Dennis Mullen
B&G FoodsAbout Dennis Mullen
Dennis M. Mullen, age 71, has served as an independent director of B&G Foods since 2006. He is a founder and partner of The Mullen Group, LLC (since 2011), and previously led New York State’s Empire State Development Corporation as Chairman, President and CEO (June 2009–Feb 2011) after serving as Upstate President (Sep 2008–Jun 2009). Earlier, he was President & CEO of Greater Rochester Enterprise (2005–Aug 2008) and President & CEO (1998–2005), Chairman (2002–2005), and director (1996–2005) at Birds Eye Foods; prior roles include President & CEO of Globe Products Company, Inc. . The board has affirmatively determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empire State Development Corporation (NY) | Chairman, President & CEO; Commissioner, Dept. of Economic Development | Jun 2009–Feb 2011 | Oversaw statewide operations of NY’s primary economic development agency |
| Empire State Development Corporation (NY) | Upstate President | Sep 2008–Jun 2009 | Oversaw upstate operations |
| Greater Rochester Enterprise | President & CEO | 2005–Aug 2008 | Economic development leadership |
| Birds Eye Foods, Inc. | President & CEO | 1998–2005 | Led major food processor; board Chair 2002–2005; director 1996–2005 |
| Globe Products Company, Inc. | President & CEO | Prior to 1998 | Leadership in manufacturing |
| The Mullen Group, LLC | Founder & Partner | 2011–Present | Strategic advisory: economic development, government/community relations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foster Farms | Director | Current | Leading poultry producer in Western U.S. |
| Grocery Manufacturers Association | Director | Former | Industry trade association |
Board Governance
- Independence: Determined independent; no material relationship with the company .
- Committee assignments (FY2024): Audit (member), Compensation (member), Corporate Social Responsibility (member); not on Nominating & Governance or Risk .
- Committee chairs (FY2024): Audit—DeAnn L. Brunts; Compensation—Alfred Poe; CSR—Debra Martin Chase; Nominating & Governance—Charles F. Marcy; Risk—Robert D. Mills .
- Audit committee financial expert: Board designated Ms. Brunts and Messrs. Marcy, Mullen, and Poe as audit committee financial experts .
- Meeting cadence: Board met 5 times in FY2024; each director attended at least 75% of board and committee meetings; nine of ten directors attended the 2024 annual meeting; non-management directors meet at least quarterly in executive session; independent directors meet at least annually .
- Chair: Independent Chair of the Board (Stephen C. Sherrill), ex-officio, non-voting, non-paid member of the compensation committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Fee (Member) | $75,000 | Cash or at director’s election, options |
| Committee Member Fees | $45,000 | $15,000 per committee; Audit, Compensation, CSR memberships (3) |
| Total Cash Fees (FY2024) | $120,000 | As reported in director compensation table |
- Board compensation unchanged for June 2024–May 2025 and June 2025–May 2026 periods per compensation committee review .
- Payment calendar runs June–May; directors may elect options for the annual board service fee by Dec 31 preceding the grant year .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Stock Award | Jun 3, 2024 | 12,948 shares | $124,171 | Immediate vesting upon grant |
| Stock Options (FY2024) | — | None | — | No options outstanding as of Dec 28, 2024 for Mullen |
- Program design: Non-employee directors receive an annual equity grant of common stock (approx. $130,000, shares determined by 30-day average price post-annual meeting); awards vest immediately .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to BGS | Notable Interlocks/Transactions |
|---|---|---|---|
| Foster Farms | Private | Poultry producer (food industry adjacency) | No related-party transactions disclosed in FY2024 |
| Grocery Manufacturers Association | Trade Association | Industry body | None disclosed |
- Related party transactions: None in FY2024 with any director or executive officer; policy requires independent committee review/approval of any related-party transactions .
Expertise & Qualifications
- Financial oversight: Audit committee financial expert designation .
- Food industry leadership: Former CEO/Chair roles at Birds Eye Foods; strategic planning, corporate governance, and executive compensation experience .
- Public-sector economic development: Senior leadership at ESDC enhances regulatory and government relations perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dennis M. Mullen | 78,084 | <1% | As of Mar 19, 2025; 79,138,243 shares outstanding |
- Options: None outstanding for Mullen as of Dec 28, 2024 .
- Director stock ownership guidelines: Non-employee directors must hold 4× annual cash board service fee; all non-employee directors met the guidelines within five years of becoming subject .
- Anti-hedging/limited windows: Insider trading policy with pre-clearance and anti-hedging policy applies to directors .
- Pledging: No pledging disclosed for Mullen; footnotes identify spousal/foundation holdings for other directors only .
Governance Assessment
- Board effectiveness: Strong audit oversight with Mullen designated as an audit committee financial expert; multi-committee service (Audit, Compensation, CSR) indicates active engagement .
- Alignment: Immediate-vesting annual stock grants and stock ownership guidelines (4× cash fee) support alignment; Mullen’s beneficial holdings are meaningful for a director, with no options outstanding or pledges disclosed .
- Independence/attendance: Affirmed independent; attendance thresholds met; regular executive sessions and independent chair bolster governance quality .
- Compensation structure signals: Stable board pay (no changes through May 2026) and absence of discretionary meeting fees or complex option packages (other than elective board fee options) reduce pay-related risk; Mullen did not elect options and had none outstanding .
RED FLAGS
- None disclosed for Mullen in FY2024 related to related-party transactions, pledging, or low attendance .
- External board at Foster Farms noted for industry adjacency; no transactions disclosed with B&G Foods (mitigates conflict risk) .