Brenda S. Tudor
INGLES MARKETSAbout Brenda S. Tudor
Brenda S. Tudor is an independent director of Ingles Markets (IMKTA), serving since December 2014. She is a certified public accountant and retired on May 31, 2019 as President and Chief Financial Officer of Morgan‑Keefe Builders, Inc., a role she held since 2006; she brings auditing, accounting, finance skills, and grocery industry knowledge to the Board. Ms. Tudor is 67 years old.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan‑Keefe Builders, Inc. | President & Chief Financial Officer | 2006–2019 (retired May 31, 2019) | Led finance and operations; CPA credentials; brings auditing/accounting/finance expertise to IMKTA |
External Roles
Not disclosed in the proxy; no other public company directorships are identified for Ms. Tudor.
Board Governance
- Independence: The Board affirmatively determined Ms. Tudor is independent under Nasdaq rules.
- Committees: Member, Audit/Compensation Committee (combined), alongside Fred D. Ayers and Ernest E. Ferguson; all members independent; Ayers designated audit committee financial expert.
- Attendance: Board held 4 formal meetings; Audit/Compensation Committee held 6; other than Mr. Lowden, each director attended at least 75% of Board and applicable committee meetings during fiscal 2024. All Board members attended the 2024 Annual Meeting.
- Controlled Company considerations: IMKTA is a “Controlled Company” under Nasdaq rules (majority voting power held via Class B stock) and does not maintain a separate nominating committee.
| Governance Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director | Board determination under Nasdaq rules |
| Committee Assignments | Audit/Compensation Committee (member) | Committee composition disclosed |
| Committee Chair Role | Not disclosed | Committee chair not specified; Ayers is audit committee financial expert |
| Board Meeting Attendance | ≥75% | Board and committee attendance disclosure |
| Annual Meeting Attendance | Present (2024 AGM) | All directors present |
| Nominating Committee | None (controlled company exemption) | Governance structure disclosure |
| Risk Oversight/Audit Report | Signed Audit/Compensation Committee report | Report submitted by Ayers, Ferguson, Tudor |
Fixed Compensation
- Directors not serving as officers receive an annual cash retainer of $15,000 plus $1,250 per Board or committee meeting attended. Audit/Compensation Committee members receive an additional $10,000 annual retainer; the committee chair receives $15,000. All director compensation was paid in cash for FY2024.
| Component | FY2024 Structure | Notes |
|---|---|---|
| Annual cash retainer | $15,000 | Non‑officer directors |
| Per‑meeting fee | $1,250 | Board or committee meetings attended |
| Audit/Comp Committee member retainer | $10,000 | Additional for members |
| Audit/Comp Committee chair retainer | $15,000 | Additional for chair |
| Equity grants | None disclosed | All outside director compensation paid in cash |
| Director Compensation (FY2024) | Total ($) |
|---|---|
| Brenda S. Tudor | $37,508 |
Performance Compensation
- No equity awards (RSUs/PSUs), options, or performance‑linked director compensation metrics were disclosed for Ms. Tudor; director pay appears exclusively cash‑based.
| Performance Element | Status | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No director equity grants disclosed |
| Option awards | Not disclosed | No director options disclosed |
| Performance metrics (TSR/EBITDA/etc.) | Not disclosed | Not applicable for director compensation |
| Clawbacks/COC/change‑in‑control (directors) | Not disclosed | Not addressed for directors in proxy |
Other Directorships & Interlocks
- Compensation committee interlocks: None; Audit/Compensation members (Ayers, Ferguson, Tudor) did not have relationships requiring related‑party disclosure and no interlocks requiring disclosure under SEC rules.
- No other public company boards for Ms. Tudor are disclosed.
| Company | Role | Interlock/Conflict |
|---|---|---|
| Not disclosed | — | Audit/Comp members had no related‑party relationships or interlocks requiring disclosure |
Expertise & Qualifications
- Certified Public Accountant; brings auditing, accounting, and finance skills and knowledge of the grocery industry.
- Serves on IMKTA’s Audit/Compensation Committee overseeing financial reporting, internal controls, independent auditor engagement, and related‑party transaction policy administration.
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Total Voting Power |
|---|---|---|---|
| Class A Common Stock | 300 | <1% | <1% |
| Class B Common Stock | 0 | — | — |
- Vested/unvested shares: Not disclosed.
- Options: None disclosed.
- Pledged shares: Not disclosed.
- Stock ownership guidelines (directors): Not disclosed; compliance status not disclosed.
Governance Assessment
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Strengths:
- Independence and audit competency: Ms. Tudor is an independent director with CPA credentials and serves on the Audit/Compensation Committee, which met six times in FY2024 and operates with independent membership; she co‑signed the Committee’s audit report.
- Engagement: At least 75% meeting attendance and presence at the 2024 Annual Meeting indicate baseline engagement.
- Related‑party oversight: The Audit/Compensation Committee administers the related‑party transactions policy; committee members (including Tudor) had no relationships requiring disclosure or interlocks.
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Weaknesses / RED FLAGS:
- Controlled Company governance: IMKTA is a controlled company with ~73% voting power held by the Chairman; majority independent board is not required, and there is no nominating committee—concentrated control limits minority shareholder influence on director selection and board composition.
- Director pay alignment: All outside director compensation paid in cash with no disclosed equity holdings beyond a small personal position (Tudor: 300 Class A shares), suggesting limited “skin‑in‑the‑game” alignment.
- Hedging/pledging policy gap: The company discloses it does not currently have formal practices or policies regarding the ability of associates or directors to engage in hedging transactions, which is shareholder‑unfriendly relative to best practices; pledging disclosure for directors is not provided.
- Concentration risk in related‑party transactions: The company engages in related‑party property transactions with the Chairman; while audit reviewed and approved, concentrated control raises perceived conflict risk.
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Shareholder sentiment indicator:
- Say‑on‑pay (executives) passed overwhelmingly in 2024, indicating general support for compensation governance, though not directly tied to director pay practices.