSU structure plus 5x retainer ownership guideline; hedging/pledging prohibited .
- Conflicts: Company discloses no related person transactions involving directors in 2024–2025; none identified with Ingredion .
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Monitoring items:
- Overboarding/time commitment: As a sitting public-company CEO, Zallie’s board service is subject to SLVM’s stricter 2025 limit (1 other public board besides SLVM). His current profile appears within policy; continued monitoring is prudent as roles evolve .
-
RED FLAGS: None explicitly disclosed in SLVM filings regarding attendance shortfalls, related-party dealings, pledging/hedging, or option repricings for directors .