Jill Rahman
TreeHouse FoodsAbout Jill A. Rahman
Independent director of TreeHouse Foods since November 2020; age 64. Currently Chief Operating Officer of the Greater Chicago Food Depository (since June 2020), with 30+ years of CPG leadership at Conagra Brands (President, International), Kraft Heinz and Newell Brands; BBA from Howard University and MBA from Indiana University. The board affirms her independence; she serves on the Audit and Nominating & Corporate Governance Committees and is designated an Audit Committee financial expert. Other current public board: Berry Global, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conagra Brands | President, International | 2016–June 2020 | Led global P&L; organizational change leadership |
| Agro Tech Foods (Conagra affiliate, India) | Chairman, Board | 2016–2020 | Public company board leadership in India |
| Kraft Heinz; Newell Brands | Senior operating roles (CPG) | Prior to 2016 | 30+ years of CPG experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Chicago Food Depository | Chief Operating Officer | June 2020–present | Leads operations, finance, IT, HR, marketing and strategic initiatives |
| Berry Global, Inc. (NYSE: BERY) | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance (NCGC). In 2024, Audit met 8x and NCGC met 4x; Rahman is an Audit Committee financial expert (NYSE/PCAOB qualifications).
- Prior committee service: Compensation Committee member in 2023; NCGC member; Audit Committee membership added by 2024.
- Independence and attendance: Board confirms independence; each director attended at least 75% of Board and applicable committee meetings in 2024; Board met 7x; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet at least quarterly; Lead Independent Director presides.
- Board structure and refresh: Declassification phased to complete by 2026; majority independent (7 of 8).
- Related-party transactions: None reportable since Jan 1, 2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $90,000 | $90,000 |
| Audit Committee fee ($) | — | $7,500 |
| Compensation Committee fee ($) | $5,000 | — |
| Nominating & Corporate Governance fee ($) | $5,000 | $5,000 |
| Lead Independent Director fee ($) | — | — |
| Total cash fees ($) | $100,000 | $102,500 |
| Meeting fees | None (no meeting fees paid) | None (no meeting fees paid) |
Policy context: Non-employee directors receive $90,000 cash retainer; Audit $7,500, Compensation $5,000, NCGC $5,000; Chairs receive additional $25,000 (Audit), $20,000 (Comp), $15,000 (NCGC). No per-meeting fees; cash retainer can be deferred.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director equity grant (RSUs, #) | Not disclosed by count (policy year RSU grants typical) | 4,798 RSUs |
| Grant date fair value ($) | $172,213 | $172,248 |
| Vesting | Time-based; settle at earlier of 12 months or next Annual Meeting (policy statement) | Time-based; settle at earlier of 12 months or 2025 Annual Meeting |
| Options to directors | No options disclosed for director grants in 2024 | No options disclosed for director grants in 2024 |
Notes:
- Director equity is time-vested RSUs; no performance metrics tied to director equity; settlement deferred for certain directors until end of board service (policy).
- Anti-hedging/pledging: Company prohibits directors from hedging or pledging company stock.
- Clawback: Applies to executive incentive comp; not specific to director fees.
Other Directorships & Interlocks
| Company | Role | Sector | Potential interlock/conflict disclosed |
|---|---|---|---|
| Berry Global, Inc. | Director | Packaging | None disclosed by THS; no related-person transactions reported since Jan 1, 2024 |
| Agro Tech Foods (India) | Chairman (2016–2020) | Food | Prior role; no current THS RPT disclosure |
Expertise & Qualifications
- Proven operator in food manufacturing and retail with 30 years of P&L leadership; growth strategy and organizational change experience.
- Audit Committee financial expert designation by the Board (NYSE/SEC criteria).
- Social responsibility focus evidenced by COO role at Greater Chicago Food Depository.
Equity Ownership
| Metric | Mar 1, 2024 | Feb 25, 2025 |
|---|---|---|
| Common stock beneficially owned (excl. options) (#) | 14,569 | 19,367 |
| RSUs vesting within 60 days (included in beneficial calc) (#) | 3,261 | 4,798 |
| Deferred (vested & deferred) RSUs (#) | — (not shown for Rahman) | — (not shown for Rahman) |
| % of shares outstanding | ~0.027% (14,569 / 53,861,641) | ~0.039% (19,367 / 50,203,511) |
| Stock ownership guideline compliance | Directors must hold 5x annual cash retainer within 5 years; all continuing outside directors in compliance. | |
| Hedging/pledging status | Prohibited by insider trading policy. |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and NCGC) with financial expert designation; attendance ≥75% and Annual Meeting participation; director equity ownership guidelines with stated compliance; anti-hedging/pledging policy; no related-party transactions disclosed. These support alignment and board effectiveness.
- Pay structure: Balanced cash retainer plus time-vested RSUs; modest YOY cash increase reflects committee mix change (Comp to Audit), not pay inflation.
- Shareholder signals: Board continues declassification in 2026; strong 2024 say-on-pay (≈96% support), and board supports simple majority standard; governance responsiveness positive for investor confidence.
- Watch items: Presence of an activist representative (JANA) on the board may influence governance dynamics; however, no conflicts or related-person transactions disclosed involving Rahman.