Archbold D. van Beuren
CAMPBELL'SAbout Archbold D. van Beuren
Archbold D. van Beuren, 68, has served as an independent director of The Campbell’s Company since 2009 and is Chair of the Governance Committee and a member of the Audit Committee . He is Chairman of Brandywine Trust Group and previously served at Campbell as Senior Vice President and President-Global Sales and Chief Customer Officer (2007–Oct 2009), with prior roles including President of Godiva Chocolatier and divisional President overseeing North America Foodservice and Canadian, Mexican and Latin American businesses; he joined Campbell in 1983 . He holds a BA from Yale University and an MBA (finance) from Columbia Business School . The proxy affirms his independence under SEC/Nasdaq standards despite being a descendant of the founder and a significant, long‑term shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Campbell’s Company | Senior Vice President; President-Global Sales and Chief Customer Officer | 2007–Oct 2009 | Senior commercial leadership; retired Oct 2009 |
| The Campbell’s Company | Associate Marketing Manager; President of division overseeing NA Foodservice and Canada/Mexico/LatAm | Joined 1983; specific division dates not disclosed | Operational leadership across regions and foodservice |
| Godiva Chocolatier (Campbell subsidiary at the time) | President | Dates not disclosed | Brand leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brandywine Trust Group | Chairman | Current (not date‑stated) | Privately owned trust company providing fiduciary and investment services |
Board Governance
- Current committee assignments: Audit Committee member; Governance Committee Chair .
- FY2025 committee activity and scope: Audit met 9 times; oversees audit, internal controls, risk assessment, IT security, quarterly and annual financial reporting, and auditor relationships . Governance met 5 times; oversees board structure, director nominations, committee assignments, non‑employee director compensation and stock ownership guidelines, related‑person transactions review, and ESG oversight .
- Attendance: In FY2025 the Board held six regular and one special meeting; all directors attended at least 85% of scheduled Board and committee meetings .
- Independence and structure: 11 of 12 nominees are independent; all committees composed entirely of independent directors; Board has an independent Chair (Keith R. McLoughlin) and independent directors regularly meet in executive session .
- Risk oversight: Audit Committee leads risk oversight and the Board has delegated categories of enterprise risk across committees (e.g., governance risks to Governance Committee) .
Fixed Compensation
Program structure (calendar 2025):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $119,000 |
| Annual stock retainer | $167,000 |
| Committee chair retainers | Audit: $30,000; Compensation & Organization: $25,000; Finance & Corp. Dev.: $20,000; Governance: $20,000 |
| Audit Committee member retainer (excl. Chair) | $7,500 |
| Board Chair annual retainer | $350,000 (unchanged since 2019) |
| Payment cadence | Quarterly in arrears (Mar 31, Jun 30, Sep 30, Dec 31) |
| Delivery mix for additional retainers | 50% cash / 50% Campbell stock; option to take stock in lieu of cash |
| Meeting fees/benefits | No meeting fees; no director retirement/medical benefits; business travel/accident insurance provided |
| Ownership guidelines | Within five years, hold Campbell stock/deferred units equal to 5x annual cash retainer; all directors met or on track |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited prospectively for directors/officers |
| Equity award cap | $1,000,000 max aggregate director equity awards per calendar year under 2022 LTI Plan |
Fiscal 2025 – Archbold D. van Beuren director compensation:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | $132,750 |
| Stock awards (grant-date fair value) | $175,750 |
| Total | $308,500 |
Notes:
- FW Cook engaged to benchmark director compensation; Board increased equity portion of retainers by $10,000 for 2025 to align with the median of the peer group and strengthen alignment with shareholders .
- Some directors elected to defer cash/stock retainers into the Supplemental Retirement Plan; aggregate perquisites did not exceed $10,000 for any director .
Performance Compensation
| Metric/Instrument | Status/Terms |
|---|---|
| Options | None disclosed for directors |
| PSUs/Performance metrics | None disclosed for directors; director stock grants are not performance‑conditioned |
| Vesting | Directors are fully vested at grant; no unvested director stock awards outstanding at FY2025 year‑end |
| Clawbacks | Company maintains clawback policies relating to incentive compensation and performance share agreements (primarily applicable to executives) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (past 5 years) | None |
| Compensation Committee interlocks | Company discloses no interlocks; committee composed solely of independent directors (van Beuren is not a member) |
Expertise & Qualifications
- Brings wide‑ranging operational and financial management skills and extensive knowledge of Campbell’s customers, products, and the food industry .
- Descendant of the Company’s founder, contributing a long‑term, highly committed shareholder perspective to Board discussions .
- Education: BA Yale; MBA in finance from Columbia Business School .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficially owned shares | 4,033,297 |
| Percent of class | 1.36% (out of 297,703,053 shares outstanding) |
| Breakdown – MSVT, LLC (shared voting power) | 3,780,499 shares; he is a one‑third owner of the manager of MSVT, LLC; MSVT is successor to the Major Stockholders’ Voting Trust formed by certain Dorrance descendants and related parties |
| Direct holdings (sole voting/dispositive power) | 252,802 shares |
| Trust holdings disclaimed | 1,354,674 shares held in trusts established by Mr. van Beuren and his wife; beneficial ownership disclaimed (not included above) |
| Phantom units in deferred account | 2,430 units (no voting rights; pecuniary interest retained) |
| Hedging/pledging | Prohibited by policy for directors and officers |
| Ownership guidelines | 5x cash retainer within 5 years; directors met or on track |
Governance Assessment
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Strengths:
- Long tenure and deep operating background at Campbell, paired with current fiduciary experience as Chairman of Brandywine Trust Group; enhances Board oversight and stakeholder perspective .
- Independent status and leadership as Governance Committee Chair; committees are fully independent with robust charters and responsibilities; Board has independent Chair and regular executive sessions .
- Attendance: Board and committee participation at least 85% for all directors in FY2025; Audit and Governance committees were active (9 and 5 meetings respectively) .
- Alignment: Significant personal ownership, director equity retainers (increased $10,000 for 2025), and strict hedging/pledging prohibitions support shareholder alignment; ownership guidelines enforced .
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Potential conflicts/RED FLAGS to monitor:
- Family control concentration: He is a Dorrance descendant and part of a large family shareholder bloc; MSVT, LLC conveys shared voting power. A shareholder proponent argued in the proxy that the 2021 combined stake of family holders (including van Beuren) was ~35.4% and raised concerns about supermajority voting provisions; the Board countered that supermajority thresholds protect broad, durable consensus and long‑term value .
- Related‑party transactions oversight: As Governance Chair, he leads review of related‑person transactions; the proxy states none occurred in the period July 29, 2024 through the proxy date (mitigates conflict risk) .
- Section 16 compliance: Company reports all required filings were timely in FY2025 except one late Form 3 (Malone Revocable Trust) and one late Form 4 (Bennett Dorrance); no issues identified for van Beuren (reduces regulatory risk) .
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Compensation signal: Director pay mix continues to emphasize stock (equity retainer increased in 2025), which improves alignment; no options or performance‑linked director awards; equity vests immediately—low risk of pay anomalies; aggregate perquisites below SEC thresholds .
Overall: Van Beuren presents strong board experience and shareholder alignment with notable family‑holder influence that warrants ongoing monitoring, particularly regarding voting power dynamics and positions on supermajority provisions. The absence of related‑party transactions and robust governance policies currently mitigate conflict concerns .