Debra Martin Chase
B&G FoodsAbout Debra Martin Chase
Debra Martin Chase (age 68) has served as a director of B&G Foods since July 2020. She is a Tony and Peabody Award-winning, Emmy-nominated producer, noted as the first African American female producer with a major studio production deal and the first African American woman to produce a film grossing over $100 million; her films have grossed over $500 million cumulatively. She is the founder and CEO of Martin Chase Productions (since 2000), with prior executive roles at Brown House Productions (1995–2000) and Mundy Lane Entertainment (1992–1995), following legal and executive training roles at Columbia Pictures and earlier corporate law practice in New York and Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Chase Productions | Founder & CEO | 2000–Present | Built award-winning film/TV portfolio; diversity and inclusion leadership |
| Brown House Productions (Whitney Houston) | Executive Vice President | 1995–2000 | Executive production leadership |
| Mundy Lane Entertainment (Denzel Washington) | Vice President | 1992–1995 | Executive production leadership |
| Columbia Pictures | In-house attorney; executive trainee | Prior to 1992 | Legal and business training |
| Corporate Law (NY/Houston) | Attorney | Prior to entertainment roles | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Bridge Investment Group Holdings Inc. (NYSE: BRDG) | Director | Since July 2021 | Audit Committee member |
| Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) | Director | Since April 2024 | Nominating & Corporate Governance Committee member |
| Second Stage Theatre (Manhattan) | Board member | Ongoing | — |
| Academy of Motion Picture Arts & Sciences | Member; Producers Executive Committee | Ongoing | — |
| Academy of Television Arts & Sciences | Member | Ongoing | — |
| Broadway League | Member; Tony Management Committee | Ongoing | — |
| African American Film Critics’ Association | Advisory Board | Ongoing | — |
Board Governance
- Independence: Affirmatively determined independent under NYSE and SEC rules .
- BGS Board Committees (2024): Corporate Social Responsibility (Chair), Nominating & Governance (Member), Risk (Member) .
- Committee meeting counts in FY2024: Audit (5), Compensation (5), CSR (4), Nominating & Governance (4), Risk (4) .
- Attendance: Board held five meetings in FY2024; each director attended at least 75% of aggregate board and committee meetings; nine of ten directors attended the 2024 annual meeting, with expectation all attend 2025 .
- Executive sessions: Non-management directors meet at least quarterly; independent directors meet at least annually in executive session .
- Board leadership: Independent Chair separate from CEO; separation mandated by corporate governance guidelines since 2014 .
- Age limit: No director may stand for election after age 78 .
Committee assignments and responsibilities
| Committee | Role | Key Oversight Responsibilities |
|---|---|---|
| Corporate Social Responsibility | Chair | Diversity & inclusion; environmental sustainability; philanthropy; community relations; integration with strategy |
| Nominating & Governance | Member | Board/committee nominations; annual board/management performance review; governance monitoring; succession planning |
| Risk | Member | Enterprise risk assessment/management; strategy consistency with risk appetite; M&A risk; cybersecurity/data privacy; crisis management |
Fixed Compensation
| Compensation Element | Amount/Detail | FY2024 Value |
|---|---|---|
| Board cash fees (annual) | Base non-employee director fee | $75,000 |
| Committee chair fee | CSR Chair | $20,000 |
| Committee member fees | Nominating & Governance (member); Risk (member) | $15,000 + $15,000 |
| Cash actually paid FY2024 | Sum of board + committee roles | $125,000 |
| Equity grant (annual shares) | Common stock; immediate vesting | 12,948 shares granted June 3, 2024 |
| Equity grant fair value FY2024 | Approximate; 30-day avg pricing methodology | $124,171 |
| Options | Board service fee may be elected in options; not used by Chase | $0 option awards; none outstanding |
| Program changes | No changes to board compensation June 2024–May 2026 | — |
Notes:
- Non-employee directors receive annual common stock grants (~$130,000) calculated via a 30-day average price; shares vest immediately upon grant .
- Only certain directors (e.g., the Chair) elected options for board fees; Chase had none .
Performance Compensation
Non-employee directors do not have performance-based compensation metrics at B&G; equity grants vest immediately and are not tied to financial goals, although directors may elect to receive board cash fees in the form of stock options in advance (Chase did not) .
| Metric Category | Metric | Target/Weight | Status |
|---|---|---|---|
| Director performance metrics | N/A for non-employee directors | N/A | No performance metrics disclosed; equity vests immediately |
Other Directorships & Interlocks
- Public company boards: BRDG (Audit Committee), GLPI (Nominating & Governance) .
- No related-party transactions disclosed for FY2024; board-level independent review policy in place for any related party transactions .
- Potential conflicts: BRDG (alternative asset manager) and GLPI (gaming REIT) have no disclosed supplier/customer links to B&G Foods; low conflict risk .
Expertise & Qualifications
- Board skills matrix flags for Chase: other public company board experience; CEO and C-suite experience; marketing/brand; strategic planning; human capital management; CSR & sustainability; legal/regulatory; corporate governance .
- Diversity and inclusion leadership, philanthropic initiatives and legal/business acumen emphasized in nominee biography .
Equity Ownership
| Ownership Component | Detail | Amount |
|---|---|---|
| Beneficial ownership | Common shares beneficially owned | 35,874 shares |
| Shares outstanding (reference) | As of March 19, 2025 | 79,138,243 shares |
| Ownership % | Beneficial ownership / shares outstanding | ~0.045% (35,874 / 79,138,243) |
| Unvested director equity | As of FY2024 year-end | None; director stock awards vest immediately |
| Pledged shares | Policy prohibits pledging company securities | Prohibited by insider trading policy |
| Hedging | Prohibited for directors | Prohibited by insider trading policy |
| Stock ownership guidelines | Non-employee directors must hold ≥4× annual cash board fee within 5 years | All non-employee directors have met guidelines |
Governance Assessment
- Committee leadership & engagement: Chase chairs the CSR Committee (ESG oversight integrated with strategy) and serves on Nominating & Governance and Risk Committees—roles that directly influence board composition, succession, enterprise risk, and ESG posture .
- Independence & alignment: Classified independent; adheres to anti-hedging/anti-pledging policy; meets stringent director ownership guidelines (≥4× cash fee), supporting alignment with shareholders .
- Attendance/engagement: Board met 5 times in FY2024; each director attended ≥75%; executive sessions held regularly, indicating strong independent oversight .
- Compensation mix signaling: Stable, modest cash retainer with immediate-vesting stock grants; no options for Chase; board compensation unchanged through May 2026—suggests conservative, shareholder-aligned director pay .
- Shareholder support: At the May 15, 2025 annual meeting, Chase received 41,133,866 “For” votes vs. 3,519,481 “Against” and 199,987 abstentions; say-on-pay passed with 36,717,432 “For,” 7,633,289 “Against,” and 502,613 abstentions—indicating broad investor support of governance and compensation frameworks .
- Related-party/RED FLAGS: No FY2024 related-party transactions; insider trading policy bans hedging/pledging; no director tax gross-ups; no director-specific conflicts disclosed. RED FLAGS: None identified from filings .
Summary implication: Chase’s governance footprint (CSR chair; N&G and Risk member), independence, policy adherence, and ownership alignment support investor confidence; her strong external network and diversity leadership add strategic perspective while presenting low conflict risk per disclosures .