Baron R. H. Bridgford II

About Baron R. H. Bridgford II

Baron R. H. Bridgford II is President and Chairman of the Executive Committee at Bridgford Foods (since October 2021), age 42 as of the 2025 proxy. He holds a B.S. in Business Administration from the University of Colorado and previously led the Chicago Meat Snack division (2008–2021) with hands-on experience across DSD distribution, route operations, key account management, and building co-packing/warehouse business in Chicago . Pay-versus-performance disclosure indicates company TSR on a $100 base declined to $89.51 in 2023 from $106.05 in 2022, while net income fell from $45.066 million (2022) to $3.474 million (2023), aligning with fully discretionary bonus practices that emphasize pretax income and unit profitability but are not formulaic or TSR-linked .

Past Roles

External Roles

Fixed Compensation

Notes:

• Executive Committee members historically receive the same base salary and discretionary cash bonus, with reductions for less than full-time schedules; the Executive Committee acts as the CEO function .
• No equity awards were granted in FY2023–FY2024; no outstanding options or stock awards as of fiscal year-end 2023 and 2024 .

Performance Compensation

Additional compensation-structure points:

• No non-equity incentive plan (i.e., formulaic plan) used in FY2022–FY2024; bonuses are discretionary .
• No stock, RSU, PSU, or option awards granted to NEOs in FY2023–FY2024; no outstanding equity at year-end; 1999 Stock Incentive Plan expired April 29, 2009 .

Equity Ownership & Alignment

Beneficial ownership snapshot (as of Feb 7, 2025):

• Baron R. H. Bridgford II: 305 shares; “*” denotes less than 1%
• Shares outstanding: 9,076,832

Employment Terms

• Employment agreement: The company has no employment agreements with any NEOs, including Baron .
• Severance/change-of-control: No severance, change-of-control, or similar agreements with any NEOs .
• Executive election/tenure: Executive officers (Executive Committee) are elected annually to serve at the pleasure of the Board; Baron has served as President and Executive Committee member since October 2021 .
• Non-compete/non-solicit/garden leave: Not disclosed.
• Clawback policy: Not disclosed in the cited sections; insider trading policy referenced but not a clawback .

Pension and Deferred Compensation

Notes:

• Change in pension value entries in SCT for Baron were negative in FY2023 (reported as $0 per SEC rules) and $3,670 in FY2024 .
• Non-qualified deferred compensation: No amounts disclosed for Baron in FY2023–FY2024 tables; CFO showed positive change in FY2023 .

Governance, Committees, and Say-on-Pay

• Compensation Committee: D. Gregory Scott (Chair), Todd C. Andrews, Mary Schott; all independent despite “controlled company” status .
• Say-on-Pay: Shareholders approved NEO compensation at the 2023 Annual Meeting; company will hold next say-on-pay in 2026; frequency vote set to every three years .

Performance and Pay Versus Performance Indicators

• Narrative: Company emphasizes cost control and margin improvement; discretionary bonuses keyed to profit objectives and pretax income, but not tied directly to TSR; Executive Committee members historically receive equal base and bonus .

Track Record and Background Highlights

• Tenure and progression: President since Oct 2021; 13 years prior leading Meat Snack division; early-career DSD route/route specialist roles .
• Strategic initiatives: Developed co-packing and warehouse business at Chicago plant; collaborates on HQ calls with largest customers .
• Board role: Not listed among director nominees/board members; serves as an executive officer and on the Executive Committee .

Compensation Structure Analysis

• Mix shift: No equity awards since at least FY2022; compensation is largely base plus discretionary cash bonus (when paid). Absence of equity lowers scheduled vesting/selling pressure but reduces direct stock-based alignment .
• Performance linkage: Bonuses are discretionary and correlated with business unit objectives and Company pretax income; no disclosed weights/targets; no TSR linkage .
• Guarantees and at-risk pay: Base increased modestly (FY2022→FY2024), bonuses paid in FY2022–FY2023 but not in FY2024 as profitability deteriorated, consistent with pay-for-performance narrative .
• Repricing/modifications: None disclosed (no active equity plan) .

Risk Indicators and Red Flags

• Hedging: Prohibited by insider trading policy (mitigates misalignment/hedging risk) .
• Pledging: Not disclosed; absence of explicit anti-pledging disclosure .
• Employment/severance protections: None; no severance or change-of-control benefits for NEOs, which may reduce “golden parachute” risk but could increase retention risk in a competitive market .
• Controlled company: Bridgford Industries Incorporated controls ~78.8% of shares; multiple family members in leadership; governance mitigated by independent Compensation Committee .

Investment Implications

• Alignment: Direct ownership by Baron is de minimis (305 shares), but indirect family alignment exists via his 0.60% voting stake in BII, which controls 78.8% of BRID; absence of equity awards reduces near-term selling pressure from vesting but weakens direct executive-stock alignment .
• Incentive design: Discretionary cash bonuses tied to pretax income and business unit results are flexible but lack transparent targets/weighting; with TSR down in 2023 and net income materially lower, 2024 bonuses were not paid, indicating some pay-for-performance sensitivity albeit via discretion .
• Retention/continuity: No employment, severance, or change-of-control agreements; as a family-controlled enterprise, key-person risk is partly mitigated by family tenure, but lack of formal protections could pose retention/transition risk in adverse scenarios .
• Trading signals: No equity grant overhang or vesting calendars; any insider flows would be open-market and governed by stringent hedging prohibitions. Ownership concentration at BII suggests low public float and potential illiquidity considerations for traders .