David Wenner
B&G FoodsAbout David L. Wenner
David L. Wenner (age 75) is a long-tenured B&G Foods director (since August 1997), former President & CEO (1993–2014) and former Interim President & CEO (Nov 2020–Jun 2021). He trained as an engineer at the U.S. Naval Academy and spent 13 years at Johnson & Johnson in manufacturing, maintenance and purchasing leadership prior to joining B&G Foods . His deep operational, manufacturing, and acquisition integration background provides board-level insight into supply chain and strategic transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B&G Foods, Inc. | President & CEO | Mar 1993–Dec 2014 | Led acquisition and integration of dozens of brands |
| B&G Foods, Inc. | Interim President & CEO | Nov 2020–Jun 2021 | Transitional leadership during CEO change |
| B&G Foods, Inc. | Director | Aug 1997–present | Board service since 1997 |
| B&G Foods, Inc. | Assistant to President; VP Manufacturing | Joined 1989; promoted 1991 | Led operations, manufacturing |
| Johnson & Johnson | Supervision & management in manufacturing/maintenance/purchasing | 13 years | Operational leadership in large-scale manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grocery Manufacturers Association | Chairman’s Advisory Council (member) | Not specified | Industry engagement and policy advisory |
No current public company directorships disclosed for Mr. Wenner in the proxy’s director biography section .
Board Governance
- Independence status: The board determined Wenner meets NYSE/SEC independence tests, but is considering a more stringent standard for former CEOs and has not yet designated him as an independent director. This introduces an independence optics issue for investors .
- Committee memberships (2024): Corporate Social Responsibility (member); Risk Committee (member). No chair roles .
- Board/committee meeting cadence and attendance: Board met 5 times; each director attended at least 75% of board and committee meetings on which they served; 9 of 10 directors attended the 2024 annual meeting .
- Board leadership: Independent Chair; mandatory separation of Chair and CEO roles since 2014 .
- Executive sessions: Non-management directors meet at least quarterly; independent directors meet at least annually .
- Age policy: Directors may not stand for election after age 78; Wenner is 75, within the limit but approaching the cap in coming years .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Corporate Social Responsibility | Wenner | No | 4 |
| Risk | Wenner | No | 4 |
Fixed Compensation
Program terms applicable to non-employee directors:
- Annual cash fee: Chair $165,000; other members $75,000 .
- Committee fees: Chair $20–25k; members $15k per committee .
- Equity: Annual grant ~ $130,000 in common stock; vests immediately upon grant; number of shares based on 30-day average closing price .
- Election to receive annual board service fee in cash or options (advance election required) .
Wenner’s actual 2024 director compensation:
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $105,000 | $75k board + $15k CSR + $15k Risk |
| Stock Awards (Grant-Date Fair Value) | $124,171 | Annual grant; 12,948 shares on Jun 3, 2024; vest immediately |
| Option Awards | $0 | No director options elected by Wenner in 2024 |
| Total | $229,171 | Sum of cash and stock awards |
Board compensation levels were unchanged for Jun 2024–May 2025 and Jun 2025–May 2026 per compensation committee review of director compensation surveys .
Performance Compensation
- Non-employee director equity grants are time-based and vest immediately; no performance-conditioned director equity disclosed .
| Equity Award | Grant Date | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual Director Stock Grant | Jun 3, 2024 | 12,948 | Immediate | $124,171 |
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed for Wenner in the proxy biography . |
- Related party transactions: None in fiscal 2024 with directors or officers; the board uses an independent committee to review any related-party transactions per policy .
- CSR and supplier codes/principles exist at B&G Foods; not specific to Wenner but relevant to conflict oversight .
Expertise & Qualifications
- Engineering training (U.S. Naval Academy) with extensive manufacturing, maintenance, and purchasing leadership experience .
- CEO experience and acquisition/integration execution across multiple brand additions to B&G Foods .
- Board skills matrix flags Wenner for CEO experience, CPG, manufacturing/supply chain, strategic planning, M&A, executive compensation, risk management, and human capital experience .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 893,328 | Includes 12,600 shares owned by spouse |
| Ownership as % of shares outstanding | 1.1% | Based on 79,138,243 shares outstanding |
| Options outstanding | 98,329 | All vested (exercisable) |
| Shares subject to options counted in beneficial ownership (within 60 days) | 98,329 | Exercisable within 60 days |
| Director stock ownership guideline compliance | Compliant | 4× annual cash board fee; all non-employee directors met within 5 years |
| Hedging/pledging | Prohibited | Anti-hedging; prohibition on margin accounts and pledging for directors/executives |
Governance Assessment
- Independence optics: Although Wenner meets NYSE/SEC independence tests, the board has withheld “independent” designation pending consideration of a stricter standard for former CEOs. This is a notable governance sensitivity for board independence, particularly in compensation and CEO evaluation contexts. RED FLAG: Independent status not yet designated for a former CEO despite meeting bright-line tests .
- Attendance and engagement: Wenner met the “at least 75%” attendance threshold, consistent with all directors; board and committees met regularly with executive sessions, supporting oversight .
- Compensation alignment for directors: Mix of cash retainer plus annual fully-vested stock fosters alignment; Wenner did not elect options (contrast with Chair Sherrill), but he has substantial personal share ownership (1.1%), indicating strong “skin-in-the-game” .
- Conflicts and related-party exposure: No related-party transactions in 2024; robust insider trading policy prohibits hedging/pledging, reducing alignment risks. Stock ownership guidelines for directors at 4× annual cash fee—all compliant .
- Say-on-pay signal (executives): 2024 advisory approval ~88% suggests general shareholder support for overall compensation governance, though not director-specific. Monitor if future votes signal concern about independence or pay equity mix.
Board meeting cadence and committee charters indicate structured risk and CSR oversight; Wenner’s operational background aligns with Risk and CSR committee mandates .
Risk Indicators & Red Flags
- RED FLAG: Not designated “independent” despite meeting NYSE/SEC tests; board is evaluating stricter former-CEO standard. This may affect perceptions of board independence and committee composition balance .
- Pledging/hedging risk mitigants: Prohibitions in insider trading policy reduce alignment and reputational risks .
- Related-party transactions: None disclosed for 2024 (positive) .
- Attendance: Meets minimum threshold; continue monitoring for sustained high engagement .
- Age policy: At 75, Wenner is approaching the 78-year age cap; succession planning implications for board refresh over the next cycles .
Compensation Committee Analysis (context)
- Compensation Committee: Independent directors (Poe—Chair; Brunts; Mullen; Palmer; Sherrill ex-officio), with independent consultant Meridian; no interlocks disclosed. Wenner is not on the Compensation Committee .
Say-On-Pay & Shareholder Feedback (context)
| Year | Approval % |
|---|---|
| 2024 | ~88% (advisory) |
Indicates investor support for executive compensation policies; watch for trends if independence concerns broaden to director governance .
Committee Charters & Responsibilities (context)
- CSR Committee oversees diversity & inclusion, environmental sustainability, philanthropy, community relations, and policy integration into strategy .
- Risk Committee oversees enterprise risk policy, appetite, strategic risk assessment (including M&A, cybersecurity, food safety, capital markets) and disclosure review as requested .