Raymond F. Lancy
About Raymond F. Lancy
Raymond F. Lancy (age 71 as of Feb. 24, 2025) is a retired Bridgford Foods executive and current director (first appointed 2013). He served as CFO (2003–Oct. 2022), Treasurer (1995–Feb. 2023), and Vice President (2001–Feb. 2023), and was a member of the Executive Committee (2001–Oct. 2022). He is a CPA (inactive) and previously spent 10 years as an auditor at PricewaterhouseCoopers LLP; he retired from employment on Feb. 1, 2023 and continues to provide consulting services to the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgford Foods Corporation | Chief Financial Officer | 2003–Oct. 2022 | Executive Committee member; finance and management leadership |
| Bridgford Foods Corporation | Treasurer | 1995–Feb. 2023 | Treasury oversight |
| Bridgford Foods Corporation | Vice President | 2001–Feb. 2023 | Executive leadership |
| Bridgford Foods Corporation | Executive Committee member | 2001–Oct. 2022 | Served in lieu of CEO structure |
| Bridgford Foods Corporation | Director | 2013–present | Full Board serves as Nominating Committee; Lancy is a member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Auditor | ~10 years (prior to 1992) | Audit and assurance experience |
Board Governance
- Committee assignments: Nominating Committee member; not on Audit or Compensation Committees .
- Independence: Not independent (retired executive and current consultant); BRID is a NASDAQ “controlled company” and relies on exemptions; Audit and Compensation Committees are fully independent, but Lancy is not on those committees .
- Attendance: Board held 11 monthly meetings in FY2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Shareholder support: 2025 election results for Lancy: For 7,908,628; Withheld 338,476; Broker non-votes 281,514—consistent with broad slate support and typical controlled-company voting dynamics .
- Board leadership/structure: Chairman of the Board (Michael W. Bridgford) is not a director; the Executive Committee (management) acts in place of a CEO; the Chairman may call executive sessions of independent directors as needed .
Fixed Compensation
| Component (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Director meeting fees | $29,280 | BRID pays per-meeting fees; typical range $2,580–$2,780 per Board meeting; no annual retainer |
| Audit Committee fees | N/A | Lancy is not on Audit; Audit Committee members receive $350–$550 per meeting |
| Compensation Committee fees | N/A | Directors typically do not receive additional fees for Compensation Committee; Lancy is not a member |
| Consulting fees (FY2024) | $6,773 | Paid under consulting agreement after retirement |
| Consulting rate (agreement) | $157.50/hour | Terminable by either party on 30 days’ notice; reimburse reasonable expenses |
| Prior employment bonus paid in FY2024 | $48,642 | Bonus earned prior to retirement; paid in FY2024 |
| Total reported (FY2024) | $84,695 | Sum of director fees and all other amounts |
Performance Compensation
| Performance Metric | Mechanism | Targeting | Notes |
|---|---|---|---|
| Pretax income (Company) | Discretionary cash bonuses to NEOs tied to overall profitability | No pre-set public targets; committee discretion | Company emphasizes pay-for-performance but did not award discretionary bonuses for FY2024 |
| Business unit profit objectives | Discretionary cash bonuses to NEOs tied to unit performance | No pre-set public targets; committee discretion | Supports alignment with operational performance |
| Long-term equity | None (no options/RSUs/grants in recent years) | N/A | Stock plan expired in 2009; equity deemed of limited incentive value and expensing considered burdensome |
Lancy’s FY2024 amounts reflect director fees plus a bonus earned before his retirement and modest consulting fees; directors do not receive equity grants, and there were no equity awards outstanding at FY2024 year-end .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None for any BRID directors |
| Non-profit/academic/private boards | Not disclosed for Lancy beyond PwC prior employment |
| Interlocks with competitors/suppliers/customers | Not disclosed; related-party relationships (legal counsel, family consultants) are reviewed and pre-approved by Audit Committee |
Expertise & Qualifications
- CPA (inactive); former CFO/Treasurer; deep finance, management, and audit background; 10 years at PwC .
- Extensive knowledge of Company operations and financial controls; continues consulting on business development and strategic partnering .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Raymond F. Lancy | 242 | <1% |
| Shares outstanding (record date) | 9,076,832 | N/A |
BRID family entity (BII) controls ~78.8% (7,156,396 shares), underscoring controlled-company dynamics; all directors and executive officers as a group held ~80.7% .
