Patrick Gaston
About Patrick Gaston
Independent director at Laird Superfood (LSF) since 2021, age 67. Former Chairman of Bed Bath & Beyond; previously co‑chair of its Compensation Committee and member of its Audit Committee. Founder and President/CEO of PG Consulting (est. 2012), advising corporations and non‑profits on CSR/ESG, strategy, partnerships, and philanthropy. Education: B.A. in Management (University of Massachusetts) and MBA (Northeastern University). Expertise spans leadership and CSR with public company board and committee experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bed Bath & Beyond, Inc. | Chairman | Through 2020 | Co‑chair, Compensation Committee; member, Audit Committee |
| PG Consulting | President & CEO (Founder) | 2012–present | CSR/ESG strategy, strategic planning, partnerships, philanthropy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bed Bath & Beyond, Inc. | Director/Chairman | Through 2020 | Public company directorship; compensation and audit committee experience |
Board Governance
- Independence: Board determined Gaston is independent under SEC and NYSE American rules; only CEO (Vieth) and Chief Innovator (Hamilton) are not independent .
- Committee assignments:
- Compensation Committee Chair (members: Gaston, Graves, Naylor; all independent; uses FW Cook as independent consultant with no other engagements) .
- Nominating & Corporate Governance Committee: Member in 2024 alongside Naylor (Chair) and LaMontagne; membership changed in 2025 to Graves, LaMontagne, Naylor (no Gaston) .
- Audit Committee: Not a member .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 and 2023 .
- Meetings held:
- 2023: Board 11; Audit 4; Compensation 5; Nominating 3 .
- 2024: Board 11; Audit 4; Compensation 4; Nominating 3 .
- Executive sessions: Non‑employee directors meet in executive session without management at least twice a year; independent directors also meet at least twice a year if non‑employees include non‑independent directors .
- Board leadership: Independent Chair (Barker); roles of Chair and CEO are separated to enhance oversight .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (program terms) | $45,000 for non‑employee directors; Chair of Board +$25,000; committee member retainers: Audit $7,000, Compensation $5,000, Nominating $4,000; committee chairs receive 2× applicable member amount; no meeting fees; expenses reimbursed | Same structure; annual equity award to directors; timing generally Q2 for Board grants |
| Fees earned or paid in cash (Gaston) | $59,000 | $57,000 |
Performance Compensation
| Equity Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (grant‑date fair value to Gaston) | $36,000 | $95,800 |
| Outstanding director equity at year‑end (Gaston) | Options: —; RSUs: 40,000 (as of 12/31/2023) | Options: —; RSUs: 20,000 (as of 12/31/2024) |
| Vesting & award form (program terms) | Annual director equity under Omnibus Incentive Plan; directors may elect options, RSUs, or 50/50 split; awards vest after one year | Same; equity awards to Board generally in Q2; awards scheduled mindful of MNPI; director awards vest after one year |
| Clawback/recoupment policy | Company maintains Incentive Compensation Recoupment Policy; awards under Incentive Plan subject to Company clawback; no indemnification/advancement for executives opposing recovery | |
| Anti‑hedging/pledging | Directors prohibited from hedging; pledging/margin accounts prohibited unless pre‑approved by Audit Committee |
Note: No performance metrics (e.g., TSR/EBITDA) tied to director equity disclosed; director awards appear time‑based .
Other Directorships & Interlocks
| Person | Other Public Boards | Committee Roles |
|---|---|---|
| Patrick Gaston | Bed Bath & Beyond, Inc. (through 2020) | Co‑chair Compensation; former Audit member |
No disclosed interlocks with LSF competitors/suppliers/customers related to Gaston in Item 404 .
Expertise & Qualifications
- Leadership and CSR/ESG strategy experience; public company board and committee background .
- Board skills matrix indicates areas of reliance across directors (public company financing, operational leadership, accounting/financial expertise, M&A); Gaston included in these capabilities .
Equity Ownership
| As of | Outstanding Shares Beneficially Owned | Shares Exercisable Within 60 Days | Total Beneficially Owned | Percent of Class |
|---|---|---|---|---|
| May 3, 2024 | 15,718 | 40,000 | 55,718 | <1% (*) |
| May 15, 2025 | 55,718 | 20,000 | 75,718 | <1% (*) |
- Insider trading policy prohibits hedging and pledging without pre‑approval; no pledging disclosure for Gaston .
- Director stock ownership guidelines not disclosed in proxy; beneficial ownership totals reported above .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with formal use of independent consultant (FW Cook), reviewed for independence and barred from other company engagements; robust anti‑hedging/pledging and clawback policies; consistent attendance ≥75%; independent Chair separates oversight from management .
- Pay/Alignment: Mix of modest cash retainer+committee chair fees with annual equity that vests in one year; Gaston’s equity increased in 2024 ($95.8k) while cash fees modest, indicating equity alignment; RSUs outstanding fell from 40k to 20k, consistent with vesting and ownership accumulation .
- Potential watch items: 2024 administrative error in equity plan share availability led to reduced option grants and a plan amendment to increase share reserve; while Board‑level process issue, as Compensation Committee Chair Gaston’s oversight of equity programs is relevant—management disclosed corrective actions and sought stockholder approval .
- Conflicts/Related Parties: No related‑party transactions disclosed for Gaston; Audit Committee screens Item 404 transactions and reviews/approves related person transactions; disclosed related‑party payments involved the cofounder’s spouse (marketing services), not Gaston .