Robert Mills - Director | B&G Foods (BGS) Executive Profile & Compensation

About Robert D. Mills

Independent director at B&G Foods since March 2018; age 52 as of March 25, 2025 . Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer at Tractor Supply Company (NASDAQ: TSCO) since August 2018; prior roles include SVP/CIO at Tractor Supply (2014–2018), CIO at Ulta Beauty (2011–2014), and VP Online CIO at Sears Holdings (2005–2011) . Recognized for leadership in information technology, cybersecurity, digital operations, and strategic planning . Determined independent by the board under NYSE and SEC standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tractor Supply Company	SVP, Chief Information & Strategy Officer	2014–Aug 2018	Led technology and strategy; cybersecurity oversight
Ulta Beauty Inc.	Chief Information Officer	2011–2014	Enterprise IT leadership
Sears Holdings Corp.	VP, Online Chief Information Officer	2005–2011	E-commerce technology

External Roles

Organization	Role	Tenure	Committees/Impact
Tractor Supply Company (NASDAQ: TSCO)	EVP, Chief Technology, Digital Commerce & Strategy Officer	Aug 2018–present	Sets technology direction, oversees cybersecurity/privacy, digital operations, M&A strategy
RealTruck, Inc. (private)	Director	May 2022–present	Member, Audit & Technology Committee
National Retail Federation Chief Information Council	Chairman Emeritus	2020–2021	Industry leadership in retail tech

Board Governance

Committee assignments (FY2024): Chair, Risk Committee; Member, Nominating & Governance .
Committee meetings in FY2024: Audit (5), Compensation (5), Corporate Social Responsibility (4), Nominating & Governance (4), Risk (4) .
Independence: Affirmatively determined independent by the board; no material relationship with the company .
Attendance: Board met 5 times in FY2024; all directors attended at least 75% of aggregate board and committee meetings; non-management directors meet at least quarterly in executive session; independent directors meet at least annually .
Board leadership: Independent Chair; roles of Chair and CEO are separated per governance guidelines .

Fixed Compensation

Metric	FY2023	FY2024
Fees Earned or Paid in Cash	$110,000	$110,000
Committee Chair/Member Cash Fees	Included above (committee fee schedule below)	Included above (committee fee schedule below)
Annual Board Cash Fee (Program)	$75,000 for members; $165,000 for Chair (program terms)	$75,000 for members; $165,000 for Chair (program terms)
Committee Annual Fee—Chair	Audit $25,000; Comp $20,000; CSR $20,000; N&G $20,000; Risk $20,000	Audit $25,000; Comp $20,000; CSR $20,000; N&G $20,000; Risk $20,000
Committee Annual Fee—Member	$15,000 per committee	$15,000 per committee

Performance Compensation

Directors do not receive performance-based pay; equity grants vest immediately upon grant. Mills had no option awards outstanding.

Equity Grant Detail	FY2023	FY2024
Annual Common Stock Grant (all non-employee directors)	9,059 shares granted on June 1, 2023; vest immediately	12,948 shares granted on June 3, 2024; vest immediately
Option Awards (Mills)	None outstanding	None outstanding

Notes: Some directors may elect to receive cash board fees in stock options; Mills did not. Sherrill elected options and received 49,995 (2023) and 71,268 (2024) with set exercise prices; others (including Mills) had none .

Other Directorships & Interlocks

Company	Type	Role/Committee	Potential Interlock/Consideration
Tractor Supply Company (TSCO)	Public	EVP, Tech/Digital/Strategy	Executive role; not a disclosed related-party transaction with B&G Foods
RealTruck, Inc.	Private	Director; Audit & Technology Committee	Private company; no public-company interlock disclosed

Expertise & Qualifications

Cybersecurity, digital commerce, and emerging technologies experience; strategic planning and risk management experience (as reflected in board skills matrix) .
Chair of Risk Committee; oversight spans enterprise risk, cybersecurity/data privacy, strategic risk, and M&A integration/transition planning per charter .

Equity Ownership

Annual equity grants of common stock with immediate vesting (12,948 shares in 2024; 9,059 shares in 2023) .
Stock ownership guidelines for non-employee directors: required holdings equal to 4× annual cash board service fee; directors must reach threshold within five years; company states all non-employee directors have met guidelines within five years .
Insider trading policy prohibits hedging, margin accounts, and pledging of company securities for directors and employees .

Governance Assessment

Committee leadership: As Risk Committee Chair, Mills is positioned to influence enterprise risk and cybersecurity oversight—aligned with his professional domain expertise .
Independence and attendance: Independent status and at least 75% meeting attendance support board effectiveness; executive sessions occur regularly, reinforcing oversight .
Director pay mix: Standard structure with cash retainer and immediate-vesting stock; no options for Mills, which reduces risk of option-related misalignment; director fees unchanged across 2024/2025 and 2025/2026 cycles, suggesting cost discipline .
Ownership alignment: Stock ownership guidelines (4× cash fee) and anti-hedging/anti-pledging policy strengthen alignment and mitigate red flags .
Shareholder feedback: Say‑on‑pay passed with ~88% approval at the 2024 meeting; 2025 say‑on‑pay also approved (36,717,432 for; 7,633,289 against; 502,613 abstain), indicating stable investor support for compensation practices .

RED FLAGS

None disclosed relating to Mills in available proxy excerpts; immediate vesting of director equity (common in market practice) provides less performance linkage versus PSUs but is standard for outside directors .
No related‑party transactions tied to Mills identified in the reviewed sections; if needed, consult “Certain Relationships and Related Transactions” for granular verification .

Appendix: Committee Assignments (FY2024)

Committee	Role (Mills)	FY2024 Meetings
Risk	Chair	4
Nominating & Governance	Member	4