Cindy Matthews-Morales
Chief Financial Officer and Secretary and Member of the Executive Committee at BRIDGFORD FOODS
Executive
About Cindy Matthews-Morales
Cindy Matthews-Morales is Chief Financial Officer (since Oct 2022) and Secretary (since 2006) at Bridgford Foods; she previously served as Corporate Controller from 2000–Oct 2022 and holds an MBA (Accounting) from California State University, Fullerton . Age 54, she sits on the three-person Executive Committee that functions as the company’s CEO equivalent . Company pay-versus-performance disclosures over her tenure show declining TSR (Index value of a $100 investment: 2022: 106.05; 2023: 89.51; 2024: 76.04) and net income volatility (2022: $45.066M; 2023: $3.474M; 2024: $(3.381)M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bridgford Foods Corporation | Corporate Controller | 2000–Oct 2022 | Led accounting, cash management; deep operational understanding |
| Bridgford Foods Corporation | Secretary | 2006–Present | Corporate governance/secretariat responsibilities |
External Roles
No external directorships or outside roles are disclosed for Ms. Matthews-Morales in the proxy biography .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $312,000 | $321,360 |
| Bonus | $165,351 | $0 |
| Stock Awards | $0 (no grants) | $0 (no grants) |
| Option Awards | $0 (no grants) | $0 (no grants) |
| Non-Equity Incentive Plan Comp | $0 (not utilized) | $0 (not utilized) |
| Change in Pension Value | $43,378 | $10,372 |
| All Other Compensation | $21,200 | $21,800 |
| Total | $541,929 | $353,532 |
| Notes | FY23 all other comp includes 401(k) match; $8,000 health benefit offset policy applies generally | Same components as FY23 (401k match; $8,000 health benefit offset) |
Additional context:
- Weekly base rate: FY2024 set at $6,180/week for Executive Committee; FY2025 increased to $6,366/week (pro rata if < full-time) .
Performance Compensation
| Year | Incentive Type | Metric/Design | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Discretionary Cash Bonus | No pre-set targets; correlated with Company financial results; Compensation Committee discretion | Not pre-set | Company chose not to award bonuses | $0 | N/A |
| 2023 | Discretionary Cash Bonus | No pre-set targets; correlated with Company financial results; Compensation Committee discretion | Not pre-set | Positive results considered | $165,351 | N/A |
Long-term equity incentives:
- No stock options, RSUs, PSUs granted in FY2023 or FY2024; plan expired in 2009; no outstanding equity awards as of FY2024 year-end .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 7, 2025) | 0 shares; <1% ownership |
| Shares Outstanding (for % calc) | 9,076,832 |
| Options (Exercisable/Unexercisable) | None outstanding |
| RSUs/PSUs (Vested/Unvested) | None outstanding |
| Shares Pledged | No pledging disclosure; insider policy prohibits hedging transactions (collars, swaps, etc.) |
| Section 16 Filings | Form 3 filed 9/15/2023; reports “No securities are beneficially owned.” |
Pension/retirement benefits:
- Present value of accumulated defined benefit (Administrative and Sales Employees Plan): FY2023: $43,378; FY2024: $53,750; 24 years credited service as of FY2024 .
Employment Terms
- Role/Tenure: CFO since October 2022; Secretary since 2006; employee since 2000 .
- Employment Agreements: None; no severance or change-of-control agreements for any NEOs .
- Change-of-Control Economics: None (no severance/CIC arrangements) .
- Equity Plans: 1999 plan expired 2009; no equity awards outstanding or granted in FY2023–FY2024 .
- Clawback: Not specifically disclosed; insider trading policy and code of ethics disclosed .
- Hedging/Pledging: Hedging prohibited by policy (prepaid forwards, swaps, collars, exchange funds). No explicit pledging policy disclosed .
- Perquisites: No aircraft; executives generally do not receive significant perquisites. Post-retirement healthcare available to certain executives subject to caps (max $100,000 per year per retiree) .
- Compensation Committee: Independent directors; met once in FY2024; generally does not use a paid compensation consultant; uses competitive data periodically .
- Say-on-Pay: Shareholders approved NEO compensation at 2024 meeting; triennial frequency (next in 2026) .
Investment Implications
- Pay-for-performance linkage is primarily discretionary cash bonuses tied to profitability (no formulaic targets), with no equity grants or outstanding equity awards; this reduces equity-driven selling pressure but also limits long-term equity alignment for the CFO (0 shares owned; no RSUs/options) .
- Absence of employment, severance, or change-of-control protections can lower potential change-of-control costs but may elevate retention risk for key executives during volatile periods (no severance/CIC; at-will) .
- Pension value accruals are modest relative to cash pay and reflect the frozen plan’s dynamics (Cindy PVAB: $43,378 in FY2023 to $53,750 in FY2024), implying limited long-term “golden handcuffs” from retirement benefits .
- Governance context: controlled company with family majority ownership; Compensation Committee independent and focused on cost control and margins; hedging prohibited; no formal compensation peer group or consultant (limits pay inflation risk but may reduce market benchmarking rigor) .
- Company performance under her tenure shows TSR drawdown and a net loss in FY2024 after profitability in FY2023; with bonuses withheld for FY2024, compensation outcomes have been responsive to results, but the lack of explicit metrics reduces transparency for investors tracking pay-for-performance alignment .
Appendices
Executive Bio (extract)
- “Cindy Matthews-Morales has served as Chief Financial Officer and a member of the Executive Committee since October 2022... Secretary since 2006... Corporate Controller from 2000 until October 2022... MBA (Accounting) from California State University, Fullerton.”
Pay versus Performance (company-level)
| Year | TSR Index (Base $100 at 10/29/2021) | Net (Loss) Income |
|---|---|---|
| 2022 | 106.05 | $45,066,000 |
| 2023 | 89.51 | $3,474,000 |
| 2024 | 76.04 | $(3,381,000) |