Michael W. Bridgford
About Michael W. Bridgford
Michael W. Bridgford is Chairman of the Board and a member of Bridgford Foods’ Executive Committee, serving in the PEO capacity since October 2021; age 43 as of February 2025, with a BRID tenure dating back to 2002 and prior roles across operations and sales in Frozen Foods, DSD route leadership, and plant production oversight. He holds a Business degree (Organizational Management emphasis) from Vanguard University (2004) and currently helps set board agendas, liaises between independent directors and management, and supports resources for board decision-making as part of the company’s CEO-by-committee governance model . Pay-versus-performance disclosure shows cumulative TSR declined from 106.05 (FY2022) to 89.51 (FY2023) and 76.04 (FY2024), alongside net income of $45.1M (FY2022), $3.5M (FY2023), and a loss of $(3.381)M (FY2024); FY2023 sales were $251.6M, the second-highest in company history, reflecting capacity expansion at the Chicago facility .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bridgford Foods | Chairman of the Board; Member, Executive Committee | Oct 2021–present | PEO role via Executive Committee; agenda setting; shareholder engagement; risk oversight coordination |
| Bridgford Foods | Vice President | Mar 2015–Nov 2021 | Led Frozen Foods division sales; inventory control; payroll administration; regional sales management |
| Bridgford Foods | Assistant Secretary | Mar 2007–Nov 2021 | Administrative leadership supporting governance and operations |
| Bridgford Foods | Full-time employee (Operations and Sales roles) | 2002–present | Sandwich/lunch meat production oversight (Anaheim/Frozen-Rite); DSD route leadership; customer and employee management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed; the “directors” section notes no BRID directors served on other public company boards in the past five years, and Michael is not a director . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary ($) | 297,050 | 312,000 | 321,360 |
| Weekly base rate ($/week) | 6,000 | 6,000 | 6,180 |
| All other compensation ($) | 20,200 | 21,200 | 21,800 |
| Change in pension value ($) | — (not reported) | — (note indicates −$1,173, reported as $0) | 3,670 |
| Total compensation ($) | 470,642 | 498,551 | 346,830 |
Notes:
- FY2023 pension value change for Michael was −$1,173, which is reported as $0 per SEC rules; the Summary Compensation Table reflects the policy of not offsetting negative changes in present value .
Performance Compensation
| Year | Incentive type | Performance metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|---|
| FY2022 | Discretionary cash bonus | Company pretax income and business unit profitability | Discretionary | No pre-set targets | Net income $45.066M | 153,392 | Cash; immediate |
| FY2023 | Discretionary cash bonus | Company pretax income and business unit profitability | Discretionary | No pre-set targets | Net income $3.474M | 165,351 | Cash; immediate |
| FY2024 | Discretionary cash bonus | Company pretax income and business unit profitability | Discretionary | No pre-set targets | Net loss $(3.381)M | 0 | — |
Program design:
- The Compensation Committee emphasizes “pay for performance” via discretionary cash bonuses correlated with profitability; no formal ex-ante targets, weights, or formulae; equity awards have not been used for many years and the stock plan expired in 2009 .
Equity Ownership & Alignment
| Ownership element | Michael W. Bridgford | Evidence |
|---|---|---|
| Direct beneficial ownership (BRID common) | None reported as of Feb 7, 2025 (and Feb 2, 2024); shown as “—” | |
| Ownership as % of outstanding shares | 0% (direct) | |
| Indirect influence via BII (majority owner of BRID) | Holds 0.60% of BII voting capital stock; BII jointly votes 7,156,396 BRID shares (78.8% outstanding) | |
| Vested/unvested equity awards | None; no outstanding options or stock awards | |
| Options – exercisable/unexercisable | None | |
| Shares pledged as collateral | Not disclosed | — |
| Hedging policy | Hedging of company securities prohibited for employees and directors (insider trading policy) | |
| Ownership guidelines | Not disclosed | — |
Alignment assessment:
- High family control via BII concentrates voting power; Michael’s direct ownership is zero, but his family-linked stake in BII ties his incentives to controlling shareholder outcomes .
