Bennett Dorrance, Jr.
CAMPBELL'SAbout Bennett Dorrance, Jr.
Bennett Dorrance, Jr. (age 54) is an independent director of The Campbell’s Company, serving since 2022. He is Managing Director for DFE Trust Company, a board member of DMB Associates, and President of the Dorrance Family Foundation; he also operates Touching the Earth Farm and Kohala Village Hub, co‑founded Memorial Reefs International, and serves on the board of the Hawai’i Institute of Pacific Agriculture. He holds a BA in Art History from Princeton University and a master’s degree in Sustainable Leadership from Arizona State University, and is described as bringing entrepreneurship and sustainability expertise as a descendant of the Company’s founder.
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| DFE Trust Company | Managing Director | Background/biography disclosure; dates not specified |
| DMB Associates | Board Member | Private company role |
| Dorrance Family Foundation | President | Philanthropic leadership |
| Touching the Earth Farm | Owner/Operator | Sustainability focus |
| Kohala Village Hub | Owner/Operator | Sustainability/community focus |
| Memorial Reefs International | Founding Partner | Environmental entrepreneurship |
| Hawai’i Institute of Pacific Agriculture | Board Member | Non‑profit board role |
External Roles
| Category | Detail |
|---|---|
| Other public company directorships (last 5 years) | None disclosed |
Board Governance
| Governance Element | Detail |
|---|---|
| Independence status | Independent director |
| Board committees | Audit Committee (Member); Governance Committee (Member) |
| Audit Committee meetings (FY2025) | 9 meetings; all members financially literate under Nasdaq standards |
| Governance Committee meetings (FY2025) | 5 meetings |
| Attendance | All directors attended at least 85% of Board and committee meetings (FY2025) |
| Board leadership | Independent Board Chair (Keith R. McLoughlin) |
| Director education & evaluations | Annual Board/committee/individual director evaluations; director education program |
| Related‑party oversight | Governance Committee reviews related‑person transactions per written policy |
Fixed Compensation (Director – FY2025)
| Item | Amount/Policy |
|---|---|
| Fees earned or paid in cash | $122,750 |
| Stock awards | $165,750 |
| Total | $288,500 |
| Payment cadence | Paid in arrears quarterly (around Mar 31, Jun 30, Sep 30, Dec 31) |
| Meeting fees | None; no individual meeting fees |
| Committee/Chair retainers | Additional retainers for Board Chair, committee chairs, and Audit Committee members; delivered 50% cash / 50% stock (directors may elect stock in lieu of cash) |
| Deferral option | May elect to defer director fees under the Supplemental Retirement Plan |
| Benefits | No retirement plan or company‑provided life/medical insurance; business travel and accident coverage |
Performance Compensation (Director – Structure and Policies)
| Award/Policy | Details |
|---|---|
| Director equity vehicle | Stock awards as part of annual director compensation; reported as “Stock Awards” on director table |
| Performance linkage | No performance metrics disclosed for non‑employee director equity; awards function as equity retainer |
| Clawback/recoupment framework | Company maintains clawback policies; insider trading policy prohibits hedging for all directors |
| Hedging/Pledging | Hedging prohibited; pledging prohibited prospectively for directors and executive officers |
Other Directorships & Interlocks
| Entity/Person | Role/Status | Potential Interlock/Context |
|---|---|---|
| Public company boards (B. Dorrance, Jr.) | None in past 5 years | No public interlocks disclosed |
| Archbold D. van Beuren | CPB Director; Governance Committee Chair | Founder descendant on same Board |
| Mary Alice D. Malone, Jr. | CPB Director; significant shareholder (18.06%) | Founder descendant; cousin of B. Dorrance, Jr. |
| Bennett Dorrance (senior) | Principal shareholder (15.08%) | Shareholder proposal text notes his son serves on the Board (i.e., B. Dorrance, Jr.) |
Expertise & Qualifications
- Entrepreneurship; sustainability, land management, and health & wellness focus; descendant of founder with knowledge of Campbell’s history and culture .
- Educational credentials: BA, Princeton University; Master’s in Sustainable Leadership, Arizona State University .
- Audit Committee financial literacy (committee determination that all members are financially literate) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 567,644 shares (held by the Bennett Dorrance, Jr. Trust; deemed beneficial owner) |
| Shares acquirable within 60 days | 0 |
| Phantom units in deferred comp | 0 |
| Percent of class | <1% (table denotes “*” less than 1%) |
| Director ownership guideline | Required to hold 5x cash retainer within five years; each director has met or is on track |
| Hedging/Pledging policy | Company prohibits hedging and bans pledging prospectively for directors |
Governance Assessment
- Committee assignments and workload: Member of Audit (9 meetings in FY2025) and Governance (5 meetings), supporting core oversight of financial reporting, risk/IT security, board composition/ESG, and related‑party review; all Audit members deemed financially literate, enhancing committee effectiveness .
- Independence and attendance: Classified as independent; all directors attended at least 85% of meetings, signaling baseline engagement expectations were met in FY2025 .
- Ownership alignment: Holds 567,644 CPB shares and is subject to 5x retainer ownership guidelines (on track across the Board); company prohibits hedging and pledging prospectively, supporting alignment with shareholders .
- Related‑party/Conflict controls: Governance Committee oversees a formal Related‑Person Transactions policy; no related‑person transactions were disclosed for the period through the proxy date, which mitigates direct conflict risk for the period reviewed .
- Concentrated family ownership and control optics: CPB’s principal shareholders include founder descendants—Bennett Dorrance (15.08%) and Mary Alice D. Malone, Jr. (18.06%)—and a shareholder proposal criticized supermajority provisions as entrenching; the Board recommended against the change. This dynamic presents a governance optic to monitor despite independence designation of B. Dorrance, Jr. .
- Section 16 compliance signal: Proxy notes only two exceptions in FY2025—a late Form 3 by the Mary Alice D. Dorrance Malone Revocable Trust and a late Form 4 for two gifts by Bennett Dorrance (senior)—with no other exceptions cited, suggesting no flagged reporting issues for B. Dorrance, Jr. in the period .
RED FLAGS and Watch Items
- Family control considerations: Multiple founder descendants on the Board and significant family shareholdings can raise entrenchment and minority‑holder influence concerns, particularly given ongoing debate over supermajority provisions .
- Independence optics: While classified independent, familial relationships and proximity to major shareholders warrant continued scrutiny of recusal practices and Governance Committee rigor on related‑party oversight .
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