Stephen Sherrill
B&G FoodsAbout Stephen C. Sherrill
Stephen C. Sherrill, age 71, serves as independent Chair of the Board of B&G Foods; he has been a director since the company’s formation in 1996 and Chair since 2005 . He is a founder and Managing Director of BRS, Inc. (formerly Bruckmann, Rosser, Sherrill & Co.), the private equity firm that was B&G Foods’ controlling stockholder from 1996 until the 2004 IPO; earlier he was an officer at Citicorp Venture Capital (1983–1994) and an associate at Paul, Weiss, Rifkind, Wharton & Garrison . His core credentials center on private equity investing, M&A execution, and debt/equity financing expertise, which the board cites as valuable to B&G’s acquisition-led growth strategy .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Citicorp Venture Capital | Officer | 1983–1994 | Capital formation and investment oversight experience |
| Paul, Weiss, Rifkind, Wharton & Garrison | Associate | Prior to 1983 | Legal training; corporate transactions background |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| BRS, Inc. (private equity) | Founder & Managing Director | Since 1995 | Private equity leadership; historical controlling stockholder of B&G pre‑IPO |
| BRS Outdoor Holdings LLC | Director | Current | Portfolio oversight (Gamo, Crosman, Daisy brands) |
| Royal Robbins, Inc. | Director | Prior | Consumer brand governance experience |
| Ruth’s Chris Steak House, Inc. | Director | Prior | Public company board experience |
| Remington Arms Company, Inc. | Director | Prior | Industrial/consumer experience |
| Reliance Electric Company | Director | Prior | Industrial operations oversight |
| Zatarain’s Brands Inc. | Director | Prior | Packaged foods brand oversight |
Board Governance
- Independence: The board affirmatively determined Stephen C. Sherrill is independent under NYSE and SEC rules .
- Board leadership: B&G mandatorily separates Chair and CEO roles; the Chair is an independent director who presides over executive sessions .
- Committee assignments: Ex‑officio, non‑voting, non‑paid member of the Compensation Committee; otherwise not listed as a standing committee member .
- Attendance: In fiscal 2024 the board met five times; each director (including Sherrill) attended at least 75% of applicable board and committee meetings; nine of ten directors attended the 2024 annual meeting .
- Committee meeting cadence (FY2024): Audit 5; Compensation 5; Corporate Social Responsibility 4; Nominating & Governance 4; Risk 4 .
| Committee | Role for S. Sherrill | FY2024 Meetings |
|---|---|---|
| Board of Directors | Independent Chair | 5 |
| Compensation | Ex‑officio, non‑voting, non‑paid member | 5 |
| Audit | Not a member | 5 |
| Corporate Social Responsibility | Not a member | 4 |
| Nominating & Governance | Not a member | 4 |
| Risk | Not a member | 4 |
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual Board Fee — Chair | $165,000 | Payable in cash or equivalent value of options, election by Dec 31 prior year |
| FY2024 Fees Earned/Paid in Cash | $0 | Sherrill elected options in lieu of cash for the annual board fee |
| Committee Fees (Chair/Member) | N/A | Sherrill’s comp committee role is ex‑officio, non‑paid |
| B&G Board Compensation Program (Context) | Amount / Terms |
|---|---|
| Annual Fee—Other Directors | $75,000 (cash or options) |
| Annual Equity Grant (Non‑employee directors) | ~$130,000 in common stock; shares determined by 30‑day average; vest immediately |
| Committee Chair Fees | Audit $25,000; Compensation/N&G/CSR/Risk $20,000 |
| Committee Member Fees | $15,000 per committee |
Performance Compensation (Director)
| Component | Grant Date | Quantity / Price | Grant Date Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Annual Equity (Common Stock) | Jun 3, 2024 | 12,948 shares | $124,171 | Immediate vesting on grant | None disclosed for director equity grants |
| Annual Board Fee (as Options, elected) | Jun 3, 2024 | 71,268 options @ $9.59 | $165,000 | Vest 100% on Jun 3, 2025 | None disclosed for director option grants |
Notes: Stock award fair value per FASB ASC 718; options valued via Black‑Scholes. Directors may elect cash or equivalent value of options for board fee; grant timing predetermined in early June; director equity awards are not tied to performance conditions .
Other Directorships & Interlocks
- Private equity link: Founder/MD of BRS, Inc.; BRS was B&G’s controlling stockholder until the 2004 IPO .
- Current outside board: BRS Outdoor Holdings LLC .
- Related party review policy: Independent committee reviews and approves related‑party transactions; none occurred or are proposed for fiscal 2024 .
Expertise & Qualifications
- Private equity/M&A and capital markets expertise; board notes his guidance on acquisitions and debt/equity financing is “invaluable” for B&G’s growth‑through‑acquisition strategy .
- Not designated as an Audit Committee financial expert; designated experts are Brunts, Marcy, Mullen, Poe .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 19, 2025) | 601,541 shares; less than 1% of 79,138,243 shares outstanding |
| Options outstanding (Dec 28, 2024) | 299,725 total; 228,457 vested; 71,268 vest on Jun 3, 2025 |
| Shares from FY2024 annual grant | 12,948 shares; vested immediately |
| Shares pledged as collateral | Prohibited by company insider trading policy (no pledging/margin) |
| Director stock ownership guidelines | Must hold ≥4x annual cash board service fee; all non‑employee directors met within five years |
| Charitable foundation holdings | Includes 20,000 shares held by a private charitable foundation over which Sherrill shares voting/dispositive power; he disclaims beneficial ownership (no pecuniary interest) |
Governance Assessment
- Strengths: Independent Chair role separated from CEO; presides over executive sessions and supports robust oversight; formal director ownership guidelines and anti‑hedging/anti‑pledging policy reinforce alignment; fiscal 2024 attendance threshold met; Say‑on‑Pay support of ~88% in 2024 indicates investor acceptance of compensation practices .
- Compensation mix: Sherrill’s election to receive the Chair retainer entirely in options (rather than cash) increases equity alignment and at‑risk posture; immediate‑vesting stock grants provide ongoing ownership exposure .
- Committee engagement: Ex‑officio presence on the Compensation Committee (non‑voting, non‑paid) supports informed board‑level oversight without concentration of decision rights .
- Conflicts monitoring: Despite historical ties to BRS (prior controlling stockholder), the board affirmatively deems him independent and reports no related‑party transactions for fiscal 2024; continued annual independence review and related‑party governance reduce perceived conflict risk .
RED FLAGS / Watch items: Historical private equity affiliation (BRS) as prior controlling stockholder warrants ongoing scrutiny of potential perceived influence; however, current independence determination and absence of related‑party transactions mitigate near‑term concerns .