William L. Bridgford
About William L. Bridgford
William L. Bridgford (age 70) is a long‑tenured Bridgford Foods executive and director. He currently serves as Vice President (since October 2021), has been a full‑time employee since 1981, and first joined the Board in 2004. His prior roles include Chairman of the Board (2006–2021), Chairman of the Executive Committee (2021–2023), President (2004–2006), and Secretary (1995–2006). He holds a Business Management degree from California State University, Fullerton. He is a principal owner within Bridgford Industries Incorporated (BII), the Company’s majority shareholder, and has multiple family relationships with current leaders at BRID.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgford Foods Corporation | Vice President | Oct 2021–present | Operational leadership; long-time Company operator |
| Bridgford Foods Corporation | Chairman, Executive Committee | Oct 2021–Nov 2023 | Executive Committee acted as de facto CEO; strategic oversight |
| Bridgford Foods Corporation | Chairman of the Board | Mar 2006–Oct 2021 | Board leadership; governance oversight |
| Bridgford Foods Corporation | President | Jun 2004–Mar 2006 | Corporate leadership |
| Bridgford Foods Corporation | Secretary | 1995–2006 | Corporate secretary responsibilities |
| Bridgford Foods Corporation | Member, Executive Committee | 2004–Nov 2023 | Collective CEO function; strategic decision-making |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | None disclosed; directors reported no other public company boards in past five years |
Board Governance
- Board meetings: 11 in FY2024; all directors attended at least 75% of Board and committee meetings.
- Independence: BRID is a “controlled company” (approx. 80% beneficial ownership via BII). The Board determined that Andrews, Scott, and Schott are independent; William L. Bridgford is not independent (employee director).
- Committee memberships: Full Board serves as Nominating Committee; William participates by virtue of Board membership; he is not on Audit or Compensation.
- Committee activity and fees: Compensation Committee held 1 meeting; Audit Committee held 6 meetings (members typically receive $350–$550 per meeting); Nominating Committee held 1 meeting; no additional fees for Nominating/Compensation.
- Board leadership structure: Chairman of the Board (Michael W. Bridgford) is not a director; the Executive Committee serves as the CEO function; independent director executive sessions may be called by the Chair as needed.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Director fees | $0 | Employee directors do not receive Board fees |
| Base salary (employee role) | $288,425 | Vice President compensation (part of “All Other Compensation”) |
| Health benefits cancellation payment | $8,000 | Included in “All Other Compensation” |
| 401(k) company match | $13,800 | Included in “All Other Compensation” |
| Pension accrual (change in present value) | $119,395 | FY2024 change in actuarial present value |
| Qualified plan present value (year‑end) | $628,868 | 51 years credited service; 5.16% discount rate |
| SERP present value (year‑end) | $2,110,621 | 5.16% discount rate; special formula for William |
Performance Compensation
| Metric/Plan Feature | FY2024 Status | Detail |
|---|---|---|
| Discretionary cash bonus (employee role) | Not awarded | Bonuses discretionary; correlated with Company financial results; no pre-set targets |
| Non‑equity incentive plan | None used | Company did not utilize non‑equity incentive plans in FY2024 |
| Equity awards (RSU/Options) | None outstanding/granted | 1999 plan expired; no grants for many years |
Other Directorships & Interlocks
| Relationship | Description |
|---|---|
| Public company directorships | None in past five years for all directors |
| BII ownership linkage | BII beneficially owns 78.8% of BRID; William owns 13.20% of BII’s voting capital stock; BII directors jointly vote BRID shares |
| Family ties | William is father of Michael W. (Chairman), cousin of Baron R.H. Bridgford II (President), and nephew of Allan L. Bridgford, Sr. (director) |
| Related‑party legal services | General counsel Richard K. Bridgford (son of Allan Sr.) receives per‑meeting fees and his firm billed ~$187,000 (FY2024) and ~$88,000 (FY2023) |
| Related‑party consulting | Allan L. Bridgford, Jr. consulting ($253,350 FY2024); Allan Sr. consulting ($256,250 FY2024); prior real estate fee to KR6, Inc. ($300,000) in 2022 |
Expertise & Qualifications
- Decades of operational leadership at BRID with roles across governance and executive management; deep Company knowledge base and leadership skills cited by the Board.
- Business Management degree (California State University, Fullerton).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| William L. Bridgford | 7,461 | <1% | Direct holdings |
| Bridgford Industries Incorporated (BII) | 7,156,396 | 78.8% | Majority shareholder; William owns 13.20% of BII voting capital stock |
- Hedging policy: Directors and employees are prohibited from hedging BRID equity (e.g., collars, swaps, exchange funds).
