D. Gregory Scott
About D. Gregory Scott
D. Gregory Scott (age 68) is an independent director of Bridgford Foods Corporation who first joined the Board in 2006. He is a Certified Public Accountant (inactive), serves as Managing Director of Peak Holdings, LLC (≥5 years as of 2025), and the Board has determined he qualifies as an “audit committee financial expert” with financial sophistication under NASDAQ rules. His tenure on BRID’s Board is approximately 19 years, indicating long-standing governance continuity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peak Holdings, LLC | Managing Director | More than the past five years (as of 2025) | Investment management overseeing >3M sq ft of office/retail/warehouse space |
External Roles
| Category | Organization | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company directorships (past 5 yrs) | — | — | — | None of the directors served on other public boards in the past five years |
| Private company | Peak Holdings, LLC | Managing Director | More than the past five years (as of 2025) | Real estate/investment management |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NASDAQ Rule 5605; BRID is a “controlled company” (~80% owned by Bridgford Industries Inc.), exempt from certain independence requirements |
| Committees (FY2025) | Compensation Committee: Scott (Chair) with Andrews and Schott; Audit Committee: Andrews (Chair), Scott, Schott; Nominating: full Board |
| Committees (FY2024) | Audit Committee Report lists Andrews as Chair (2025); prior proxy listed Scott as Audit Chair (2024) alongside Schott and Andrews |
| Board meetings | 11 regularly scheduled monthly meetings in FY2024; all directors attended at least 75% of Board and assigned committee meetings |
| Committee activity FY2024 | Audit: 6 meetings; Compensation: 1 meeting; Nominating: 1 meeting (full Board) |
| Committee fees | Audit Committee members receive $350–$550 per meeting depending on length |
| Audit oversight | Audit Committee selects/ratifies independent auditor (Baker Tilly) and pre-approves audit and non-audit services; reviewed FY2024 audited financials on Jan 13, 2025 and recommended inclusion in Annual Report |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash (Scott) | Stock Awards | Option Awards | Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $26,120 | — | — | — | $26,120 |
| 2023 | $22,940 | — | — | — | $22,940 |
| Meeting-Based Pay Structure | FY2024 Board Meeting Fee | FY2023 Board Meeting Fee | Audit Committee Fee (per meeting) |
|---|---|---|---|
| Non-employee director fees (no annual retainer) | $2,580–$2,780 per Board meeting | $2,580 per Board meeting | $350–$550 depending on length |
Performance Compensation
No performance-based or equity compensation is disclosed for directors; BRID does not pay additional compensation for Compensation or Nominating Committee service.
| Executive Incentive Oversight (as Compensation Committee Chair) | Performance Metric | Description |
|---|---|---|
| Annual discretionary performance-based cash bonuses for NEOs | Pretax income and business unit profit objectives | Committee emphasizes cost control, margin improvement, and overall profitability based on pretax income; pay-for-performance philosophy |
Other Directorships & Interlocks
| Type | Entity | Role | Overlap with Customers/Suppliers | Notes |
|---|---|---|---|---|
| Public boards (past 5 yrs) | — | — | — | None |
| Private | Peak Holdings, LLC | Managing Director | Not disclosed | Real estate/investment management |
Expertise & Qualifications
- CPA (inactive); designated audit committee financial expert under SEC rules; financially sophisticated per NASDAQ .
- Managing Director in investment management/real estate with national portfolio scale (>3M sq ft), bringing finance and operations expertise to Board oversight .
- Governance role as Chair of Compensation Committee (FY2025), aligning executive pay philosophy with performance and cost discipline .
Equity Ownership
| Holder | Total Beneficially Owned Shares | Percent of Outstanding | Date | Shares Outstanding |
|---|---|---|---|---|
| D. Gregory Scott | 4,446 | <1% (asterisk) | As of Feb 7, 2025 | 9,076,832 |
Additional alignment provisions:
- Insider trading policy prohibits directors from hedging or offsetting decreases in BRID equity value (e.g., collars, exchange funds); pledging prohibition not explicitly disclosed in proxy .
Section 16 Compliance (Form 3/4/5)
| Person | Late Filings (FY2023 proxy disclosure) | Detail |
|---|---|---|
| D. Gregory Scott | Late Form 4s (one report; two purchase transactions) | Company disclosed late reports for multiple insiders; otherwise reported compliance |
Related Party Transactions (Context)
- No related-party transactions identified involving Scott. The Audit Committee (which includes Scott) pre-approves all related party transactions; notable relationships include consulting arrangements with Allan L. Bridgford, Sr. and Allan L. Bridgford, Jr., and a 2022 payment to KR6, Inc. (controlled by director Keith Ross) in connection with a property sale; the Company states it is not aware of other related-party transactions requiring Item 404 disclosure.
Governance Assessment
- Governance strengths: Independent director with audit committee financial expert designation; active committee roles (Compensation Chair; Audit member); documented pre-approval process for related-party transactions; robust Audit Committee activity and transparent auditor fee disclosure.
- Alignment concerns: Director pay is cash-only (no equity grants), no annual retainer, meeting-based fees; Scott’s personal ownership is small (<1%), limiting direct economic alignment with public float (context: controlled company structure).
- Controlled company risk: ~78.8% owned by Bridgford Industries Inc., exempting BRID from certain NASDAQ independence requirements; BRID nonetheless maintains independent Audit and Compensation Committees (Scott among them).
- Compliance signal: Prior-year late Section 16 filings include Scott; while not uncommon in small caps, late filings can be a procedural red flag to monitor for recurrence.
- Auditor oversight: Baker Tilly audit fees increased to ~$275,000 in FY2024 (from ~$218,500 in FY2023); Audit Committee (including Scott) reviewed independence and recommended inclusion of audited financials.
Overall, Scott brings finance and audit expertise with long tenure and independent status. Key investor considerations are BRID’s controlled-company profile, meeting-based cash compensation without equity components for directors, and limited personal share ownership by Scott, partially offset by strong committee governance and explicit hedging prohibitions for directors.