Mark R. Belgya
About Mark R. Belgya
Independent director (since 2017), age 64. Retired Vice Chair and Chief Financial Officer of The J. M. Smucker Company (oversaw Finance, Internal Audit, IR, IT, Corporate Operations, Supply Chain) until September 2020; brings 35 years of large-cap operating and risk management experience. Recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The J. M. Smucker Company | Vice Chair & CFO | Through Sept 2020 | Oversight of finance, internal audit, investor relations, information services, operations, supply chain; long-tenure operator with risk and strategy depth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fossil Group, Inc. | Director | Prior to 2020–present | Public company board experience; consumer brand exposure (committees not disclosed) |
Board Governance
- Independence: Determined independent under NYSE standards; designated audit committee financial expert by the Board.
- Committee assignments (2024): Audit Review (member), Compensation & Human Capital (member), Planning Advisory (member). Not a committee chair.
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of Board and committee meetings and attended the annual meeting. Independent director executive sessions held regularly.
| Governance Element | 2023 | 2024 |
|---|---|---|
| Board meetings held | 6 | 4 |
| Audit Review Committee meetings | 7 | 5 |
| Compensation & Human Capital Committee meetings | 6 | 6 |
| Nominating & Corporate Governance Committee meetings | 4 | 4 |
| Planning Advisory Committee meetings | 4 | 4 |
- Governance context: Company may qualify as a “controlled company” given family ownership but voluntarily does not take NYSE controlled-company exemptions; majority of Board is independent; key committees fully independent. No lead independent director is assigned.
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees earned or paid in cash | 83,025 | 83,038 |
| Stock awards (grant-date fair value) | 114,860 | 111,728 |
| All other compensation | 8,664 | 4,095 |
| Total | 206,548 | 198,861 |
Program structure (applies to all non-employee directors):
- Annual Board retainer: $175,000 ($110,000 must be paid in transfer-restricted Class A shares; remainder cash/equity at director election).
- Committee member retainers: $8,000 (Audit), $5,000 (other committees), $0 (Executive Committee). Committee chair retainers: $20,000 (Audit), $15,000 (Compensation), $10,000 (other committees).
- Shares are fully vested but subject to transfer restrictions generally for 10 years; earlier lapse only under limited circumstances.
- Perquisites typically include Company-paid life and AD&D insurance and charitable matching (if elected).
Performance Compensation
Directors do not receive performance-based equity or options; equity is part of retainer and immediately vested but subject to 10-year transfer restrictions (no hedging or pledging without consent). No options plan exists.
- Mandatory share grants (grant-date fair value): $114,860 (2023) and $111,728 (2024).
- Hedging prohibited for directors/officers; pledging of non-restricted shares requires Company consent.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | Fossil Group, Inc. (Director) |
| Compensation committee interlocks | None; the 2024 Compensation & Human Capital Committee (includes Belgya) reported no interlocks/insider participation issues. |
| Family/interlocks environment | Multiple Rankin family members serve on Board; Non-Executive Chairman has a paid consulting agreement ($500,000 in 2024), approved by Audit Review Committee. Not related to Belgya. |
Expertise & Qualifications
- Financial oversight (CFO background) and audit expertise; designated “audit committee financial expert.”
- Operations and supply chain oversight; long-tenure public company executive perspective on risk and strategy.
Equity Ownership
| Security | Shares Beneficially Owned | Voting/Investment Power | Percent of Class |
|---|---|---|---|
| Class A Common | 45,751 | Sole | <1% |
| Class B Common | 0 | — | — |
- Alignment policies: Director equity from retainers must be held up to 10 years; directors prohibited from hedging and from pledging without consent—enhances long-term alignment.
- Section 16 compliance: 2023 review identified several late filings for other persons; no delinquencies cited for Belgya.
Say‑on‑Pay & Shareholder Feedback
| Measure | 2023 | 2024 |
|---|---|---|
| Say‑on‑pay approval (votes cast) | >96% approval | >99% approval |
Governance Assessment
-
Strengths
- Independent director with deep finance, audit, and operational credentials; audit financial expert designation supports committee effectiveness.
- Robust director equity holding policy (10-year transfer restrictions) and hedging/pledging limits align director incentives with long-term value.
- Key committees fully independent; compensation consultant (Korn Ferry) engaged; no interlocks reported.
- Consistent meeting participation; regular independent director executive sessions.
-
Watch items / RED FLAGS
- No lead independent director; presiding director chosen ad hoc for independent sessions—could dilute independent leadership clarity.
- Controlled-company ownership dynamics via Class B and family representation; although exemptions are not taken, concentrated voting power and paid consulting arrangement for Non‑Executive Chairman represent governance risk factors to monitor.
-
Net view: Belgya’s independence, audit expertise, and long-tenured operator background are positives for board effectiveness. The broader controlled-company context and chairman consulting arrangement are structural governance risks not directly attributable to Belgya but relevant for investors’ confidence in oversight balance.