Jody Feragen
GRACOAbout Jody H. Feragen
Jody H. Feragen (age 69) is an independent director of Graco Inc. (GGG) since 2015 and currently serves as Chair of the Audit Committee; she is designated by the Board as an audit committee financial expert. Feragen is the former EVP & CFO of Hormel Foods Corporation and also serves on the board of Patterson Companies, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hormel Foods Corporation | Executive Vice President & Chief Financial Officer | 2010–2016 | Senior finance leadership for a multinational marketer/manufacturer; Board-designated “audit committee financial expert” at GGG reflects this expertise |
| Hormel Foods Corporation | Senior Vice President & Chief Financial Officer | 2007–2010 | Elevated finance oversight and strategy |
| Hormel Foods Corporation | Vice President of Finance & Treasurer | 2005–2007 | Corporate finance and treasury leadership |
| Hormel Foods Corporation | Director | 2007–2016 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patterson Companies, Inc. | Director | Current | Public company directorship |
Board Governance
- Independence: The Board determined Feragen is independent under NYSE rules; no material business relationship with GGG beyond director/shareholder .
- Committees and Chair roles:
- Audit Committee: Chair; Audit met 8 times in FY2024; Board designated Feragen (and others) as audit committee financial experts .
- Governance Committee: Member; Governance met 3 times in FY2024 .
- Board attendance and engagement:
- Board met 5 times in 2024; average director attendance 97.8%; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting; independent Chair presided at executive sessions of non-employee directors .
- Years of service on GGG Board: Director since 2015 (10 years as of 2025) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $80,000 | Standard cash retainer; can elect stock/deferred stock instead of cash |
| Audit Committee Chair Retainer | $20,000 | Annual chair fee |
| Governance Committee Member Retainer | $6,000 | Annual committee fee |
| Fees Earned or Paid in Cash (FY2024) | — | Feragen elected to receive retainers in deferred stock; see footnote (1) |
| Stock Awards (FY2024) | $118,500 | Grant-date fair value sum across quarters for direct/deferred stock |
| Option Awards (FY2024) | $139,877 | Aggregate grant-date fair value of 2024 director option grant |
| Total (FY2024) | $258,377 | Sum of stock and option awards in FY2024 |
A non-employee director may elect shares instead of cash and may defer until leaving the Board; deferred accounts receive dividend-equivalent shares; options are non-statutory, 10-year term, and vest in four equal annual installments; exercise price set at fair market value per plan .
Performance Compensation
| Grant Date | Instrument | Shares | Per-Share Fair Value | Grant-Date Fair Value | Vesting | Term | Exercise Price Basis |
|---|---|---|---|---|---|---|---|
| Feb 16, 2024 | Stock Options | 4,830 | $28.96 | $139,877 | 25% per year over 4 years | 10 years | Fair market value per plan |
| Feb 13, 2025 | Stock Options | 4,980 | $28.06 | ≈$140,000 | 25% per year over 4 years | 10 years | Fair market value per plan |
Outstanding director option positions at FY2024 year-end (for Feragen):
- Unvested options: 14,768
- Exercisable options: 42,862
Other Directorships & Interlocks
| Company | Role | Overlap with GGG (customers/suppliers) | Notes |
|---|---|---|---|
| Patterson Companies, Inc. | Director | Not disclosed | Current public company directorship |
| Hormel Foods Corporation | Director | Not disclosed | Prior public company board (2007–2016) |
Director commitments policy: non-CEO directors may not serve on more than three other public boards without Governance Committee approval; Feragen’s disclosed roles are within policy .
Expertise & Qualifications
- Former public company CFO with extensive financial, accounting, and leadership experience; designated audit committee financial expert by the Board .
- Chair of GGG’s Audit Committee with active oversight of financial reporting, internal controls, compliance, and cybersecurity risk .
Equity Ownership
| Category | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 94,497 | Feb 24, 2025 | Includes 49,177 shares acquirable via vested options by Apr 25, 2025 |
| Deferred stock (director account) | 11,822 | Feb 24, 2025 | Deferred shares carry no voting rights until distributed |
| Deferred stock account balance | 11,470 | FY2024 year-end | Shares credited via deferrals and dividend equivalents |
| Options outstanding – Unvested | 14,768 | Dec 27, 2024 | Director option grants vest over 4 years |
| Options outstanding – Exercisable | 42,862 | Dec 27, 2024 | 10-year non-statutory options |
| Ownership guideline compliance | Exceeds 5× annual retainers | As applicable | All directors with 5+ years exceed; Feragen joined in 2015 |
Hedging and pledging of Company stock are prohibited; in 2024 no shares were hedged or pledged by directors or executive officers .
Governance Assessment
- Strengths
- Independent director and Audit Committee Chair with “financial expert” designation; strong finance background enhances audit oversight and credibility with investors .
- High overall Board engagement (97.8% average attendance; all directors ≥75% and attended Annual Meeting); Audit met 8 times in FY2024, reflecting active oversight .
- Director compensation structure emphasizes equity, with ability to defer; robust ownership guidelines (≥5× retainers) and documented compliance—alignment with shareholders .
- Prohibitions on hedging/pledging and documented compliance in 2024—reduces alignment risk .
- Watch items / potential red flags
- Director equity compensation is targeted near the 75th percentile to strengthen performance linkage; while intended to align incentives, elevated equity relative to cash could increase sensitivity to share price volatility—monitor exercise behavior and any repricing (plan prohibits repricing) .
- No related-party transactions or conflicts disclosed for Feragen; Board-wide independence review found no material relationships—continue to review annual disclosures for changes .
The Audit Committee’s report confirms appropriate dialogue with external auditors and independence considerations; all audit and permissible non-audit services were pre-approved, supporting audit quality and governance rigor .