Keith A. Ross
About Keith A. Ross
Keith A. Ross (age 62) is a real estate consultant who has served on Bridgford Foods Corporation’s Board since 2016. He attended San Diego State University and brings extensive real estate acquisition, development, project management, and marketing expertise; he also continues to provide real estate consulting services to the Company, which results in the Board classifying him as a non‑independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KR6, Inc. | President | 2005–present | Commercial real estate consulting; BRID paid KR6 $300,000 related to a June 2022 property sale closing (related‑party transaction) . |
| Centra Realty Corporation | Founder & Principal | 2001–present | Oversees land acquisitions, capital raises, design/engineering, construction, sales/leasing . |
| CT Realty (CTR) | Executive Vice President; member of Executive and Investment Committees | Aug 2013–2018 | Led development; sourced and closed commercial development opportunities . |
| Peligroso Spirits | Founder, President & CEO | Jun 2009–Jan 2014 | Company later sold to Diageo . |
| Koll Company | Various roles (project manager to marketing; led SoCal real estate development) | Early career (10+ years) | Led regional development efforts . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miocean (nonprofit) | Co‑Founder; Board Member | Not disclosed | Focused on addressing ocean urban run‑off pollution . |
Board Governance
- Independence: The Board determined Mr. Ross is not independent under NASDAQ Rule 5605 because he is a consultant to the Company .
- Committees: Listed as a member of the Nominating Committee; the full Board performs nominating functions (no separate independent nominating committee) .
- Committee leadership: No chair roles disclosed for Mr. Ross -.
- Attendance: In FY 2024 the Board held 11 regular meetings; all directors attended at least 75% of aggregate Board and committee meetings on which they served .
- Controlled company context: BRID is a “controlled company” (~80% owned by Bridgford Industries Inc.) and is exempt from certain NASDAQ independence requirements; Audit and Compensation Committees are nevertheless comprised of independent directors (Ross is not on those committees) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Ross) | $25,800 | $24,120 |
| Stock Awards | $0 | $0 |
| Option Awards | $0 | $0 |
| Non‑Equity Incentive Plan Comp | $0 | $0 |
| All Other Compensation | $0 | $0 |
| Total | $25,800 | $24,120 |
Additional structure (non‑employee directors, FY 2024):
- No annual retainer; per‑meeting Board fees ranged $2,580–$2,780. Audit Committee fees $350–$550 per meeting; no fees for Nominating or Compensation Committees .
Performance Compensation
| Component | FY 2023 | FY 2024 | Metrics/Vesting |
|---|---|---|---|
| Performance‑based cash | None disclosed | None disclosed | N/A |
| Equity awards (RSUs/PSUs/options) | None disclosed | None disclosed | N/A |
- No performance metrics, targets, or equity vesting schedules are disclosed for directors; compensation is primarily per‑meeting cash, reinforcing a non‑equity, non‑performance pay mix .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (past 5 years) | None for any BRID director, including Mr. Ross . |
| Interlocks with competitors/suppliers/customers | None disclosed . |
| Legal proceedings (Items 401(f)/103(c)(2)) | None for directors in last 10 years . |
Expertise & Qualifications
- Real estate acquisition and development, project management, marketing; Board cites these as qualifying attributes for his service .
- Background includes executive roles in real estate development and entrepreneurial experience through company formation and sale .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Keith A. Ross | — (no shares listed) | — (less than 1% not indicated) |
Policy context:
- Insider trading policy prohibits hedging transactions by directors and employees, but no separate director stock ownership guideline is disclosed in the proxy .
Related‑Party Transactions and Conflicts
- Mr. Ross is a consultant to the Company; the Board therefore deems him non‑independent .
- In June 2022, the Company paid $300,000 to KR6, Inc., an entity controlled by Mr. Ross, in connection with the closing of the sale of the Company’s Green Street property (Item 404 related‑party transaction). The proxy discloses he did not provide real‑estate consulting services to the Board and management during FY 2024 or FY 2023 .
- Related‑party transactions must be pre‑approved by the Audit Committee per the company’s policy (Amended and Restated Audit Committee Charter) .
Governance Assessment
-
Red flags
- Non‑independence: Mr. Ross is a consultant to the Company and thus not independent; BRID is a controlled company with reduced independence requirements, increasing potential governance risk .
- Related‑party exposure: Prior $300,000 payment to Mr. Ross’s KR6, Inc. on a property transaction (June 2022) indicates transactional ties; while none in FY 2023–2024, the ongoing consultant status can present conflicts, especially around real estate decisions .
- Alignment: No equity ownership disclosed for Mr. Ross and no equity‑based director compensation, limiting “skin‑in‑the‑game” alignment with minority shareholders .
-
Mitigants
- Audit Committee of independent directors pre‑approves related‑party transactions per policy; this provides a procedural control over potential conflicts .
- Mr. Ross is not on the Audit or Compensation Committees (which are independent); he is listed only for the Nominating functions conducted by the full Board, limiting his influence on pay/financial oversight -.
- Attendance/engagement: Board met 11 times in FY 2024 and all directors met the 75% attendance threshold, suggesting baseline engagement .
-
Implications for investors
- The combination of controlled company status, Mr. Ross’s non‑independence due to consulting, and lack of equity ownership may dampen investor confidence in board objectivity and alignment. Investors may scrutinize any future real estate transactions or consulting arrangements for potential conflicts, expecting robust Audit Committee oversight and transparent disclosure .