DeAnn Brunts
B&G FoodsAbout DeAnn L. Brunts
Independent director of B&G Foods (BGS), age 63 as of March 25, 2025, serving on the board since May 2015. Brunts is designated an Audit Committee Financial Expert and currently chairs the Audit Committee; she also serves on the Compensation and Risk Committees, reflecting deep accounting, finance, and risk oversight credentials. She has extensive CFO experience across private and public companies and prior senior roles at PricewaterhouseCoopers, with current external roles including Benson Hill (NASDAQ: BHIL) director and Claire’s Holdings LLC audit chair, and membership in the Financial Accounting Standards Advisory Council. The board has affirmatively determined she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Various roles incl. Transaction Services and Audit Partner | 1985–1999 | Audit/M&A advisor for private and public companies; core financial reporting expertise |
| Tatum LLC | Central Region Managing Partner; prior roles | 2006–2009 | Executive and consulting services in finance/accounting/technology |
| Merlin-International | Chief Financial Officer | 2010 | IT sector finance leadership |
| Rocky Mountain Foods, Inc. | Chief Financial Officer | 2011–2012 | Food manufacturing/distribution CFO experience |
| Maverik, Inc. | Chief Financial Officer | 2012–2014 | Convenience/gas/fresh food retail CFO experience |
| Transworld Systems, Inc. | Chief Financial Officer | 2015–2016 | Debt collection agency CFO experience |
| Solaray, LLC | Chief Financial Officer | 2017–2020 | Category management and merchandising CFO experience |
| Various PE-backed companies | Financial/accounting/capital structure/leadership consulting | 2020 | Advisory to PE portfolio companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benson Hill, Inc. (NASDAQ: BHIL) | Director; former Chief Financial Officer | Director since Nov 2020; CFO Jan 2021–Mar 2022 | Public company board experience; CFO role during scale-up |
| Claire’s Holdings LLC | Director; Audit Committee Chair | Since Aug 2021 | Audit leadership; governance oversight |
| Heritage Grocers Group | Director | Dec 2023–Dec 2024 | Grocery retail board experience |
| Financial Accounting Standards Advisory Council | Member | Current | Standard-setting advisory expertise |
| Women’s Foundation of Colorado | Former Audit Committee Chair | Prior service (dates not specified) | Audit leadership in nonprofit |
| Springboard to Learning | Former Director & Audit Committee Chair | Prior service (dates not specified) | Audit leadership in nonprofit |
| SRP Companies Canada | Director | 2017–2020 | Direct store distribution oversight |
Board Governance
- Independence: Board affirmatively determined Brunts is independent under NYSE and SEC rules .
- Committee assignments: Audit (Chair), Compensation (Member), Risk (Member); committees held 5, 5, and 4 meetings respectively in fiscal 2024 .
- Audit committee financial expert: Brunts designated as an audit committee financial expert per SEC definition .
- Board meetings and attendance: Board met 5 times in fiscal 2024; each director attended at least 75% of board and committee meetings on which they served; non-management directors meet quarterly in executive session; independent directors meet at least annually in executive session .
- Annual meeting attendance: Nine of ten directors attended the 2024 annual meeting; all directors are anticipated to attend 2025 .
- Board leadership: Independent Chair of the Board; roles of Chair and CEO are separated and mandated by governance guidelines since March 2014 .
- Say-on-pay context: 2024 say-on-pay received ~88% approval, indicating stable investor support for compensation governance .
Fixed Compensation
| Component | Program Term | Amount/Structure | Vesting | Notes |
|---|---|---|---|---|
| Annual Board Cash Fee (Non-Employee Director) | June–May service year | $75,000 | N/A | Cash or director-elected equivalent in stock options; election deadline Dec 31 prior year |
| Committee Chair Fee (Audit) | Annual | $25,000 | N/A | Brunts receives audit chair fee |
| Committee Member Fee (Compensation) | Annual | $15,000 | N/A | Brunts is a member |
| Committee Member Fee (Risk) | Annual | $15,000 | N/A | Brunts is a member |
| Equity—Annual Grant | Annual | Approx. $130,000 value | Immediate vest | Shares determined by dividing $130,000 by 30-day average closing price post-annual meeting; issued first business day of following month |
| Payment calendar | Admin convenience | Board payments run June–May covering services between annual meetings | N/A |
- For fiscal 2024, Brunts’ cash fees totaled $130,000 (base $75,000 + audit chair $25,000 + compensation member $15,000 + risk member $15,000) .
