Vermont ice cream company’s governance restructuring eliminates activist leaders, raises questions about brand independence

by Compass Vermont

On December 15, Ben & Jerry’s Homemade Inc. announced a comprehensive restructuring of its Independent Board of Directors, implementing strict term limits that immediately removed three of the board’s longest-serving and most prominent members.

The South Burlington-based company framed the changes as governance enhancements designed to “future-proof” the brand and ensure the “longevity of the social mission.”

The restructuring introduced a nine-year term limit for Independent Directors, reaffirmed compliance with parent company codes of conduct, and established new protocols for engagement with The Magnum Ice Cream Company (TMICC), Ben & Jerry’s new corporate parent.

Three directors were removed under the new term limits: Board Chair Anuradha Mittal, who had served for 18 years; Jennifer Henderson, a 29-year veteran and the longest-serving director; and Daryn Dodson, who chaired the Audit Committee for over a decade.

The Corporate Context

To understand these changes, it’s necessary to understand what happened to Ben & Jerry’s corporate structure in 2025.

For 25 years, Ben & Jerry’s operated as what the company describes as a “wholly-owned autonomous subsidiary” of Unilever, the massive Anglo-Dutch conglomerate. While that relationship was often tense, Unilever’s enormous size—a $139.7 billion valuation—allowed it to absorb the reputational impact of Ben & Jerry’s political activism as a relatively minor cost of doing business.

That dynamic changed dramatically in 2025. Unilever executed a strategic spin-off of its ice cream division, creating The Magnum Ice Cream Company as a separate entity. TMICC, domiciled in the Netherlands and listed on stock exchanges in Amsterdam, London, and New York, debuted on December 8, 2025, with a market capitalization of approximately $9.2 billion—a fraction of Unilever’s size.

Unlike Unilever, which could dilute the impact of a Ben & Jerry’s controversy across hundreds of other brands like Dove soap or Hellmann’s mayonnaise, TMICC is a “pure-play” ice cream company where Ben & Jerry’s represents a significant portion of the portfolio. Upon its debut, analysts noted the stock faced downward pressure from UK index-tracking funds and viewed shares as approximately 25% undervalued.

One week after the public listing, the board restructuring was announced.

Who Was Removed and Why It Matters

Anuradha Mittal, the board chair since 2018, was arguably the primary target of the restructuring. Mittal, founder of the Oakland Institute progressive think tank, led the board during its most controversial period. In 2021, she oversaw the decision to stop selling ice cream in the Occupied Palestinian Territory, which triggered massive backlash including divestment by state pension funds. When Unilever unilaterally sold Israeli distribution rights to bypass the board’s boycott, Mittal led the unprecedented decision to sue the parent company in federal court—a subsidiary suing its own corporate parent.

Prior to the term limit announcement, TMICC had already claimed Mittal “no longer meets the criteria” to serve based on internal investigations. When she refused to resign, the term limit provided what the company characterized as a bureaucratic mechanism for her removal. Mittal has called the process a “manufactured inquiry—engineered to attempt to discredit me.”

Jennifer Henderson was the board’s longest-serving member and its last direct link to Ben & Jerry’s pre-corporate history. Henderson joined the board in 1996—four years before the Unilever acquisition—and was a volunteer for the “One Percent for Peace” campaign with founders Ben Cohen and Jerry Greenfield. She helped establish the Ben & Jerry’s Foundation and its employee-led grant-making committees. SEC filings from 1998 list her residency in Vermont, and her work has focused on Vermont community economic development for four decades.

Henderson’s removal eliminates the last board member who was present when the 2000 Merger Agreement was signed—the agreement that created the Independent Board’s unique governance structure.

Daryn Dodson, chair of the Audit Committee and a managing director at Illumen Capital, was removed concurrent with an audit of the Ben & Jerry’s Foundation that found what the company described as “material deficiencies in financial controls and governance.” The timing raised questions among observers about whether his removal was designed to neutralize potential financial pushback during a contentious audit process.

The Vermont Connection

With Henderson’s removal, questions have emerged about whether any Vermonters remain on the Independent Board. Ben & Jerry’s has long marketed itself as a Vermont company with deep roots in the state’s culture and values.

Co-founder Jerry Greenfield resigned in September 2025, citing what he called the “silencing” of the brand on social issues. Co-founder Ben Cohen remains an employee but has no voting power on the board. Henderson’s departure leaves no board members with documented long-term Vermont community ties.

The remaining directors include CEO Jochanan Senf, a Unilever veteran since 2003 who splits time between Europe and Vermont; Aseel Najib, an assistant professor of history at Dartmouth College in New Hampshire; Chivy Sok, executive director of the global Tikva Grassroots Empowerment Fund; Detavio Samuels, CEO of REVOLT media company; and Michiel Kruyt, a consultant and former Unilever executive who is a Dutch national.

