Stanley M. Sheridan
NATIONAL BEVERAGEAbout Stanley M. Sheridan
Stanley M. Sheridan (age 82) is an independent Class II director of National Beverage Corp. (FIZZ), serving on the Board since 2009 with a current term expiring at the 2028 annual meeting. He is the retired President (1987–2004) and former CFO (1974–1987) of Faygo Beverages, Inc., a wholly owned subsidiary of FIZZ, and holds an MBA in Accounting. He is designated by the Board as an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faygo Beverages, Inc. (FIZZ subsidiary) | Chief Financial Officer | 1974–1987 | Finance and accounting leadership |
| Faygo Beverages, Inc. (FIZZ subsidiary) | President | 1987–2004 | Led subsidiary following acquisition by FIZZ in 1987 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies and charitable organizations | Director/Trustee | Not disclosed | Cited generally by FIZZ; no specific names listed |
- No other current public company directorships disclosed in the past five years for Mr. Sheridan.
Board Governance
| Topic | Details |
|---|---|
| Board classification and term | Class II; Director since 2009; nominated and standing for re‑election with term expiring at the 2028 annual meeting |
| Independence | Independent under NASDAQ and SEC rules; designated Audit Committee financial expert |
| Committee assignments | Audit (Deputy Chairman); Compensation & Stock Option (Member); Nominating (Member); not on Strategic Planning |
| Meeting cadence FY2025 | Board: 4 meetings; Audit: 4; Compensation & Stock Option: 2; Nominating: 2; Strategic Planning: did not meet separately |
| Attendance FY2025 | Each director attended all Board and standing committee meetings on which he serves (100%) |
| Controlled company status | Chairman/CEO Nick A. Caporella beneficially owns 73.2% of shares; FIZZ is a NASDAQ “controlled company” (affects independence requirements) |
Fixed Compensation
| Director Cash Fee Policy (Non‑Management) | Amount |
|---|---|
| Annual retainer | $60,000 per annum |
| Board meeting fee | $2,500 per Board meeting attended |
| Audit Committee meeting fee | $1,500 per meeting ($2,500 for Chair) |
| Other committee meeting fee | $1,250 per meeting ($2,000 for Chair) |
| Director | FY2025 Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| Stanley M. Sheridan | $84,500 | Non‑management director; officers who are directors receive no fees |
Performance Compensation
| Director | New Equity Grants in FY2025 | Grant Date | Fair Value ($) | Equity Comp Expense Recognized FY2025 ($) | Notes |
|---|---|---|---|---|---|
| Stanley M. Sheridan | None | — | — | $39,500 | Non‑management directors received no new option grants in FY2025; amount reflects ASC 718 expense on outstanding options |
No director performance metrics (e.g., TSR, EBITDA) tied to director pay were disclosed.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None |
| Other public company directorships (past 5 years) | None disclosed for Mr. Sheridan |
Expertise & Qualifications
- 40+ years beverage industry experience (CFO then President of FIZZ’s Faygo subsidiary); MBA in Accounting; qualifies as an Audit Committee financial expert. These credentials align to audit/financial oversight and industry operations.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Percent of Class | Detail |
|---|---|---|---|
| Stanley M. Sheridan | 67,740 | <1% | Includes 62,408 shares held by Stanley M. Sheridan Living Trust (trustee/beneficiary) and 5,332 shares issuable upon exercise of currently exercisable options |
| Company‑wide policy | — | — | Policy prohibits hedging and pledging of company equity securities for all directors, officers, and employees |
Governance Assessment
- Strengths: Independent director with deep beverage operating background and finance expertise; designated audit financial expert; 100% attendance and active committee roles (Audit Deputy Chair; Compensation; Nominating) support board effectiveness.
- Alignment: Holds equity and currently exercisable options; company prohibits hedging/pledging, which supports shareholder alignment; no director interlocks disclosed.
- Compensation: Cash-based director fees with no new equity grants in FY2025; only non‑cash option expense recognized on prior awards—no director pay red flags in FY2025.
- Oversight environment: Company is a controlled company (73.2% insider ownership), which reduces certain independence requirements; however, Audit and Compensation committees are composed solely of independent directors; Nominating includes the Chairman but has an independent majority.
- Related‑party exposure (board oversight implication): FIZZ pays a 1% of consolidated net sales management fee to Corporate Management Advisors, Inc. (owned by the Chairman/CEO); fees were $12.0M in FY2025—an ongoing, material related‑party arrangement requiring robust independent committee oversight.
- Additional governance signals: Change in independent auditor (RSM to Grant Thornton) disclosed in Nov 2024 8‑K; Audit Committee authorized communications—an item to monitor for audit committee oversight continuity.
- Shareholder sentiment: Last say‑on‑pay (2023) approved by 80%; frequency set to triennial with next vote in 2026.
RED FLAGS to monitor: Controlled company structure (potential to weaken minority shareholder influence); presence of related‑party management agreement tied to net sales; Nominating Committee lacks a charter and includes the non‑independent Chair; Compensation Committee lacks a charter. These design features heighten the importance of the independent directors’ (including Mr. Sheridan’s) vigilance, particularly through the Audit and Compensation committees.
Citations:
- Committee membership, independence, audit financial expert, meeting counts and attendance
- Director biography, age, tenure, qualifications
- Beneficial ownership details and anti‑hedging/pledging policy
- Director fee policy and FY2025 director compensation (cash and ASC 718 expense)
- Controlled company status
- Related‑party management agreement and FY2025 fees
- Auditor change context
- Say‑on‑pay approval and frequency