Employment Terms
- Employment agreements: None for NEOs (including Michael); selection to executive roles without agreements or understandings .
- Severance/Change-of-control: No severance, change-of-control or similar agreements for NEOs; payments limited to pension/SERP/benefit programs upon qualifying events .
- Clawback: Not disclosed.
- Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed for Michael. Consulting arrangements exist for other family executives (e.g., Allan L. Bridgford Sr. at $21,875/month as of May 2024; Raymond F. Lancy at $157.50/hour), but no such arrangement is disclosed for Michael .
Pension, Deferred, and Perquisites
| Program | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Defined benefit plan – PV of accumulated benefit ($) | — | 10,733 | 14,403 |
| Years of credited service (DB plan) | — | 21 | 22 |
| Non-qualified deferred compensation (balance, transactions) | No balances or activity | $0 across categories | $0 across categories |
| Perquisites/benefits | 401(k) match, health benefit offset | Match + $8,000 health offset included in “All other” | Match + $8,000 health offset included in “All other” |
Governance, Committees, and Say-on-Pay Context
- Governance structure: BRID does not appoint a CEO; an Executive Committee acts in the CEO capacity. Michael, as Chairman, presides over board meetings, approves agendas, reviews information, and engages with shareholders; none of the Executive Committee members are directors, maintaining board independence from management .
- Compensation Committee: Independent directors Scott (Chair), Andrews, Schott; meets at least annually; does not typically retain consultants, occasionally references competitor compensation data; emphasizes cost control .
- Say-on-pay: Shareholders elected triennial frequency at the 2023 Annual Meeting; most recently approved NEO compensation at the 2024 Annual Meeting; next say-on-pay scheduled for 2026 .
- Hedging: Insider trading policy prohibits hedging transactions for employees and directors .
Related Party Transactions and Red Flags
- Legal counsel: Richard K. Bridgford (son of director Allan L. Bridgford Sr.) receives board meeting fees and legal fees via his firm ($187k in FY2024; $88k in FY2023) .
- Consulting: Allan L. Bridgford Jr. (former director) consulting at $1,260/day, fees ~$253k in FY2024; profit-sharing accruals in FY2023; Allan L. Bridgford Sr. consulting ~$256k in FY2024; KR6, Inc. (controlled by director Keith Ross) received $300k in connection with 2022 property sale .
- Controlled company: Bridgford family controls ~80% of outstanding shares via BII; BRID is a “controlled company” under NASDAQ rules, exempting certain independence requirements (though audit/comp committees comprise independent directors) .
Investment Implications
- Pay-for-performance structure relies on discretionary cash bonuses tied to profitability rather than formulaic targets or long-term equity; equity awards are absent and the plan expired, eliminating vesting-driven selling pressure but also reducing long-term alignment and retention hooks typical of RSUs/PSUs .
- Direct ownership by Michael is zero; influence is via a small stake in BII which controls 78.8% of BRID shares, aligning incentives with the controlling shareholder but potentially limiting minority shareholder influence on capital allocation (dividends/buybacks), as reflected in repeated shareholder proposals and board responses prioritizing reinvestment over distributions .
- Compensation risk levers are modest: low base salaries relative to peers, no equity incentives, and limited perquisites; retention appears driven by family control and operating roles rather than contractual severance/CoC economics; lack of clawback and formal performance metrics reduces governance rigor signals for external investors .
- Execution track record mixed: significant FY2022 profitability and TSR, followed by FY2023 profitability and high sales, then FY2024 net loss and TSR decline; board emphasizes private-label growth, input cost management, and reinvestment over distributions, suggesting near-term margin recovery focus and reduced likelihood of payout-driven catalysts .