Jason Tyler
TreeHouse FoodsAbout Jason J. Tyler
Jason J. Tyler (age 53) is an independent director of TreeHouse Foods (THS) since April 2019. He serves as President of the Wealth Management business at Northern Trust Corporation and previously was Northern Trust’s CFO for five years; he holds an MBA from University of Chicago Booth and an AB from Princeton University . He is classified as independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Corporation | President, Wealth Management (current); formerly CFO (five years), Global Head of Corporate Strategy; Global Head, Institutional Group (Asset Management) | CFO for five years; other roles prior to 2019 | Capital markets, financial management, strategy execution |
| Ariel Investments | Director of Research Operations; Investment Committee member | Prior to 2011 | Research operations and investment oversight |
| American National Bank/Bank One | Corporate Finance and Banking leadership roles | Prior roles pre-Northern Trust | Financial services leadership |
External Roles
| Organization | Role | Type |
|---|---|---|
| University of Chicago | Trustee | Academic/non-profit |
| University of Chicago Laboratory Schools | Board Chair | Academic/non-profit |
| Becker Friedman Institute | Advisory Council member | Academic/non-profit |
| Advance Illinois | Director | Non-profit |
| Northwestern Memorial Healthcare Foundation | Director | Healthcare non-profit |
| The Joffrey Ballet | Director; formerly Chairman | Arts non-profit |
| Other current public company boards | None | — |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- 2024 meeting cadence: Board met 7 times; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 4 times .
- Attendance and engagement: All current directors attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting; independent directors meet in executive session at least quarterly .
- Independence: The Board determined Mr. Tyler is independent; all committees are fully independent .
Fixed Compensation
| Component (2024–2025 Board Year) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Directors may defer up to 100% under the Deferred Compensation Plan |
| Nominating & Corporate Governance Committee – Chair retainer | $15,000 | Chair premium |
| Compensation Committee – member retainer | $5,000 | Committee member fee |
| Lead Independent Director retainer | — | Not applicable to Tyler |
| Meeting fees | $0 | No individual meeting fees |
| Total cash earned (2024 disclosure) | $110,000 | Reported in Director Compensation table |
Performance Compensation
| Equity Award | Grant Size | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Annual director grant for 2024–2025 service) | 4,798 units | $172,248 | Vests/settles on earlier of 12 months from grant or 2025 Annual Meeting | None (time-based RSUs) |
Outstanding Awards (as of Dec 31, 2024):
- Unvested RSUs: 4,798; Vested & Deferred RSUs: 10,144 .
Other Directorships & Interlocks
| Entity | Relationship | Note |
|---|---|---|
| Public company boards | None | No current public company directorships, reducing external interlock risk |
| The Joffrey Ballet | Interlock (non-profit) | Tyler is a director (formerly chair), and Adam J. DeWitt also serves on Joffrey’s board, creating a non-profit interlock among THS directors |
Expertise & Qualifications
- Capital markets and institutional investor expertise from senior roles at Northern Trust (CFO; President, Wealth) .
- Financial management, corporate strategy, and planning credentials; MBA (UChicago Booth) and AB (Princeton) .
- Governance and community leadership through multiple academic and non-profit boards .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Common Stock Beneficially Owned (excl. options) (#) | 2,680 | 8,192 | 8,192 |
| Stock Options (exercisable or within 60 days) (#) | 0 | 0 | 0 |
| Deferred RSUs (#) | 6,883 | 10,144 | 14,942 |
| Total Beneficial Ownership (#) | 9,563 | 18,336 | 23,134 |
Additional alignment factors:
- Director stock ownership guideline: 5x annual cash retainer within five years; all current outside directors are in compliance .
- Anti-hedging and anti-pledging policy applies to directors (no hedging or pledging of Company shares) .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance (core oversight of governance and ESG), with structured annual evaluations and quarterly executive sessions; robust ownership alignment via RSUs and compliance with 5x retainer guideline; no related-party transactions reported since Jan 1, 2024 .
- Compensation governance: Participates on an all-independent Compensation Committee advised by independent consultant Pay Governance LLC; Company emphasizes pay-for-performance with strong shareholder support (~96% Say‑on‑Pay approval in 2024) .
- Attendance/engagement: Board and committee attendance thresholds met; directors attended the Annual Meeting; active shareholder engagement program led by Board and executives .
- Potential conflicts/monitoring: Senior executive role at Northern Trust (financial services) could present potential vendor/banking interactions; Company reports no related-person transactions >$120,000 and enforces a strict conflicts review process, mitigating exposure . Non-profit interlock (Joffrey Ballet) with another THS director is noted but non-commercial .
- Risk indicators: No pledging/hedging permitted; no director-specific legal or SEC issues disclosed; Company noted one late Section 16 report for a different director (DeWitt), not Tyler .
RED FLAGS: None disclosed for Tyler. Continue to monitor for any Northern Trust service relationships with THS (not reported) and any changes in independence or related-party transactions .