- Pledging: No specific pledging disclosures; stock ownership guidelines for directors not disclosed.
Governance Assessment
- Independence and conflicts: William is an employee‑director and deemed not independent; he also holds a significant stake in BII, which controls 78.8% of BRID, and has close familial ties to multiple insiders—elevated conflict risk under a controlled‑company structure. Board discloses Audit Committee pre‑approval for related‑party transactions, partially mitigating risk.
- Committee effectiveness: Independent directors populate Audit and Compensation committees; William participates in Nominating through full Board. Meeting cadence suggests active oversight (6 Audit, 1 Compensation, 11 Board meetings in FY2024).
- Compensation alignment: William received no director fees; compensation is via his employee role. Company eschews equity awards and formal incentive plans; bonuses—when paid—are discretionary and linked generally to profitability, which may weaken pay‑for‑performance rigor.
- Retirement obligations: Large SERP present value ($2.11M) and qualified plan accruals signal meaningful pension exposure, with defined payment terms ($16,666.67 per month for 180 months under certain scenarios).
- Attendance and engagement: Meets minimum engagement (≥75% attendance); Board held monthly meetings (11 in FY2024).
- Controlled company and leadership structure: Chair of the Board is not a director; Executive Committee serves as CEO function—unusual structure that may blur lines between oversight and management, though the Board asserts preserved independence from the Executive Committee.
RED FLAGS
- Controlled‑company concentration (78.8% via BII) plus William’s 13.20% ownership in BII—potential for related‑party influence on governance and capital allocation.
- Employee‑director status (not independent) and family interlocks across management and legal counsel.
- Discretionary bonus framework with no pre‑set targets; no long‑term equity incentives—limited transparent pay‑for‑performance linkage.
- Significant SERP obligations—possible misalignment if pension promises outweigh performance incentives.
Mitigating Factors
- Audit and Compensation Committees comprised entirely of independent directors; Audit Committee pre‑approves related‑party transactions under a charter, providing procedural safeguards.
- Hedging prohibitions for directors and employees reduce misalignment risk.
Director Compensation (context for Board, FY2024)
| Director | Fees Earned (Cash) | Pension PV Change | All Other Compensation | Total |
|---|---|---|---|---|
| William L. Bridgford | $0 | $119,395 | $310,225 | $429,620 |
- Board meeting fees (non‑employee directors): $2,580–$2,780 per meeting; Audit Committee meeting fees $350–$550; no extra fees for Nominating/Compensation; employee directors (including William) do not receive Board fees.
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay frequency: Triennial (voted at 2023 AGM); next vote in 2026.
- 2024 say‑on‑pay approval: Shareholders approved overall NEO compensation.
Related‑Party Transactions (selected)
| Party | Nature | FY2024 Amount | Notes |
|---|---|---|---|
| Richard K. Bridgford (General Counsel) & firm | Per‑meeting legal counsel fee; law firm services | $29,280 (meeting fees), ~$187,000 (legal services) | Son of Allan Sr.; firm partner |
| Allan L. Bridgford, Jr. | Consulting (Chicago plant) | ~$253,350 | Profit sharing accrued $0 (FY2024); $203,336 (FY2023) |
| Allan L. Bridgford, Sr. | Consulting (agreement) | ~$256,250 | Agreement terms disclosed; monthly rate increased May 2024 |
| KR6, Inc. (Keith Ross controlled) | Real estate fee (Green Street sale, 2022) | $300,000 | Not FY2024; prior transaction |
Approval process: Audit Committee (independent) must pre‑approve related‑party transactions reportable under Item 404; policy in Amended and Restated Audit Committee Charter (Oct 11, 2021).
Equity Ownership Alignment Details
| Item | Status |
|---|---|
| Stock ownership guidelines (directors) | Not disclosed |
| Hedging | Prohibited for directors and employees |
| Pledging | Not disclosed |
| Options/RSUs | None outstanding/granted; plan expired 2009 |
| Beneficial ownership (William) | 7,461 shares; <1% |
| Indirect influence via BII | BII 78.8% of BRID; William owns 13.20% of BII voting capital stock |
Governance Implications for Investors
- Board effectiveness is anchored by independent Audit and Compensation Committees, but overall governance is materially shaped by controlled‑company dynamics and extensive family ties, including William’s employee‑director status and BII ownership linkage. This heightens related‑party and entrenchment risks, even with pre‑approval controls.
- Compensation structure for William emphasizes fixed pay and retirement benefits over clearly articulated performance‑based incentives, limiting transparency into pay‑for‑performance alignment.
- Attendance thresholds are met, and committee cadence indicates engagement; however, the unusual leadership model (non‑director Board Chair; Executive Committee as CEO) may challenge traditional accountability frameworks.