Alfred Poe
B&G FoodsAbout Alfred Poe
Alfred Poe (age 76) is an independent director of B&G Foods, serving on the board since 1997. He is Chair of the Compensation Committee, a member of the Audit Committee (designated audit committee financial expert), and a member of the Nominating & Governance Committee; the board has affirmatively determined he is independent under NYSE and SEC standards. In fiscal 2024, the board met 5 times and each director attended at least 75% of board and applicable committee meetings; non-management directors meet quarterly in executive session, and independent directors meet in executive session at least annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AJA Restaurant Corp. | Chief Executive Officer | 1999–present | Operating CEO experience aligns with consumer/food service insights |
| Superior Nutrition Corporation | Chief Executive Officer | 1997–2002 | Nutrition products CEO; strategic and operational leadership |
| MenuDirect Corporation | Chairman & CEO | 1997–1999 | Specialty meals for restricted diets; consumer health positioning |
| Campbell Soup Company | Corporate Vice President; President, Meal Enhancement Group | 1991–1996 (CVP); 1993–1996 (President) | Branded CPG leadership, manufacturing/supply chain exposure |
| Mars, Inc. | Various positions (VP, Brands Director, Commercial Director) | 1982–1991 | Brand management and commercial execution in global CPG |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Farmer Bros. Co. (NASDAQ: FARM) | Director | Dec 2020–Jan 2024 | Technology, Nominating & Governance, Compensation committees |
| Centerplate, Inc. (AMEX) | Director | Prior service (dates not specified) | Public company board experience |
| Polaroid Corporation (NYSE) | Director | Prior service (dates not specified) | Public company board experience |
| State Street Bank (NYSE) | Director | Prior service (dates not specified) | Public company board experience |
Board Governance
- Independence: Board determined Poe has no material relationship and is independent; directors over age 78 may not stand for election (Poe is 76). The board maintains a separate independent Chair (Sherrill) .
- Committee assignments (FY2024 meetings): Audit (5), Compensation (5), Nominating & Governance (4); Poe is Compensation Chair and Audit/Nominating member; Risk Committee meets 4x but Poe is not listed there .
- Audit Committee financial expertise: Board designated Poe as an audit committee financial expert under SEC rules .
- Attendance/engagement: Board met 5x in FY2024; each director attended ≥75% of board and applicable committee meetings; nine of ten directors attended the 2024 annual meeting, and all directors anticipated for 2025 .
Fixed Compensation
| Element | Amount/Detail | FY2024 Values |
|---|---|---|
| Board cash retainer | Annual fee for non-employee directors | $75,000 |
| Committee chair fee | Compensation Committee Chair | $20,000 |
| Committee membership fees | Audit member | $15,000 |
| Committee membership fees | Nominating & Governance member | $15,000 |
| Cash fees total | Sum of board + committee fees | $125,000 |
| Annual equity grant | Shares of common stock; immediate vest | 12,948 shares granted June 3, 2024; grant date fair value $124,171 |
| Options election | Ability to elect options in lieu of cash | Available to directors; Poe did not elect options in 2024 |
| Total 2024 director compensation | Cash + stock awards | $249,171 |
Notes:
- Board compensation structure unchanged June 2024–May 2025 and June 2025–May 2026; equity grant sized at ~$130,000 with shares determined by 30-day average price; immediate vest .
Performance Compensation
- No performance-based metrics apply to director compensation at B&G Foods; director equity grants vest immediately and are not tied to EBITDA/TSR or other performance conditions .
Other Directorships & Interlocks
- Interlock observation: Both Poe (2020–2024) and fellow BGS director Charles F. Marcy (2013–2023) served on Farmer Bros. Co. during overlapping periods, indicating potential external network and information flow benefits; no related party transactions were reported for FY2024 at B&G Foods .
Expertise & Qualifications
- Designated audit committee financial expert; deep CPG operating background (Mars, Campbell), brand management, manufacturing/supply chain, strategic planning, and executive compensation experience .
- Board skills matrix confirms CEO experience, consumer packaged goods, marketing/brand, manufacturing & supply chain, strategic planning, executive compensation .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 92,857 shares of BGS common stock; less than 1% of outstanding shares |
| Stock options | 36,843 options outstanding, all vested as of 12/28/2024; options exercisable within 60 days included in reported beneficial ownership |
| Ownership guidelines | Non-employee directors must hold ≥4x annual cash board fee; all have met guidelines within 5 years |
| Hedging/pledging | Directors prohibited from hedging and pledging company securities; limited trading windows and pre-clearance required |
Say-on-Pay & Shareholder Feedback
| Year | Outcome | Detail |
|---|---|---|
| 2024 | Approved | ~88% of votes cast supported NEO compensation at May 23, 2024 annual meeting |
| 2025 | Approved | For: 36,717,432; Against: 7,633,289; Abstain: 502,613; Broker non-votes: 17,934,655 (May 15, 2025) |
Governance Assessment
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Strengths:
- Independence affirmed; extensive CPG operating leadership supports board effectiveness in strategy, operations, and compensation oversight .
- Compensation Committee chaired by Poe with only independent directors; independent consultant (Meridian) engaged for peer reviews; robust clawback, anti-hedging/pledging policies; no excise tax gross-ups and no option repricing .
- Audit Committee financial expertise designation enhances financial reporting oversight; say-on-pay received strong support in 2024–2025 .
- Ownership alignment: meaningful personal stake; adherence to 4x retainer ownership guideline; immediate vest equity aligns director interests, with prohibited hedging/pledging .
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Potential watch items:
- Tenure and age: Very long tenure (since 1997) and age 76 with board age cap at 78—succession planning and refresh considerations over the next two cycles .
- External interlock: Overlap with Marcy at Farmer Bros. warrants routine monitoring, though no related party transactions were reported for FY2024 .
- Director compensation is largely fixed + time-based equity; absence of performance-based director pay is typical, but investors may scrutinize equity sizing versus BGS performance; program remained unchanged for 2024–2026 .
RED FLAGS
- None disclosed for related-party transactions in FY2024; anti-hedging/pledging policy in force—no pledging by directors allowed .
- Age cap approaching (78) may require board planning for potential transition within ~2 years .