- No meeting fees; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Component | Grant Details | Amount | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock Awards (FY 2024 Director Grant) | Grant date June 3, 2024; 12,948 shares of common stock to each non-employee director | $124,171 aggregate grant-date fair value for Brunts | Vest immediately upon grant | None disclosed for director equity; awards are time-vested shares (no performance conditions) |
| Stock Options (Director election in lieu of cash fees) | Available by election; granted June 1 (or first business day) annually | Brunts: none outstanding as of Dec 28, 2024 | N/A | Not performance-based; only certain directors elected options (e.g., Chair Sherrill) |
- Anti-hedging and limited trading windows apply to directors under the insider trading policy .
- No director-specific clawback, severance, or change-in-control provisions disclosed; director compensation structure remained unchanged for June 2024–May 2025 and June 2025–May 2026 based on survey reviews .
Other Directorships & Interlocks
| Company | Market | Role | Committee | Tenure |
|---|---|---|---|---|
| Benson Hill, Inc. | NASDAQ: BHIL | Director; former CFO | — | Director since Nov 2020; CFO Jan 2021–Mar 2022 |
| Claire’s Holdings LLC | Private | Director | Audit Chair | Since Aug 2021 |
| Heritage Grocers Group | Private | Director | — | Dec 2023–Dec 2024 |
| FASAC | — | Member | — | Current |
- Compensation committee interlocks: None—no member (including Brunts) was an officer/employee; no relationships requiring related-person disclosure; no reciprocal board/comp committee interlocks with other companies’ executives .
- Related party transactions: None in fiscal 2024 with any director or executive officer; policy requires independent committee review/approval of any such transactions .
Expertise & Qualifications
- Audit Committee Financial Expert; accounting and financial reporting expertise per SEC definition .
- Extensive CFO and other C-suite experience; strategic planning, capital markets, M&A experience; consumer packaged goods, manufacturing/supply chain exposure; risk management and corporate governance per board skills matrix .
- Public company board experience; human capital and executive compensation experience indicated in skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Outstanding Reference | Ownership % | Structure |
|---|---|---|---|---|
| DeAnn L. Brunts | 59,256 shares | 79,138,243 shares outstanding as of March 19, 2025 | ~0.075% (computed from disclosed values) | No stock options outstanding; no unvested director stock awards as of Dec 28, 2024 |
- Non-Employee Director Stock Ownership Guidelines: Required to own stock equal to 4× annual cash board fee; all non-employee directors achieved compliance within five years of becoming subject to guidelines .
- Pledging: No pledging disclosures for Brunts; certain footnotes identify family holdings for other directors (not applicable to Brunts) .
Governance Assessment
- Board effectiveness: Brunts’ chairmanship of Audit Committee and financial expert designation strengthen oversight of financial reporting, controls, auditor relationship, and risk, aligning with investor expectations for independent, expert audit leadership .
- Independence & engagement: Affirmed independence; strong attendance standard met; regular executive sessions support robust oversight without management presence .
- Alignment & incentives: Balanced director pay mix—cash fees tied to committee responsibilities and annual equity with immediate vesting; option-in-lieu-of-cash is available but unused by Brunts, reducing potential timing/valuation complexities; ownership guidelines at 4× cash fee, with compliance achieved, support alignment .
- Conflicts & red flags: No related party transactions; no compensation committee interlocks; anti-hedging policy applies; no evidence of option repricing or tax gross-ups in director program; say-on-pay approval (~88%) reflects stable investor confidence in compensation governance .
- Overall signal: Brunts’ audit leadership, external board/CFO experience in adjacent food/consumer sectors, and standards-based independence/ownership compliance are supportive of governance quality and investor confidence. Potential monitoring areas include continued assessment of cross-board roles for any emerging conflicts and ensuring director equity remains appropriately structured without performance metrics where oversight independence is prioritized .