Charles Marcy
B&G FoodsAbout Charles F. Marcy
Charles “Chuck” F. Marcy, 74, has served as a director of B&G Foods since 2010. He is an independent director, designated by the Board under NYSE and SEC rules, and is recognized as an Audit Committee Financial Expert; he currently chairs the Nominating & Governance Committee and serves on the Audit Committee . His background includes decades as CEO and senior executive in branded foods and organic products, including CEO roles at Horizon Organic Holdings (NASDAQ), Sealright Corporation (NASDAQ), Healthy Food Holdings, and leadership roles at Kraft, Quaker Oats (Golden Grain), Sara Lee, and General Foods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthy Food Holdings (HFH) | President & CEO; Director | 2005–Apr 2010 | Led portfolio including Breyers Yogurt, YoCrunch Yogurt, Van’s International Foods |
| Horizon Organic Holdings (NASDAQ) | President & CEO; Director | 1999–2004 | Led leading organic food business in US/UK |
| Sealright Corporation (NASDAQ) | President & CEO; Director | 1995–1998 | Manufacturer of dairy packaging and systems |
| Golden Grain Company (Quaker Oats) | President | 1993–1995 | Near East brand; all-natural grain-based products |
| National Dairy Products Corp. (Kraft General Foods) | President | 1991–1993 | Dairy division leadership |
| Sara Lee & General Foods | Senior marketing/strategic planning roles | 1974–1991 | Various senior roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maple Hill Creamery, LLC (private) | Director | Jan 2018–present | Board member |
| Farmer Bros. Co. (NASDAQ: FARM) | Director | Dec 2013–Jan 2023 | Chair of Compensation; member of Nominating & Governance |
| Teton Waters Ranch LLC (private) | Director; Chair of the Board | Jan 2017–Nov 2022 | Compensation Committee member |
| Chuck Marcy Consulting | Principal (strategic/marketing consulting) | 2015–present | Focus on natural & organic products |
Board Governance
- Independence: Affirmatively determined independent by the Board (no material relationship) .
- Committee assignments (FY2024): Audit Committee member; Nominating & Governance Committee Chair .
- Audit Committee Financial Expert designation: Marcy designated by the Board as an audit committee financial expert .
- Meeting cadence & attendance (FY2024): Board met 5 times; each director attended at least 75% of Board and applicable committee meetings. Non-management directors meet quarterly in executive session; independent directors meet at least annually in executive session .
- Committee meeting counts (FY2024): Audit (5), Compensation (5), Corporate Social Responsibility (4), Nominating & Governance (4), Risk (4) .
- Age governance: Directors may not stand for election after age 78; Marcy is 74 as of March 25, 2025 .
- Board leadership structure: Independent Chair separate from CEO; separation mandated since March 2014 .
Fixed Compensation
| Component | Detail | FY2024 Amount |
|---|---|---|
| Annual Board Fee (Cash) | Standard member retainer | $75,000 |
| Committee Fees (Cash) | Audit member; N&G Chair | Audit member $15,000; N&G Chair $20,000 (total cash fees $110,000) |
| Annual Equity Grant | Common stock; vests immediately | 12,948 shares granted June 3, 2024; grant-date fair value $124,171 |
| Options (annual fee election) | Optional in lieu of cash | Marcy did not elect options; none outstanding |
Notes:
- Director equity awards vest immediately; none of the directors had unvested stock awards as of Dec 28, 2024 .
- Program parameters: Approximate annual equity value $130,000; cash committee fees Audit Chair $25,000 (members $15,000), N&G Chair $20,000 (members $15,000), etc. .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-based incentives | None disclosed for non-employee directors; equity grants vest immediately upon grant |
| Metrics (Directors) | No TSR/financial/ESG performance metrics tied to director compensation reported |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Farmer Bros. Co. (FARM) | Public | None disclosed with BGS | Served as Compensation Chair; N&G member (ended Jan 2023) |
| Maple Hill Creamery; Teton Waters Ranch | Private | None disclosed with BGS | Food industry boards; no related-party transactions disclosed by BGS |
| Compensation committee interlocks (BGS) | — | None | No BGS comp committee member was an officer; no interlocks requiring disclosure |
Expertise & Qualifications
- CEO and C-suite experience; consumer packaged goods; marketing/brand; manufacturing & supply chain; accounting/financial reporting; strategic planning; M&A; executive compensation; risk management; corporate governance; CSR & sustainability .
- Audit Committee Financial Expert designation affirms financial reporting and controls expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Charles F. Marcy | 85,938 | ~0.11% (85,938 ÷ 79,138,243) | Includes 14,884 shares owned by Mr. Marcy’s wife |
| Options (exercisable/unexercisable) | None | — | Only Sherrill, Poe, Wenner had options outstanding; others had none |
| Unvested stock awards | None (director grants vest immediately) | — | — |
Ownership alignment policies:
- Non-Employee Director Stock Ownership Guidelines: 4× annual cash board service fee; all non-employee directors have met the guidelines within five years after becoming subject to them .
- Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging company securities; trading only in approved windows with pre-clearance .
Governance Assessment
- Board effectiveness: Marcy combines deep CEO-level operating experience in branded and organic foods with formal governance credentials (Audit Committee Financial Expert) and currently chairs Nominating & Governance—central for board performance reviews, governance monitoring, and succession planning .
- Independence and attendance: Affirmed independent; attended at least 75% of Board/committee meetings in FY2024, supporting engagement and oversight .
- Compensation alignment: Director pay is predominantly fixed cash plus immediately vesting stock—no performance metrics; Marcy’s FY2024 mix ($110,000 cash; $124,171 stock) aligns with peer-informed program; no options outstanding, limiting risk-taking incentives .
- Ownership alignment and trading controls: Complies with stringent director ownership guidelines (4× cash retainer) and prohibited hedging/pledging; provides positive alignment and reduces conflict risk .
- Conflicts and related-party exposure: Despite consulting activity in natural/organic products, BGS disclosed no related-party transactions in FY2024 and maintains independent committee review of any such transactions—low conflict signals for investors .
- Succession/tenure risk: Age 74 versus board age cap of 78 suggests potential medium-term turnover; however, continued service as N&G Chair mitigates near-term governance continuity concerns .
RED FLAGS: None disclosed for related-party transactions, hedging/pledging, or attendance. Age-based tenure limit approaching (78), which investors should monitor for board refresh dynamics .