The board has shifted from local community activists to national and international subject matter experts in fields like history, human rights, and media.

The Foundation Audit Controversy

Concurrent with the board restructuring, TMICC released information about an audit of the Ben & Jerry’s Foundation, a separate non-profit entity funded by company profits. The audit found what the company characterized as material deficiencies in financial controls and conflicts of interest, and TMICC threatened to bypass the Foundation and distribute charitable funds through “alternative plans” if trustees did not adopt new governance rules.

The conflict of interest allegation centered on grants the Foundation made to the Oakland Institute, the think tank run by Mittal. Conservative watchdog group National Legal and Policy Center identified approximately $170,000 in grants over several years.

However, sources close to the trustees stated the audit found “no wrongdoing, ethical malpractice or violations.” In the non-profit sector, granting funds to organizations led by board members is not necessarily improper if disclosed and handled with appropriate recusal procedures.

The timing of the audit—during negotiations over board governance—and its simultaneous release with the term limit announcement raised questions about whether it served as leverage in the restructuring process.

The Geopolitical Context

While the December 15 announcement focused on governance best practices, the restructuring cannot be separated from years of tension over Ben & Jerry’s positions on Israel and Palestine.

The timeline includes the Independent Board’s 2021 decision to withdraw products from the Occupied Palestinian Territory, calling it “inconsistent with our values”; Unilever’s 2022 move to unilaterally sell Israeli distribution rights to bypass that boycott; the board’s lawsuit against Unilever to block that sale; Mittal’s January 2024 call for a ceasefire in Gaza; and allegations in March 2025 that Unilever engaged in “censorship” by blocking a “Call for Peace” flavor.

These controversies led to real financial consequences for Unilever, including divestment by state pension funds in Florida and Texas. For TMICC, a smaller company that cannot dilute such controversies across a massive portfolio, the “activist risk” represented by an independent board willing to take controversial geopolitical stances and even sue its own parent company presented what analysts view as a significant governance challenge for investors.

The restructuring appears designed to prevent similar conflicts in the future through term limits that prevent any director from accumulating sufficient institutional knowledge and independence to launch legal challenges, and through strengthened compliance protocols with parent company codes of conduct.

The Legal Question

At the heart of the dispute is the 2000 Merger Agreement that established Ben & Jerry’s unique governance structure when Unilever acquired the company for $326 million. The agreement created an Independent Board not selected by shareholders but self-perpetuating, with “primary responsibility” for preserving the “Essential Integrity of the Brand.”

TMICC argues that as a publicly traded company listed in London and Amsterdam, it must comply with governance codes that recommend directors not serve indefinitely. The UK Corporate Governance Code suggests directors may lose independence after nine years.

Ben Cohen has called the restructuring a “blatant power grab designed to strip the board of legal authority.” His argument: if the parent company can arbitrarily change eligibility criteria for board membership, then the board’s independence—the core of the 2000 agreement—becomes meaningless.

The question of whether TMICC’s actions violate the spirit, if not the letter, of the Merger Agreement remains unresolved. Standard governance transitions often grandfather existing board members to ensure continuity. The immediate application of term limits to sitting directors suggests a deliberate choice to remove specific individuals rather than a gradual implementation of best practices.

What Happens Next

The restructured board now faces the challenge of defining what Ben & Jerry’s “social mission” means under TMICC’s ownership. The company maintains that the governance changes strengthen rather than weaken that mission, but critics argue that removing the board members most willing to take controversial stands and challenge corporate authority fundamentally alters the brand’s activist character.

The Ben & Jerry’s Foundation remains in a state of uncertainty, with TMICC’s threat to redirect charitable funding still unresolved. Vermont non-profit organizations that have received Foundation grants await clarity on whether the funding structure will continue.

Ben Cohen and Jerry Greenfield, now outside the governance structure they helped create, have become external critics of their own company’s direction. Their public statements suggest they may continue advocating for a return to what they view as the original activist vision, though they lack formal power to effect such changes.

For TMICC, the restructuring represents an attempt to signal to investors that the “Ben & Jerry’s problem”—the risk of surprise geopolitical controversies affecting stock value—has been contained. Whether that reassurance proves sufficient for markets, and whether the brand can maintain its distinctive identity under tighter corporate control, will become clear in the months and years ahead.

The fundamental tension remains: Can a corporate brand known for radical activism maintain that reputation when the activists who embodied that stance have been systematically removed from positions of authority? The answer will shape not just Ben & Jerry’s future, but the broader question of whether acquired activist brands can preserve their original character within conventional corporate structures.