Michael J. Berthelot

About Michael J. Berthelot

Independent director since 2006 (Class II; term expiring 2026), age 74. Lead Independent Director; Chair of the Compensation Committee; member of the Audit Committee and designated audit committee financial expert. CPA; CEO of Cito Capital Corporation (since 2004); longtime corporate governance practitioner and faculty member teaching corporate governance at UC San Diego’s Rady School of Management (since 2009) .

Past Roles

External Roles

Board Governance

• Independence: Affirmed by the Board under NYSE standards (one of five independent directors) .
• Lead Independent Director duties: Presides over executive sessions; liaises with Chair; approves agendas/schedules/info; may call meetings of independent/non-management directors; available for shareholder consultation .
• Committees: Compensation (Chair), Audit (Member; financial expert). Audit committee members in 2024: Cloyd (Chair), Berthelot, Marcus, Puri; Compensation members: Berthelot (Chair), Beard Jr., Marcus .
• Meeting cadence and attendance: Board met 6 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; committees met Audit: 7; Compensation: 6; Governance: 6 .
• Compensation consultant: Willis Towers Watson engaged exclusively by Compensation Committee; independence vetted; no conflicts .

Fixed Compensation (Director)

• 2024 total director compensation (Berthelot): $309,983 (cash $160,000 + stock awards $149,983) .

Performance Compensation (Director)

• Directors receive time-based RSUs; no performance-contingent metrics tied to director equity grants (PSUs are used for executives, not directors) . | Performance Metric | Target/Structure | Result | |---|---|---| | Not applicable for director awards | RSUs vest time-based (no performance gates) | N/A |

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Berthelot in 2025 proxy .
• Historical public boards: TransTechnology (public), Pro-Dex (public) .
• Interlocks: Compensation Committee interlocks—none; no related-party transactions involving Compensation Committee members in 2024 .
• Broader board related-party context: Company incurred ~$427,000 with Arab Wings (affiliates of Abu-Ghazaleh family) and ~$162,419 with Polygon (family equity interest) in 2024; these are reviewed under the Company’s related party transaction policy and Audit Committee oversight .

Expertise & Qualifications

• CPA; finance and accounting expertise; audit committee “financial expert” designation .
• Leadership experience as public company CEO/Chair; governance practitioner/educator .
• International, risk management, M&A/integration experience per Board skills matrix .

Equity Ownership

Insider Trades

Compensation Structure Analysis (Signals)

• Mix: Cash retainers plus time-based RSUs—no option grants; aligns director pay to equity but without performance metrics, typical for director compensation .
• Process change: Move to consistent annual equity grant date to standardize grant/vesting schedule (approved May 7, 2024) .
• Independent oversight: Use of WTW as independent compensation consultant; committee independence affirmed; no interlocks/red-flag transactions involving Compensation Committee members .

Compensation Peer Group (for context on executive/director benchmarking)

• 2024 peer group (used for executive and director pay benchmarking): B&G Foods; Brown‑Forman; Campbell Soup; Darling Ingredients; Dole plc; Flowers Foods; Hormel; Ingredion; Lamb Weston; McCormick; Mission Produce; Post Holdings; Hershey; Hain Celestial; J.M. Smucker; Treehouse Foods .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay support: ~95% approval at 2024 AGM; Compensation Committee considers results in annual program design .

Governance Assessment

• Strengths:

  • Lead Independent Director role with robust authorities; presides over regular executive sessions at each scheduled Board meeting—enhances independent oversight .
  • Audit committee financial expert designation; active membership on Audit—supports financial reporting integrity .
  • Compensation Committee chaired by an independent director; independent consultant retained exclusively; no interlocks—reduces pay-related conflicts .
  • Attendance: Directors met ≥75% commitment across Board/committees; steady meeting cadence (Board 6; Audit 7; Comp 6; Gov 6)—indicates active engagement .

• Potential RED FLAGS (broader board context the Lead Independent Director must monitor):

  • Related-party transactions with entities affiliated to the controlling family (Arab Wings; Polygon): require rigorous Audit Committee review and disclosure .
  • Concentrated voting influence via irrevocable proxies held by CEO; significant pledged shares by controlling holders—heightens governance scrutiny and potential alignment risk .
  • Classified board structure—reduces annual accountability but can provide continuity; ongoing refresh remains important .
  • CEO pay ratio 1,112:1 for 2024—optics risk; ensure pay-for-performance linkage remains defensible .

• Policies mitigating risk:

  • Dual clawback policies (Dodd-Frank compliant executive clawback and broader employee recoupment policy); robust share ownership guidelines; hedging prohibitions; annual board/committee self-evaluations .

Committee Assignments Snapshot (2024)

Director Compensation Summary (2024)

Equity Grant Detail (Directors, 2024)

Ownership Alignment

• Compliance with director ownership guidelines (≥4x cash retainer; must hold ≥50% of vested shares until met); all non‑employee directors compliant or on track; policy supports long‑term alignment .

Executive Sessions

• Independent directors meet in executive session at each scheduled Board meeting; Berthelot presides as Lead Independent Director—facilitates independent oversight and candid discussion .