Mary Schott
About Mary Schott
Independent director of Bridgford Foods Corporation (BRID) since 2019; age 64 as of February 24, 2025. She is a CPA (active), designated by the Board as an “audit committee financial expert,” with prior CFO and chief accounting roles spanning gaming/hospitality, tribal government, and title insurance sectors. Education: EMBA, Claremont Graduate University; B.S. Accounting, Cal Poly Pomona. No other public company directorships in the past five years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Commerce Club, Inc. (private) | Chief Financial Officer and Corporate Secretary | Mar 2014 – Jan 2020 | Senior financial leadership in gaming/hospitality |
| San Manuel Band of Mission Indians | Chief Financial Officer | 2007 – 2013 | Enterprise CFO for sovereign tribal organization |
| First American Title Insurance Company (publicly traded financial services company) | Chief Accounting Officer | 2003 – 2007 | Led accounting at large title insurer |
External Roles
| Organization/Body | Role | Dates | Notes |
|---|---|---|---|
| Financial services industry | Consultant | Current | Independent consulting practice |
| California Society of CPAs; AICPA | Member | Current | Professional affiliations |
| Public company boards (last 5 years) | — | — | None disclosed |
Board Governance
- Independence: The Board has determined Ms. Schott is an “independent director” under NASDAQ Rule 5605; BRID is a “controlled company” (≈78.8% held by Bridgford Industries Inc.) and exempt from certain independence requirements.
- Committee assignments:
- Audit Committee (member); the committee consists of Andrews (Chair), Scott, Schott; all three are independent, and all three are designated “audit committee financial experts.”
- Compensation Committee (member); committee consists of Scott (Chair), Andrews, Schott; all three are independent.
- Nominating Committee: performed by the full Board; she participates as a director.
- Attendance and engagement: In FY2024, the Board held 11 regular meetings; all directors attended at least 75% of Board and committee meetings on which they served; Audit met six times; Compensation met once; Nominating (full Board) met once. All directors attended the 2024 Annual Meeting (virtual).
- Board leadership/structure context: BRID has no CEO; an Executive Committee acts in the CEO capacity. The Chairman of the Board (Michael W. Bridgford) is not a director, and has authority (e.g., to call executive sessions of independents).
Fixed Compensation (Director Pay)
| Component | FY2024 Amount/Terms | Notes |
|---|---|---|
| Fees earned (cash) – Mary Schott | $30,680 | Total cash fees as a director in FY2024 |
| Board meeting fees (non-employee directors) | $2,580–$2,780 per meeting | No annual retainer; pay per meeting attended |
| Audit Committee meeting fees | $350–$550 per meeting | Paid per Audit meeting attended; 6 meetings held in FY2024 |
| Compensation/Nominating Committee fees | $0 | No additional compensation for service on these committees in FY2024 |
| Equity/Option awards to directors | $0 | No stock or option awards to directors in FY2024 |
Performance Compensation
| Performance-Linked Component | Structure | FY2024 Detail |
|---|---|---|
| None disclosed for directors | No director equity grants, PSUs/RSUs, or cash performance plans disclosed | No performance metrics or targets disclosed for director pay in FY2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None (public company boards in last 5 years) | — | — | None disclosed |
Expertise & Qualifications
- CPA (active); designated “audit committee financial expert”; financially sophisticated per NASDAQ rules.
- Expertise includes finance, accounting, strategic planning, risk management, portfolio development, M&A (acquisitions/divestitures), and governance protocols.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mary Schott | 0 | <1% | Beneficial ownership table shows “—” for Ms. Schott; 9,076,832 shares outstanding at 2/7/2025 reference date for percentages |
| Hedging/Pledging | Hedging prohibited by policy | — | Insider trading policy prohibits hedging for directors |
Governance Assessment
- Strengths:
- Independent director with CPA and “audit committee financial expert” credentials; serves on both Audit and Compensation committees that are fully independent at a controlled company, enhancing oversight on financial reporting and pay.
- Attendance/engagement indicators are solid (≥75% across Board/committees; Audit met 6x; Compensation 1x; Nominating 1x; Board 11x).
- No other public boards in last five years (reduced interlock risk).
- Alignment/compensation signals:
- Director pay is entirely in cash (per-meeting fees); no equity component for directors, which may limit long-term ownership alignment relative to best practices.
- Ms. Schott reported 0 shares owned as of the record date, indicating minimal “skin in the game” absent any guideline disclosure.
- Conflict environment (board-level context, not specific to Ms. Schott):
- Controlled company status with ~78.8% ownership by Bridgford Industries Incorporated; several directors/executives are family members; multiple related-party consulting and legal arrangements with Bridgford family members and affiliates (e.g., consulting fees to Allan L. Bridgford, Sr.; legal fees to firm of Richard K. Bridgford). This heightens the importance of strong independent committee oversight where Ms. Schott serves.
- Additional governance context:
- Chairman (not a director) plays a central role in agenda-setting and independent sessions; the CEO function is vested in an Executive Committee rather than a single CEO, an atypical structure that increases the need for robust committee oversight.
RED FLAGS to monitor: lack of director equity ownership; controlled company concentrated ownership; ongoing related-party arrangements involving family members (requires sustained, well-documented Audit Committee review/approval).
Positive signals: independent financial expert serving on both Audit and Compensation committees; attendance and committee cadence consistent with active oversight; hedging prohibition.