Todd C. Andrews
About Todd C. Andrews
Todd C. Andrews (age 59) is an independent director of Bridgford Foods and Audit Committee Financial Expert; he has served on the Board since 2004 and retired in April 2021 as Senior Vice President and Controller of Public Storage (S&P 500), with a CPA (inactive) and a BS in Business Administration (accounting/finance) from California State University, Northridge . He brings 35+ years of experience across financial reporting, strategic planning, capital markets, SEC reporting, SOX controls, treasury, operations analysis, real estate underwriting, and systems design; the Board explicitly affirms his audit expertise and financial sophistication under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Storage (S&P 500) | Senior Vice President & Controller | 1997–Apr 2021 | Led financial reporting, SEC/SOX controls, treasury, capital markets; headquartered in Glendale, CA . |
| Various industries (public accounting, entertainment, retail, real estate) | Finance/operational roles | Not disclosed | Diverse perspective from multi-industry experience . |
External Roles
| Entity | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards (past 5 years) | — | — | None; company discloses no director served on any other public company board in last five years . |
Board Governance
| Committee | Role | FY2024 Meetings | Fees per meeting |
|---|---|---|---|
| Audit Committee | Chair | 6 | $350–$550 per meeting . |
| Compensation Committee | Member | 1 | Typically no additional fees; directors not paid for Comp Committee service . |
| Nominating Committee (full Board) | Member | 1 | No additional fees; full Board acts as Nominating Committee . |
- Independence: Board determined Andrews is an “independent director” under Nasdaq Rule 5605; BRID is a “controlled company” (~80% owned by Bridgford Industries) but keeps independent Audit and Compensation Committees .
- Engagement/Attendance: Board held 11 regular monthly meetings in FY2024; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions/leadership: Chairman (not a director) presides over Board meetings, acts as conduit to independent directors, and can call executive sessions of independent directors; the Executive Committee acts as CEO .
- Hedging policy: Directors and employees are prohibited from hedging BRID equity (collars, swaps, exchange funds, etc.) .
- Related-party oversight: Audit Committee pre-approves services of the independent auditor and all related-party transactions; it reviews controls, accounting policies, and interim results with auditors .
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Fees paid in cash to Andrews | $31,380 | Director compensation table . |
| Annual retainer | None | Company does not pay an annual retainer to directors . |
| Board meeting fee (per meeting) | $2,580–$2,780 | Range applies to non-employee directors in FY2024 . |
| Audit Committee meeting fee (per meeting) | $350–$550 | Depends on meeting length . |
| Compensation & Nominating Committee fees | None (additional) | No extra fees for these committees . |
Performance Compensation
| Component | FY2024 | Structure |
|---|---|---|
| Stock awards | $0 | No director stock awards granted . |
| Option awards | $0 | No director option awards granted . |
| Performance-based metrics | None disclosed | Director pay is meeting-based cash; no disclosed performance metrics . |
Other Directorships & Interlocks
| Company | Board/Role | Committee roles | Status |
|---|---|---|---|
| Public company boards (past 5 years) | — | — | None . |
Expertise & Qualifications
- CPA (inactive) with Elijah Watt Sells award; BS in Business Administration (cum laude) from CSU Northridge .
- Audit Committee Financial Expert and financially sophisticated under Nasdaq Listing Rules; deep experience in SEC reporting, SOX controls, treasury, capital markets, and real estate underwriting .
- Multi-industry experience (public accounting, entertainment, retail, real estate) adds diverse perspective to Board deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Options/Stock Awards Outstanding |
|---|---|---|---|
| Todd C. Andrews | 200 | <1% (disclosed as less than 1%) | None; director table shows no stock/option awards for FY2024 . |
- Section 16 compliance: Company reports compliance with all Section 16(a) filing requirements for FY2024 .
- Hedging/pledging: Hedging of Company stock is prohibited (no pledging disclosure provided; not disclosed) .
Governance Assessment
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Strengths for board effectiveness and investor confidence:
- Independent Audit Committee chaired by Andrews; committee meets quarterly with auditors, oversees disclosure/internal controls, auditor selection, and related-party transaction pre-approval .
- Audit Committee report signed by Andrews affirms review of audited financials and auditor independence, recommending inclusion in the 2024 Annual Report .
- Independence affirmed under Nasdaq rules despite controlled company status; Compensation Committee also fully independent .
- Attendance threshold met (≥75%); meeting-based fee structure incentivizes participation; Board held 11 meetings in FY2024, Audit held 6 .
- Insider trading policy prohibits hedging; Company reports Section 16(a) compliance for FY2024 .
-
Potential risk indicators and red flags (context for BRID’s governance environment):
- Controlled company with ~78.8% beneficial ownership by Bridgford Industries; multiple family members are executives/directors, which concentrates control and increases conflict risk .
- Related-party transactions include consulting payments to Allan L. Bridgford Sr. ($256,250 FY2024), consulting to Allan L. Bridgford Jr. ($253,350 FY2024), and a $300,000 payment to KR6, Inc. (entity controlled by director Keith Ross) tied to prior real estate sale; Audit Committee states it reviews/approves such transactions, but volume signals elevated conflict scrutiny needs .
- Limited director equity alignment for Andrews (200 shares, <1%) and no director equity grants; alignment relies primarily on cash fees rather than stock ownership .
- Compensation Committee typically does not retain an independent compensation consultant, which may limit external benchmarking rigor .
-
Say-on-pay and shareholder feedback context:
- Shareholders elected a triennial say-on-pay cadence in 2023; say-on-pay most recently approved at the 2024 Annual Meeting; next vote in 2026 .
Overall: Andrews’ independent leadership of the Audit Committee, recognized audit expertise, and formal oversight of related-party transactions bolster governance credibility amid a controlled-company environment. However, the company’s family interlocks and related-party consulting activity remain persistent conflict-of-interest exposures requiring continued stringent Audit Committee oversight; Andrews’ relatively low personal share ownership reduces “skin-in-the-game” alignment compared to equity-heavy director pay models .