Cheryl Palmer
B&G FoodsAbout Cheryl M. Palmer
Cheryl M. Palmer, 67, has served as a director of B&G Foods since 2010 and is affirmatively designated independent by the Board under NYSE and SEC standards . She is founder and President of Strawberry Hill Associates, LLC (since 2011), with prior senior roles in food, retail, and beverages, bringing brand marketing, executive compensation, strategic planning, and governance expertise to the Board . The Board maintains an independent Chair separate from the CEO, holds regular executive sessions, and enforces a director age limit of 78, reinforcing governance discipline .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strawberry Hill Associates, LLC | Founder & President | 2011–present | Strategic consulting on brands and channel/customer strategies |
| Club Quarters, LLC | Corporate VP, Revenue & Product Development (Chief Revenue Officer) | 2007–2011 | Revenue and product leadership at private hotel operator |
| Gap (The Gap) | Vice President, Northeast Zone | 2005–2006 | Led retail operations for 350 stores and ~11,000 associates ($1.5B sales) |
| The Great Atlantic & Pacific Tea Co. (A&P) | President, The Food Emporium | 2000–2005 | Specialty food retail division leadership |
| The Great Atlantic & Pacific Tea Co. (A&P) | SVP, Strategic Marketing (CMO/CSO) | 1999–2000 | Corporate strategy and marketing |
| Allied Domecq Spirits & Wines | Group VP & GM, Portfolio Leadership | 1997–1999 | Portfolio strategy in spirits/wines |
| Cadbury Beverages (Mott’s NA; Schweppes USA) | Senior marketing/management roles | 1985–1996 | Brand and marketing management |
External Roles
- No current public company directorships beyond B&G Foods disclosed; no compensation committee interlocks or insider participation identified by the company .
Board Governance
- Committee assignments: Compensation Committee (member), Corporate Social Responsibility Committee (member), Risk Committee (member) .
- Chair roles: None; current committee chairs—Compensation (Alfred Poe), CSR (Debra Martin Chase), Risk (Robert D. Mills) .
- Independence: Affirmatively determined independent (NYSEC/SEC bright-line and no material relationship) .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of aggregate Board and committee meetings; non-management directors meet at least quarterly in executive session .
- Board leadership: Independent Chair; separation of Chair and CEO mandated in governance guidelines .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $120,000 | Program: $75,000 annual board fee for members + $15,000 per committee membership (chairs higher); payment calendar runs June–May . |
- Director fee structure (unchanged June 2024–May 2025 and June 2025–May 2026): Annual board fee—Chair $165,000; members $75,000; Committee chair/member fees: Audit $25k/$15k; Compensation $20k/$15k; CSR $20k/$15k; Nominating & Governance $20k/$15k; Risk $20k/$15k .
Performance Compensation
- Directors receive equity grants; no disclosed performance-based metrics for director compensation. Annual grants vest immediately and are designed for ownership alignment rather than performance-contingent pay .
| Equity Grant Detail (FY2024) | Shares | Grant Date | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual stock award to non-employee directors | 12,948 | June 3, 2024 | Immediate vesting | $124,171 |
- Program mechanics: Annual equity grant ~ $130,000 in shares, determined by 30-day average closing price post-annual meeting; immediate vesting upon grant .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None disclosed for Palmer |
| Committee interlocks | None; committee comprised solely of independent directors; no insider participation or related-person relationships |
| Independent consultant | Meridian Compensation Partners engaged for peer group surveys; consultant assessed as independent and free of conflicts |
Expertise & Qualifications
- Senior management leadership in food and retail; brand marketing strength; governance and executive compensation experience; adds retail food perspective to Board deliberations .
- Board skills matrix highlights Palmer’s strategic planning, human capital management, executive compensation, and risk management capabilities among the Board’s prioritized skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options | Unvested Stock | Notes |
|---|---|---|---|---|---|
| Cheryl M. Palmer | 55,554 | <1% | None | None | Ownership guidelines require 4x annual cash board fee; all non-employee directors have met guidelines . |
- Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging company stock; limited trading windows with mandatory pre-clearance .
- Shares outstanding: 79,138,243 as of March 19, 2025 (context for percentages) .
Governance Assessment
- Independence and engagement: Affirmed independence; multi-committee service across Compensation, CSR, and Risk supports board effectiveness and risk oversight .
- Ownership alignment: Immediate-vesting annual equity grants and 4x cash-fee director ownership guidelines (met by all directors) align incentives; anti-pledging policy reduces collateralization risk .
- Compensation discipline: Stable director pay structure; no meeting fees; equity calibrated by market price, indicating restrained and transparent approach .
- Shareholder signals: 2024 say-on-pay approval ~88% suggests shareholder comfort with compensation governance (company-wide), a positive sentiment for board oversight credibility .
- Conflicts/related-party exposure: No related party transactions in FY2024; policy mandates independent review for any such transactions, mitigating conflict risk .
RED FLAGS: None disclosed for Palmer—no pledging permitted, no related-party transactions, no committee interlocks, and attendance thresholds met at Board level .