Dhamu Thamodaran
About Dhamu Thamodaran
Dhamu Thamodaran, PhD, age 69 as of January 23, 2025, has served as an independent director of StoneX Group Inc. since 2021. He retired in December 2020 as Executive Vice President, Chief Strategy Officer & Chief Commodity Hedging Officer at Smithfield Foods; he holds a PhD in Economics from Iowa State University and an MS in Agricultural Economics & Statistics from the Indian Agricultural Research Institute (IARI), New Delhi . He brings deep expertise in risk management, global commodities research, agricultural markets, and the pork value chain .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smithfield Foods, Inc. | EVP, Chief Strategy Officer & Chief Commodity Hedging Officer | 2016–Dec 2020 | Led strategy and hedging; risk management experience aligned with StoneX client base |
| Smithfield Foods family (John Morrell Food Group; Farmland Foods) | Industry roles prior to and within Smithfield | Not disclosed (pre-1995 entry into Smithfield) | Price risk management and commodities expertise |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in StoneX proxy biography |
| Prior public company boards | Not disclosed in StoneX proxy biography |
| Private/non-profit/academic | Not disclosed in StoneX proxy biography |
Board Governance
- Independence: The Board determined all directors except former CEO Sean O’Connor are independent under NASDAQ Rule 5605; all Board committees are chaired and comprised solely of independent directors .
- Attendance: Board held six meetings in FY2024; each director attended at least 75% of Board and committee meetings. All directors attended the February 27, 2024 annual meeting .
- Board leadership and executive sessions: Independent Chairman; non-management directors meet in executive session at each regularly scheduled Board meeting .
Committee assignments (FY2024)
| Committee | Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Member (appointed February 2024) | Steven Kass | 4 |
| Risk | Member | Diane Cooper (Chair in 2024; prior chair Scott Branch before Feb 2024) | 4 |
| Technology & Operations | Member | Annabelle Bexiga | 4 |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 70,000 | 170,482 | 240,482 |
| 2023 | 70,000 | 140,267 | 210,267 |
| 2024 | 75,764 | 162,460 | 238,224 |
- Director pay structure (FY2024): Cash retainer $110,000; committee chair fees $25,000; Chairman of the Board $60,000; annual restricted stock grant $120,000. Four non-employee directors (including Thamodaran) elected to exchange a portion of cash for restricted stock under the Restricted Stock Program (25% discount to market at grant) .
Performance Compensation
Directors at StoneX receive time-based equity; there are no disclosed performance metrics tied to director compensation.
| Component | 2022 Terms | 2023 Terms | 2024 Terms |
|---|---|---|---|
| Annual restricted stock grant | Issued at 25% discount; 3-year ratable vesting | Issued at 25% discount; 3-year ratable vesting | Annual grant $120k; vesting changed to 1-year beginning FY2024 |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Interlocks/conflict waivers | The proxy notes a Board-approved conflict waiver for director Annabelle Bexiga (Corpay, Inc.); no similar waiver is disclosed for Thamodaran . |
Expertise & Qualifications
- Risk management, strategy development, global commodities and agricultural markets expertise; direct experience in price risk management and hedging .
- Advanced academic credentials in economics and agricultural statistics (PhD, MS) .
Equity Ownership
| Measure | 2022 | 2023 | 2024 | Latest |
|---|---|---|---|---|
| Beneficial ownership (shares) | 12,424 (as of Dec 31, 2022) | — | — | 36,687 (after 10/31/2025 grant) |
| Restricted stock outstanding (shares) | 2,319 (as of Sep 30, 2022) | 4,459 (as of Sep 30, 2023) | 4,945 (as of Sep 30, 2024) | — |
- Ownership policy: Directors must own vested company stock equal to at least 3x annual director cash compensation within five years; all directors have met or exceeded this policy .
- Hedging/pledging: Officers and directors are prohibited from short sales and purchasing put options; the company has not adopted a broader prohibition on hedging or pledging beyond those restrictions .
Recent insider transactions (Form 4, 2024–2025)
| Date | Type | Shares Acquired | Post-transaction shares |
|---|---|---|---|
| 10/31/2025 | Director equity award (Restricted Stock Program) | 118 | 36,687 |
| 07/31/2025 | Director equity award (non-open market) | 113 | 36,569 |
| 04/29/2025 | Director equity award (non-open market) | 123 | 36,456 |
| 01/30/2025 | Director equity award (non-open market) | 100 | 23,205 |
| 10/30/2024 | Director equity award (non-open market) | 121 | 23,105 |
Governance Assessment
-
Positive indicators
- Independent director with relevant risk and commodity expertise; serves on Audit, Risk, and Technology & Operations committees, supporting effective oversight of financial reporting, enterprise risk, and cyber/operational risks .
- Strong attendance and engagement; Board-level independence and executive sessions; directors meet stock ownership guidelines, aligning interests with shareholders .
- Director equity grants (with discounted issuance) reinforce ownership; Omnibus Incentive Plan incorporates governance best practices (minimum vesting, no option repricing, no evergreen, clawback authority) .
-
Risk indicators and watch items
- Beginning FY2024, director restricted stock vesting shortened to one year, which may modestly reduce long-term lock-in versus prior three-year schedule .
- Company hedging policy bans short sales and puts but does not broadly prohibit hedging/pledging beyond those, which can be a governance red flag if used; no pledging disclosed for Thamodaran .
- No specific related-party transactions or conflicts disclosed for Thamodaran; continued monitoring recommended (the proxy’s conflict waiver example applies to another director) .
Overall, Thamodaran’s commodity risk and strategy background is well-matched to StoneX’s risk-centric business model. His multi-committee presence enhances board effectiveness in audit, risk, and technology oversight, with satisfactory ownership alignment and attendance .