David A. Adamsen
SEABOARD CORP /DE/About David A. Adamsen
Independent director of Seaboard Corporation; age 73; director since 1995. Background includes more than 35 years in food distribution and manufacturing, with recent role as Vice President – Wholesale Sales at C&S Wholesale Grocers (Jan 2009–2010). Currently serves on Seaboard’s Audit Committee; the Board identifies him as independent under NYSE American standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&S Wholesale Grocers | Vice President – Wholesale Sales | Jan 2009–2010 | 35+ years of food industry experience cited as qualification |
| Food distribution and manufacturing sector | Various roles | Not disclosed | Sector experience used as core qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed in biography |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprised solely of independent directors (Adamsen, Baena—Chair, Shifman). Audit Committee met 4 times in fiscal 2024 and oversees audit, internal audit, and auditor independence.
- Independence: Identified as independent under NYSE American listing standards.
- Attendance: Each director attended more than 75% of Board and committee meetings in 2024; Board held 7 meetings (3 telephonic, 4 in person).
- Controlled company: Seaboard is a “controlled company” (Bresky family >50% voting power). No compensation or nominating committee; independent directors meet at least annually in executive session. Lead independent director role eliminated beginning Q2 2024.
- Shareholder communications: Board does not provide a separate process for stockholders to send communications to the Board.
Board and Committee Activity (2024)
| Metric | Count | Notes |
|---|---|---|
| Board meetings | 7 | 3 telephonic, 4 in-person; all directors >75% attendance |
| Audit Committee meetings | 4 | 2 telephonic, 2 in-person; Baena designated “financial expert” |
Fixed Compensation
| Component | Amount | Frequency/Period | Applies to Adamsen |
|---|---|---|---|
| Director retainer (non-Chair) | $20,000 | Per quarter (2024) | Yes |
| Audit Committee membership fee | $2,500 | Per quarter (2024) | Yes |
| Audit Committee Chair fee | $10,000 | Per quarter (from Q2 2024; increased from $2,500) | No (Baena is Chair) |
| Lead Independent Director fee | $12,500 | Per quarter (Q1 2024 only) | No (role discontinued from Q2) |
2024 Director Compensation – David A. Adamsen
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| All Other Compensation | $0 |
| Total | $90,000 |
Seaboard provides no equity compensation to directors; Ms. Bresky alone receives personal aircraft use perquisites.
Performance Compensation
| Component | Value | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | Company provides no equity compensation to directors |
| Option awards | $0 | No director equity plan |
| Performance metrics tied to director pay | Not applicable | No equity or performance-based director pay disclosed |
| Hedging/pledging policies | Company states it does not maintain equity plans; as a result, it does not maintain policies/practices regarding timing/grants or hedging in Seaboard securities (context: executive comp) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed in proxy biography | — | — | No other public company boards disclosed for Adamsen |
Expertise & Qualifications
- 35+ years in food, distribution, and manufacturing; industry experience cited as core qualification for Seaboard’s diversified agribusiness model.
- Audit Committee service; Board’s independent oversight focused through Audit Committee.
- Independent under NYSE American standards.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged | As-of Date |
|---|---|---|---|---|
| David A. Adamsen | 20 | <1% (“*”) | None pledged | January 31, 2025 |
Seaboard notes that, to its knowledge, none of its officers or directors has pledged their beneficially owned shares as security.
Governance Assessment
- Strengths: Long-tenured independent director (since 1995) with deep food industry experience; consistent Audit Committee engagement; Board and committee attendance above 75% in 2024; Audit Committee operates under charter with independent membership and designated financial expert.
- Alignment concerns: Directors receive cash-only compensation; no equity grants or ownership requirements disclosed, and Adamsen beneficially owns only 20 shares (<1%), which may limit “skin-in-the-game” alignment relative to peers.
- Controlled company risks: Majority family control, absence of compensation and nominating committees, and elimination of the lead independent director role in Q2 2024 reduce independent checks on governance and may heighten conflict risk; independent directors meet in executive session at least annually.
- RED FLAGS: Lack of director equity compensation or ownership guidelines (performance alignment risk); controlled company exemptions and no shareholder communication process to Board; removal of lead independent director role.
Overall, Adamsen’s independence and Audit Committee role support board effectiveness, but low personal ownership and controlled-company structures suggest investors should rely more on Audit Committee rigor and financial reporting quality as confidence signals, rather than equity alignment.