Adam DeWitt
TreeHouse FoodsAbout Adam J. DeWitt
Adam J. DeWitt, age 52, is an independent director of TreeHouse Foods and currently serves as Audit Committee Chair and a member of the Compensation Committee; he joined the Board in December 2023 and holds an A.B. in Economics from Dartmouth College . He is CEO of Curbside SOS Inc., and formerly served as CFO (2011–2018), President (2018–2021) and CEO (2021–2023) of Grubhub, leading its 2014 IPO and multiple M&A transactions; he is also Audit Committee Chair at RB Global Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grubhub, Inc. | Chief Financial Officer; President; Chief Executive Officer | CFO (2011–2018); President (2018–2021); CEO (Jun 2021–May 2023) | Led revenues from ~$20M to >$2B; led IPO in 2014; multiple M&A |
| optionsXpress Holdings, Inc. | Chief Financial Officer | Not disclosed | Corporate finance and capital markets expertise |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| RB Global Inc. (NYSE: RBA) | Director | Audit Committee Chair | Current public company board service |
| ShipBob, Inc. (private) | Director | — | Fulfillment provider board seat |
| The Joffrey Ballet | Director | — | Non-profit governance |
| Bernard Zell Anshe Emet Day School | Director | — | Non-profit governance |
| Curbside SOS Inc. | Chief Executive Officer | — | Operating executive role |
Board Governance
- Independence: Board determined Mr. DeWitt is “independent” under NYSE standards; all three standing committees are composed solely of independent directors .
- Committee assignments: Audit Committee Chair (effective Dec 1, 2024) and Compensation Committee member; Audit Committee met 8 times and Compensation Committee met 5 times in 2024 .
- Attendance and engagement: The Board met seven times in 2024 and each current director attended at least 75% of the aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting . Independent directors meet in executive session at least quarterly .
- Audit expertise: Mr. DeWitt is identified as an audit committee financial expert by the Board .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $142,292 | Pro-rated annual retainer and committee fees reflecting Audit Chair role beginning Dec 1, 2024 |
| Annual Board Cash Retainer (policy) | $90,000 | Non-employee director retainer for 2024–2025 Board year |
| Committee Membership Fees (policy) | Audit $7,500; Compensation $5,000; Nominating & Governance $5,000 | Annual cash retainers for committee members |
| Committee Chair Fees (policy) | Audit $25,000; Compensation $20,000; Nominating & Governance $15,000 | Additional annual cash retainers for chairs |
| Meeting Fees | $0 | No per-meeting fees paid |
Detail of Mr. DeWitt’s cash components (2024):
- Annual retainer: $122,500; Audit Committee: $14,792; Compensation Committee: $5,000; Total $142,292 .
Performance Compensation
| Equity Award | Units / Value | Grant / Vesting | Notes |
|---|---|---|---|
| Annual RSU Grant (policy) | 4,798 RSUs; grant-date fair value $172,248 per director | Vest/settle on earlier of 12 months from grant or 2025 Annual Meeting | Alignment via standard annual director RSU grant |
| Pro-rated RSU (appointment) | 1,402 RSUs; grant-date per-unit value $40.95 | Granted Jan 4, 2024; vested at 2024 Annual Meeting | Pro-rated for partial prior Board service year |
| Outstanding (12/31/2024) | Unvested RSUs: 6,200; Vested & Deferred RSUs: — | Director deferral program applies to vested RSUs if elected | DeWitt’s deferrals not reported |
Ownership alignment safeguards:
- Director stock ownership guidelines require 5x annual cash retainer within five years; Board states all current, continuing outside directors are in compliance .
- Insider Trading Policy prohibits hedging, short sales, derivative transactions, and pledging/margin accounts; blackout windows enforced .
Other Directorships & Interlocks
| Company | Relationship to THS | Potential Conflict Consideration |
|---|---|---|
| RB Global Inc. | Unrelated industry (commercial assets marketplace) | No THS-related transactions disclosed; THS reports no related person transactions since Jan 1, 2024 |
| ShipBob, Inc. | Logistics/fulfillment (private) | No THS-related transactions disclosed; related-party review procedures in place |
Board service limits: Directors generally limited to four public boards (or two if serving as an executive officer of a public company); advance approval of other boards required—DeWitt’s current public board service (THS, RB Global) aligns with policy .
Expertise & Qualifications
- Capital markets and M&A leadership: Led Grubhub through IPO and multiple acquisitions; extensive corporate finance background (CFO roles) .
- Audit and financial oversight: Serves as Audit Committee Chair at THS and RB Global; Board designates him as an audit committee financial expert .
- Operating leadership: CEO experience at technology-enabled platforms (Grubhub; Curbside SOS), with scale-up track record .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Excl. Options) | Options Exercisable (≤60 days) | Deferred RSUs | Total |
|---|---|---|---|---|
| Adam J. DeWitt | 6,200 | — | — | 6,200 |
Notes:
- Within 60-day acquisition rights column (director-wide), the table indicates rights to acquire RSUs upon vesting; for DeWitt, 4,798 shares are referenced for 60-day rights in the footnote context for directors generally, but his beneficial ownership line shows 6,200 total at Feb 25, 2025 .
- No pledging or hedging permitted under Insider Trading Policy .
Insider filings:
- One untimely Form 3 for Mr. DeWitt (filed Jan 3, 2024) due to delay in obtaining EDGAR codes; otherwise Section 16(a) compliance reported .
Governance Assessment
- Strengths:
- Independent director with deep finance, audit, and operating credentials; designated audit committee financial expert; chairs THS Audit Committee since Dec 1, 2024 .
- Solid committee engagement (Audit met 8 times; Compensation met 5 times in 2024) and Board attendance threshold met; annual meeting attendance confirmed .
- Strong alignment: standardized annual RSU grants; director ownership guidelines (5x retainer) and no hedging/pledging; robust related-party review; no reportable related person transactions .
- Broader governance signals: Company’s 2024 say-on-pay approval ~96%, reflecting shareholder support for compensation governance .
- Watch items / potential red flags:
- Minor compliance lapse (late Form 3 in early 2024); administrative in nature and promptly remedied .
- Multiple roles (CEO of Curbside SOS; RB Global board) create time-commitment considerations; within THS’s board service policy and subject to approval and conflict-of-interest procedures .
Overall, Mr. DeWitt’s audit leadership, independence, and capital markets expertise support Board effectiveness; current compensation and ownership practices indicate alignment with shareholder interests, with no disclosed related-party conflicts or hedging/pledging concerns .