Insider Trades
| Period | Summary | Source |
|---|---|---|
| Last 18 months | No reported Form 4 insider transactions by Raymond F. Lancy |
Governance Assessment
- Independence and conflicts: Lancy is classified “not independent” due to his status as a retired executive and current consultant; his consulting agreement (hourly, at-will terminable) creates ongoing related-party exposure, though BRID’s Audit Committee pre-approves related-party transactions per charter .
- Committee effectiveness: He is not on the Audit or Compensation Committees (which are fully independent and include three audit committee financial experts), reducing potential conflicts in pay and financial oversight; he is on the full Board Nominating function .
- Attendance and engagement: The Board met 11 times in FY2024; all directors met at least the 75% attendance threshold, indicating baseline engagement .
- Director compensation alignment: Directors receive cash per-meeting fees and no equity; Lancy’s modest share ownership (242 shares) suggests limited direct equity alignment, but BRID’s controlled-company structure and family ownership dominate alignment dynamics; hedging of company stock is prohibited for directors .
- Shareholder signals: 2025 election support for Lancy was consistent with broad slate approvals; a shareholder proposal to take the Company private failed (For 690,046; Against 7,555,665), reflecting controlled-company voting outcomes and management’s reinvestment focus .
RED FLAGS
- Related-party exposure: Ongoing consulting relationships with former executives/directors (including Lancy), family legal services, and family consultants necessitate robust Audit Committee oversight; BRID is a controlled company and exempts certain independence requirements .
- Low director equity alignment: No equity grants; Lancy’s personal holdings are minimal (242 shares) relative to outstanding shares .
- Structural governance: Chairman is not a director; Executive Committee substitutes for CEO role, which may diffuse accountability compared to a standard single-CEO structure .
Say-on-Pay & Shareholder Feedback
- Say-on-pay cadence: Every three years; last approval at 2024 Annual Meeting; next say-on-pay vote in 2026 .
Compensation Committee Analysis
- Composition: Scott (Chair), Andrews, Schott—all independent; typically does not retain compensation consultants; uses competitive company data when reviewing pay .
- Meetings: One meeting in FY2024; no additional fees to directors for Compensation Committee service .
- Policy posture: Emphasizes pay-for-performance via discretionary cash bonuses tied to pretax income and business unit performance; no long-term equity grants outstanding .
Related Party Transactions
- Lancy’s consulting agreement: Effective Feb. 2, 2023; $157.50/hour; 30-day termination; reimbursable expenses; paid $6,773 in FY2024 .
- Audit Committee pre-approval: Required for related-party transactions per charter; examples include family legal services and consultants .
Voting Support Snapshot (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Raymond F. Lancy | 7,908,628 | 338,476 | 281,514 |
Director Compensation (FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $29,280 |
| All Other Compensation (bonus earned pre-retirement + consulting) | $55,415 |
| Total | $84,695 |
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Nominating (full Board) | Member | Full Board performs nominating functions; actions require majority of independent directors |
| Audit | Not a member | Committee is fully independent; meets quarterly with auditors |
| Compensation | Not a member | Committee is fully independent; one meeting in FY2024 |
Policies and Risk Controls
- Hedging/Derivatives: Company prohibits director and employee hedging/offsetting transactions in BRID equity .
- Code of Ethics and Insider Trading Policy: Adopted and posted; insider trading policy filed as exhibit to 2024 Annual Report .
Employment & Contracts
| Item | Detail |
|---|---|
| Consulting Agreement | Effective Feb. 2, 2023; hourly rate $157.50; 30-day at-will termination; allowed to contract elsewhere if no conflict; confidentiality and IP assignment provisions |
| Severance/COC | No severance or change-in-control agreements for NEOs; directors compensated via fees; Lancy’s consulting is at-will |
Equity Ownership Alignment
- Beneficial ownership: 242 shares; less than 1% of outstanding shares .
- Pledging: Not disclosed; hedging prohibited by policy .
- Ownership guidelines: Not disclosed for directors .
Performance & Track Record
- Company pay-versus-performance disclosures indicate CAP correlated with net income trends; TSR declined in FY2024; no equity awards outstanding; Lancy included among NEOs in FY2022 as an Executive Committee member before retirement .
Implications for Investor Confidence
- Lancy brings deep finance and audit expertise from CFO tenure and PwC, but his non-independent status and ongoing paid consulting relationship represent persistent related-party and independence optics risks; mitigation depends on robust Audit Committee pre-approval and the absence of committee roles in pay/financial oversight .
- Minimal personal equity holdings and the absence of director equity grants limit alignment via “skin-in-the-game”; BRID’s controlled-company structure concentrates governance influence within the founding family, which moderates the relevance of minority shareholder voting outcomes (e.g., private proposal defeat) .