Allan L. Bridgford, Sr.
About Allan L. Bridgford, Sr.
Allan L. Bridgford, Sr. (age 89) is a long-tenured Bridgford Foods insider and current director; he originally served on the Board from 1952–2011, was reappointed in August 2019, and retired from employment effective October 29, 2021. He holds a B.A. in Economics from Stanford University and previously served as Vice President and Chairman of the Executive Committee; he continues to provide consulting services to the Company post-retirement . The Board classifies him as not independent under Nasdaq rules (controlled company status), reflecting his retired executive status, ongoing consulting, and family ties to the controlling shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgford Foods Corporation | Director (originally 1952–2011; reappointed Aug 2019–present) | 1952–2011; 2019–present | Member, Nominating Committee (full Board) |
| Bridgford Foods Corporation | Vice President; Chairman of the Executive Committee; Senior Chairman of the Board; Chairman of the Board | Employee since 1957; Exec Committee member since 1972; Chairman roles (1995–2011; 2006–2011; 2011–2021) | Operational and strategic leadership; extensive company/industry knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public companies | None disclosed (past five years) | — | — |
Board Governance
- Committee memberships: Nominating Committee (full Board); not on Audit or Compensation Committees .
- Committee chairs: Audit Committee Chair—Todd C. Andrews; Compensation Committee Chair—D. Gregory Scott; Allan Sr. holds no chair roles .
- Independence: Not independent (retired executive/consultant); Company is a “controlled company” (≈80% owned by Bridgford Industries Inc.), with independent directors limited to Andrews, Scott, Schott .
- Attendance/engagement: Board held 11 monthly meetings in FY2024; all directors attended at least 75% of Board and assigned committee meetings .
- Board leadership: Chairman of the Board (Michael W. Bridgford, not a director) calls executive sessions of independent directors as needed; no Lead Independent Director disclosed .
- Related-party oversight: Audit Committee (independent) pre-approves related-party transactions and oversees cybersecurity risk via IT Steering Committee .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Director fees (cash) | $0 | Did not receive director meeting fees; compensated via consulting instead |
| Consulting fees | $256,250 | Consulting agreement rate increased from $20,833.33/mo to $21,875.00/mo effective May 2024; terminable on 30 days’ notice |
Performance Compensation
| Performance-Based Component | FY2024 Detail | Metrics/Targets |
|---|---|---|
| Director equity awards (RSUs/Options) | None | No director equity programs; no performance metrics tied to director pay disclosed |
| Director cash incentives | None | No non-equity incentive plan or discretionary performance pay for directors disclosed |
Other Directorships & Interlocks
| Entity | Relationship | FY2024 Payments/Terms | Potential Conflict Indicator |
|---|---|---|---|
| Richard K. Bridgford (son) | General Counsel; partner in outside law firm | Board meeting fees: $29,280; Legal services billed ≈$187,000 | Family relationship; related-party legal services |
| Allan L. Bridgford, Jr. (son) | Consulting to Chicago plant | $1,260/day; total billed ≈$253,350; profit sharing accrued $0 (FY2024) | Family relationship; operational consulting |
| Allan L. Bridgford, Sr. | Consulting to Company (post-retirement) | $256,250 (FY2024) | Ongoing paid consulting; independence concerns |
Expertise & Qualifications
- Deep operating and governance experience at Bridgford Foods (decades of executive/committee roles) .
- Stanford Economics degree; extensive food industry and Company-specific knowledge .
Equity Ownership
| Holder | Direct/Indirect Beneficial Ownership | % of Outstanding Shares | Notes |
|---|---|---|---|
| Allan L. Bridgford, Sr. | 155,882 shares | 1.7% | Sole voting/investment power unless otherwise indicated |
| Bridgford Industries Incorporated (BII) | 7,156,396 shares | 78.8% | Directors of BII jointly vote all shares; Company is controlled by BII |
| Allan Sr.’s stake in BII | 16.49% of BII voting stock | — | Enhances indirect influence over BRID via BII |
Governance Assessment
- Alignment: Meaningful direct ownership (1.7%) and significant economic interest via 16.49% of BII, which controls 78.8% of BRID; strong “skin in the game,” but control concentration raises minority shareholder risk .
- Committee effectiveness: Audit and Compensation Committees are independent, with identified financial experts; they meet regularly and pre-approve related-party transactions, a necessary control given extensive family ties .
- Pay structure: Directors generally paid per meeting with no equity grants; Allan Sr. receives no director fees but substantial consulting cash compensation ($256,250), which weakens perceived independence and introduces related-party exposure .
- Attendance/engagement: Board met 11 times; all directors ≥75% attendance supports baseline engagement .
- Policies: Hedging prohibited for directors and employees, supporting alignment; no pledging policy disclosure identified .
RED FLAGS
- Not independent; retired executive and active paid consultant; member of controlling family with significant BII ownership .
- Multiple related-party transactions involving immediate family (legal services; operations consulting); requires vigilant Audit Committee oversight .
- Controlled company status reduces independence requirements (e.g., majority independent board not required), elevating governance risk for minority investors .
- No director equity program or ownership guideline disclosure; reliance on cash compensation (consulting) for Allan Sr. limits pay-for-performance alignment at the director level .
Neutral/Positive Signals
- Independent Audit Committee with financial experts; formal pre-approval of related-party transactions .
- Strong attendance and structured committee charters; cybersecurity oversight via IT Steering Committee .
- Say-on-pay cadence set (every three years); last say-on-pay approved in 2024, next scheduled for 2026 .