Jean Spence
TreeHouse FoodsAbout Jean E. Spence
Jean E. Spence, age 67, is an independent director of TreeHouse Foods (THS) and has served on the Board since September 2018. She is the former EVP of Research, Development & Quality at Mondelēz International (2012–2015) and, prior to that, held the same role at Kraft Foods (2004–2012). She holds a B.S. in Chemical Engineering from Clarkson University and an M.S. in Chemical Engineering from Manhattan College . She is currently slated as a continuing director with a term expiring at the 2026 Annual Meeting and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International, Inc. | EVP, Research, Development & Quality | 2012–2015 | Led global new product innovation, food safety and quality, compliance programs, regulatory relations, microbiology, and auditing . |
| Kraft Foods, Inc. | EVP, Research, Development & Quality | 2004–2012 | Oversaw R&D with global remit; industry representation on DHS Advisory Council; roles with ILSI and youth organizations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nulixir Inc. | Board Member | Current | Private company board service . |
| Praesidium Private Investments (Agri-Food Tech Fund) | Investment Committee Member | Current | Agri-food tech investment oversight . |
| Bain & Company | External Advisor | Current | Advisory role . |
| Clarkson University | Trustee; Immediate Past Chair | Current | Governance leadership in academia . |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity (2024): Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 4 times .
- Independence: Board determined Ms. Spence to be independent; all committee members are independent .
- Attendance: The Board met 7 times in 2024; each current director attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Board structure context: Declassification in progress; fully annual elections beginning with the 2026 Annual Meeting .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG programs and disclosures .
Fixed Compensation
| Component | 2024-2025 Policy | Spence Amount (2024) |
|---|---|---|
| Annual cash retainer | $90,000 per year | $90,000 |
| Committee membership retainers | NCGC: $5,000; Audit: $7,500; Compensation: $5,000 | NCGC $5,000; Compensation Chair fee below |
| Committee chair retainers | Compensation Chair: $20,000; Audit Chair: $25,000; NCGC Chair: $15,000 | Compensation Chair $20,000 |
| Lead Independent Director retainer | $35,000 (if applicable) | N/A |
| Meeting fees | None (no per-meeting fees) | — |
| Total cash paid in 2024 | Sum of above | $115,000 |
Notes:
- Ms. Spence’s 2024 cash compensation totaled $115,000 (Annual retainer $90,000 + NCGC $5,000 + Compensation Chair $20,000) .
Performance Compensation
| Equity Element | 2024-2025 Award Design | Spence Detail |
|---|---|---|
| Annual RSU grant | 4,798 RSUs to each non-employee director; grant-date fair value $172,248; vests on earlier of 12-month anniversary or 2025 Annual Meeting | 4,798 RSUs; $172,248 fair value; same vesting terms |
| Option awards | Board may grant options and/or RSUs; 2024-2025 service year used RSUs | No options disclosed for 2024 director grants |
| Outstanding awards (12/31/2024) | — | Unvested RSUs: 4,798; Vested & Deferred RSUs: 18,336 |
Performance metrics: Director equity grants are time-based RSUs; no performance-vesting metrics apply to director awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| External/Private boards and roles | Nulixir Inc. (Board); Praesidium Agri-Food Tech Fund IC; Bain & Co. External Advisor; Clarkson University Trustee |
| Service limits | Directors generally may serve on no more than four public company boards (including THS); if an executive officer, no more than two (including THS) |
| Related party/Interlocks | No reportable related person transactions since Jan 1, 2024 |
Expertise & Qualifications
- Innovation, food safety, and product quality leadership from senior R&D roles at Mondelez and Kraft; insight into regulatory and consumer trends; broad management and operational experience in global enterprises .
- Chemical engineering background (Clarkson University, Manhattan College) .
- As Compensation Committee Chair, governance and pay oversight experience; Committee engaged independent advisor (Pay Governance) and confirmed advisor independence .
Equity Ownership
| Ownership as of Feb 25, 2025 | Amount |
|---|---|
| Common stock beneficially owned (excluding options) | 2,022 shares |
| Stock options (currently exercisable/within 60 days) | None |
| Deferred RSUs (vested & deferred) | 23,134 |
| Total beneficial ownership | 25,156 |
| Shares outstanding (for context) | 50,203,511 |
Additional alignment:
- Director stock ownership guidelines require 5x the annual cash retainer within five years; all current continuing outside directors are in compliance .
- Anti-hedging and anti-pledging: Company policy prohibits hedging or pledging of Company shares by directors .
Governance Assessment
- Committee leadership and engagement: As Chair of the Compensation Committee with 5 meetings in 2024, Spence oversaw significant pay-for-performance actions, including zero payout under the 2024 STIP due to below-threshold EBITDA and the use of negative discretion, and certification of below-target LTI outcomes (2022 PSUs paid 57.8%)—demonstrating rigor and alignment with performance .
- Program design enhancements: Under the Committee’s oversight, 2024 STIP reduced Adjusted EBITDA weighting to incorporate more GAAP emphasis, and 2024 PSUs added ROIC and Total Organic Revenue Growth with cumulative three-year targets, plus r-TSR—strengthening long-term alignment .
- Shareholder support signal: Say-on-Pay support improved markedly to approximately 96% in 2024, indicative of strengthened investor confidence in compensation governance; as Chair, Spence’s committee highlighted responsiveness to investor feedback .
- Independence and conflicts: Independent status with no reportable related-party transactions; anti-hedging/pledging policy in effect—no pledging disclosed. No current public company boards reduce interlock/conflict risk .
- Attendance and accountability: All directors met at least the 75% attendance requirement and attended the 2024 Annual Meeting; Board met 7 times, with regular executive sessions—supporting oversight quality .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance. No tax gross-ups; no options repricing; independent comp consultant confirmed independent .
Director Compensation (2024)
| Component | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Jean E. Spence | 115,000 | 172,248 | 287,248 |
Breakdown of cash retainers:
- Annual retainer $90,000; NCGC $5,000; Compensation Committee Chair $20,000; no meeting fees .
Equity: - 4,798 RSUs; vest earlier of 12 months or 2025 Annual Meeting; grant-date fair value $172,248 .
Ownership Alignment Details
| Metric | Value |
|---|---|
| Unvested RSUs (12/31/2024) | 4,798 |
| Vested & Deferred RSUs (12/31/2024) | 18,336 |
| Deferred RSUs (2/25/2025 beneficial ownership table) | 23,134 |
| Compliance with ownership guidelines | Yes (all outside directors in compliance) |
Board Effectiveness & Risk Mitigation Context
- Board declassification completes in 2026; majority independent; independent committee chairs; regular executive sessions; robust independence standards .
- Related-party review procedures in place; no transactions reportable since Jan 1, 2024 .
- Governance practices include clawbacks, no hedging/pledging, and no stock option repricing without shareholder approval .
Overall, Spence’s profile—deep product quality and innovation expertise, independent status, and strong compensation governance—supports investor confidence in board oversight and pay discipline at THS, with positive signals from 2024’s 96% Say-on-Pay approval and zero STIP payout for below-threshold performance .