John V. Simmons
About John V. Simmons
John V. Simmons (age 69 as of February 24, 2025) is a long-tenured Bridgford Foods executive who has served on the Board since 2011. He is currently Vice President (since November 2021), previously served as President (2006–November 2021), was a member of the Executive Committee (2006–November 2023), and began his career at the Company in 1979. He holds a B.A. in Psychology from the University of Wisconsin. The Board cites his expertise in marketing, product R&D, trade relations, and operations as core credentials for Board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgford Foods Corporation | Vice President | Nov 2021–present | Deep experience in marketing, product R&D, trade relations, operations cited by Board as qualifications |
| Bridgford Foods Corporation | President | 2006–Nov 2021 | Member, Executive Committee (2006–Nov 2023) managing company alongside other executives |
| Bridgford Foods Corporation | Vice President | 2000–2006 | Operational leadership prior to President role |
| Bridgford Foods Corporation | Employee (various roles) | 1979–present | Progressive responsibility across functions |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | — | — | No public company directorships in the past five years disclosed for any BRID director, including Simmons |
Board Governance
- Independence: Not independent (employee director). BRID is a “controlled company” (≈80% owned by Bridgford Industries Inc.) and thus exempt from some Nasdaq independence requirements. Audit and Compensation committees are nonetheless fully independent (Andrews, Scott, Schott); employee directors (including Simmons) are not independent .
- Committee assignments: Member of the Nominating Committee; not listed as a member of the Audit or Compensation committees .
- Committee chairs: Audit Committee Chair—Todd C. Andrews; Compensation Committee Chair—D. Gregory Scott .
- Board and committee activity/attendance: Board held 11 regular meetings in FY2024; all directors attended at least 75% of aggregate Board/committee meetings (no individual shortfalls disclosed) .
- Compensation Committee activity: Met once during FY2024 .
Fixed Compensation
| Year | Base Salary ($) | 401(k) Match ($) | Health Benefit Offset ($) | Change in Pension Value ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 250,000 | 13,800 | 8,000 | 18,170 | Employee directors receive no director fees; total reported comp (director table basis) $294,688 |
| 2023 | 312,000 | 21,200 | 8,000 (offset to cancellation of health benefits) | $0 per SEC presentation; footnote indicates a negative -$40,876 change not shown in table totals | Reported in NEO Summary Comp Table for 2023 |
Pension programs (employee director section):
- Primary defined benefit plan present value (as of FY2024): $542,305; credited service 45 years; no payments during year .
- Prior year (FY2023) present value: $524,135; credited service 44 years; no payments during year .
- SERP: No present value recorded for Simmons; SERP values disclosed only for William L. Bridgford .
Performance Compensation
| Year | Plan Type | Pre-set Targets | Primary Metrics/Framework | Bonus/Payout ($) | Awarding Authority |
|---|---|---|---|---|---|
| 2024 | Discretionary cash bonus | No (no specific targets communicated in advance) | Company financial performance emphasis; cost control and profitability; bonuses discretionary based on results and Committee judgment | 4,718 (Simmons) | Compensation Committee (independent directors) |
| 2023 | Discretionary cash bonus | No (no specific targets communicated in advance) | Profit objectives and overall pre-tax profitability; fully discretionary | 165,351 (Simmons) | Compensation Committee |
Equity and option awards:
- No stock or option awards granted in FY2024 or FY2023; 1999 Stock Incentive Plan expired in 2009; no outstanding options or stock awards .
Severance/Change-in-control:
- Company discloses no severance or change-in-control agreements with any NEOs; no employment agreements with NEOs; no specific severance arrangements disclosed for Simmons .
Clawback/Perquisites:
- No significant perquisites provided to executives; no aircraft; standard health/welfare programs; post-retirement healthcare for certain executives subject to plan limits .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None (past five years) |
| Known interlocks/conflicts | None disclosed for Simmons. Company-level related-party relationships include legal services from a firm where Richard K. Bridgford (son of director Allan L. Sr.) is a partner (≈$187k in FY2024; ≈$88k in FY2023), and consulting arrangements with Allan L. Bridgford Jr. (≈$253,350 in FY2024; ≈$130,800 in FY2023) and Allan L. Bridgford Sr. ($256,250 in FY2024); Audit Committee reviews/approves related-party transactions per charter . |
Expertise & Qualifications
- 45+ years with the Company, spanning marketing, product R&D, trade relations, and operations; Board cites these as qualifications .
- B.A., Psychology (University of Wisconsin) .
- Long-tenured operator perspective; not designated an Audit Committee financial expert (that designation cited for another director) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| John V. Simmons | 363 | <1% (“*”) | As of Feb 7, 2025; no pledging disclosed; beneficial ownership per SEC rules |
| All directors and executive officers as a group (11 persons) | 7,325,295 | 80.7% | Dominated by Bridgford Industries Inc.’s 7,156,396 shares (78.8%) |
Insider trading and Section 16:
- Proxy states all Section 16(a) filing requirements were complied with for FY2024; no Form 4 transaction detail for Simmons is included in the proxy .
Governance Assessment
-
Strengths:
- Deep operating experience and institutional knowledge; multi-decade tenure; relevant functional expertise (marketing, product, operations) .
- Regular attendance; Board met 11 times in FY2024; all directors ≥75% attendance .
- Not on Audit/Comp committees; those committees comprised solely of independent directors despite controlled company exemption—positive for oversight .
-
Concerns/Watch items:
- Independence: Simmons is an employee director and therefore not independent; he serves on the Nominating Committee, which may include non-independent members given controlled company status—potentially weaker independence in nominations/governance .
- Alignment: Extremely low personal stock ownership (363 shares) relative to control bloc; company has not used equity incentives for years—limits direct stock-based alignment for executives/directors .
- Pay structure: Heavy reliance on discretionary cash bonuses without pre-set targets; in weak years Committee can zero out awards (FY2024 NEOs received none), but lacks transparent pay-for-performance rigor (metrics/thresholds) .
- Related-party ecosystem: Significant family-related consulting and legal fee arrangements at the company-level (not involving Simmons) require ongoing Audit Committee scrutiny, though a review policy is in place .
-
Net view for investors:
- Simmons contributes seasoned operating insight and steady engagement. The primary governance risks stem from controlled-company dynamics (limited independence and concentrated control), low personal ownership alignment, and discretionary (non-formulaic) bonus design. Continuous monitoring of related-party transactions and committee independence remains warranted .