David M. Becker
SEABOARD CORP /DE/About David M. Becker
Executive Vice President, General Counsel and Secretary of Seaboard Corporation; serves as corporate officer and signatory for proxy materials. Tenure exceeds 30 years at Seaboard; public recognition for 30 years of service, and LinkedIn shows long-standing GC role. Education: JD (University of Iowa College of Law) and undergraduate at Drake University. Company performance context: FY2024 Operating Income $156M and Net Income $90M; cumulative TSR 57.90 vs peer group TSR 118.38; FY2023 Operating Income $(87)M and Net Income $227M; FY2022 Operating Income $657M and Net Income $582M .
Company Revenues and EBITDA (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 11,243,000,000 | 9,562,000,000 | 9,100,000,000 |
| EBITDA ($USD) | 890,000,000* | 203,000,000* | 464,000,000* |
Values with asterisk retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seaboard Corporation | Senior Vice President; General Counsel and Secretary | SVP since Apr 2011; GC & Secretary since Dec 2003 | Oversight of corporate legal affairs and governance; secretary responsibilities |
| Seaboard Corporation | Vice President | Feb 2001 – Apr 2011 | Corporate legal and compliance leadership |
| Seaboard Corporation | Assistant Secretary | May 1994 – 2003 | Corporate records and board support |
| Seaboard Corporation | General Counsel | Apr 1998 – 2001 | Chief legal counsel duties |
External Roles
- No board directorships disclosed for Becker in Seaboard’s proxy; he is not listed among director nominees or current directors .
- Current corporate officer listing confirms executive role, not board seat .
Fixed Compensation
| Component (FY2024) | Amount ($USD) | Notes |
|---|---|---|
| Base Salary | 621,300 | Approved by Board; salary increases generally cost-of-living adjustments |
| All Other Compensation (total) | 114,687 | Includes items below |
| Company Matching Contributions (Deferred Comp/401(k) Excess) | 38,052 | Post-2018 Deferred Comp and/or 401(k) Excess Plans |
| Automobile Allowance | 30,000 | Per executive policy |
| Tax Gross-up on Perks | 23,080 | Gross-up for taxes on specified perquisites |
| Personal Aircraft Use (Allotment) | Up to 10 hours/year | Benefit permitted for NEOs (actual use not disclosed for Becker) |
Performance Compensation
| Metric | Weighting | Target | Actual (FY2024) | Payout (FY2024) | Vesting/Deferral |
|---|---|---|---|---|---|
| Operating Income and subjective company/individual performance | Subjective; Operating Income identified as sole specific financial measure linking pay to performance | Not disclosed | Operating Income $156M | Annual bonus $725,000; $400,000 of bonus deferred into Post-2018 Deferred Compensation Plan | Cash bonus; deferral subject to Post-2018 plan rules and Code §162(m) timing |
Notes:
- Seaboard does not grant equity incentives (no RSUs/PSUs/options), and bonuses are determined subjectively considering individual performance and overall financial/operational performance .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total Beneficial Ownership (shares) | -0- |
| Ownership as % of Shares Outstanding (971,055 outstanding as of record date) | 0.00% |
| Pledging/Hedging | No pledging by officers/directors as of Jan 31, 2025; company does not maintain equity hedging policy due to no equity plans |
| Vested vs Unvested Shares | