David H. Rankin
SEABOARD CORP /DE/About David H. Rankin
Executive Vice President and Chief Financial Officer of Seaboard Corporation since December 2020; previously Senior Vice President, Taxation and Business Development from April 2015 to December 2020. Age 53 per SEB’s 2024 Form 10-K executive roster. SEB discloses “Pay Versus Performance” showing shareholder return value of a fixed $100 investment, net income, and operating income across 2020–2024; executive bonuses are determined subjectively by the Board and SEB does not use equity compensation, limiting direct TSR alignment in Rankin’s pay mix.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Seaboard Corporation | EVP & CFO | Dec 2020–present | Principal financial officer; SOX 302/906 certifications on 10-K/10-Q filings support governance and controls |
| Seaboard Corporation | SVP, Taxation & Business Development | Apr 2015–Dec 2020 | Led tax and growth initiatives prior to CFO appointment |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in SEB filings reviewed | — | — | SEB’s executive officer disclosures list internal roles only; no external public company directorships identified |
Fixed Compensation
Multi-year summary compensation (USD):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $425,491 | $500,000 | $520,000 | $538,000 |
| Bonus (cash) | $700,000 | $600,000 | $540,000 | $600,000 |
| Change in pension value | $1,412,349 | $0 (actuarial decline reported at zero) | $140,737 | $301,865 |
| All Other Compensation | $70,881 | $106,461 | $93,446 | $111,409 |
| Total | $2,608,721 | $1,206,461 | $1,294,183 | $1,551,274 |
2024 All Other Compensation components (USD):
| Component | Amount |
|---|---|
| Automobile allowance | $30,000 |
| Tax gross-up reimbursements | $26,188 |
| Company matching contributions (Post-2018 Deferred Compensation and/or 401(k) Excess Plans) | $29,320 |
| Note: Other items include 401(k) Retirement Savings Plan contributions and insurance; total All Other Compensation equals $111,409 |
Perquisites and benefits:
- Personal use of company aircraft permitted up to 10 hours per year for Rankin; SEB provides tax gross-up for related income taxes.
- Executive Long-Term Disability: 70% of salary+bonus up to $18,000/month for CFO-level participants.
- Retiree Medical Benefit Plan present value if triggered at 12/31/2024 for Rankin: $340,624.
Performance Compensation
Compensation structure and metrics:
| Incentive type | Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Company and individual performance (Board-determined) | Discretionary (no fixed weights disclosed) | 131.25% of base salary; min $300k; max 175% of base salary (per Employment Agreement) | 2024: $600,000 | Paid in cash; SEB may elect to defer portions under Post-2018 Deferred Compensation Plan to address IRC §162(m) deductibility | Immediate if paid cash; if deferred, paid per Post-2018 plan rules (including 6-year deferral for §162(m) “covered employees”) |
Notes:
- SEB does not maintain equity compensation plans (no stock grants/options), so no PSU/RSU option vesting schedules or equity-based performance metrics are disclosed.
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (shares) | 0 (Rankin) |
| Percent of class | Less than 1% (“*”) |
| Pledged shares | None; SEB states no pledging by officers/directors as of Jan 31, 2025 |
| Equity compensation plans | None (SEB does not maintain stock grants/options; therefore no hedging policy maintained) |
| Post-2018 Deferred Compensation plan – 2024 company contributions | $139,360 |
| Post-2018 Deferred Compensation plan – 2024 aggregate earnings | $104,710 |
| Post-2018 Deferred Compensation plan – balance at FY-end | $982,941 |
| Executive Retirement Plan – Pre-2013 benefit PV | $305,131 |
| Executive Retirement Plan – Post-2012 benefit PV | $3,095,977 |
| Pension Plan – benefit PV | $554,953 |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment Agreement term | One-year term; automatically extends annually unless not renewed or terminated |
| Base salary (initial per agreement) | $425,000 |
| Bonus framework | Target 131.25% of base; max 175%; minimum $300,000 |
| Severance (as of 12/31/2024; involuntary termination without Cause or resignation for Good Reason) | Accrued bonus $540,000; installments over 12 months $538,000; lump-sum payable one year after termination $540,000; total $1,618,000 |
| Definitions | “Cause” and “Good Reason” defined (material breach/policy violation/misconduct/fraud/felony; and diminution in duties, relocation, or company breach) |
| Aircraft personal use | Up to 10 flight hours per year for Rankin; SEB covers incidental fees/expenses and provides tax gross-up |
| Executive Long-Term Disability | 70% of salary+bonus up to $18,000/month |
| Retiree Medical Benefit Plan | Family medical insurance upon retirement/qualifying events; PV for Rankin $340,624 as of 12/31/2024 |
| Tax deductibility | SEB may elect to defer compensation under Post-2018 or LTI plans to address IRC §162(m) nondeductibility |
Performance & Track Record (Company-level context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Shareholder Return – Value of initial fixed $100 investment | 71.51 | 93.07 | 89.49 | 84.84 | 57.90 |
| Peer Group Shareholder Return – Value of fixed $100 | 103.50 | 119.61 | 132.83 | 122.32 | 118.38 |
| Net Income (USD millions) | 283 | 571 | 582 | 227 | 90 |
| Operating Income (USD millions) | 245 | 458 | 657 | (87) | 156 |
Governance notes:
- Compensation oversight by full Board (in absence of a compensation committee); 2024 bonuses and 2025 salaries recommended by Chairwoman and President and approved by the Board.
- SEB shareholders approved NEO compensation on advisory basis in 2023; advisory say-on-pay frequency set to every three years, next vote in 2026.
Investment Implications
- Alignment: Rankin’s pay mix is predominantly cash (salary + annual bonus) with no equity grants/options, resulting in limited direct alignment with TSR; however, sizeable defined benefit/retiree medical and deferred compensation balances contribute to retention incentives.
- Incentive design: Annual bonus is discretionary without disclosed weights/targets, which reduces formulaic pay-for-performance transparency; Company may defer portions to manage §162(m) tax deductibility.
- Ownership/pledging: Rankin holds no SEB shares and has not pledged stock, reducing insider selling pressure but limiting “skin-in-the-game.”
- Severance economics: If terminated without Cause or for Good Reason, total severance and accrued amounts would be ~$1.618 million as of 12/31/2024, paid in installments and a lump sum, which is moderate relative to CEO peer practices and lacks equity acceleration given no equity programs.
- Perks and gross-ups: Personal aircraft use and tax gross-ups persist; while not uncommon at family-controlled firms, such features can be viewed as shareholder-unfriendly by some governance frameworks.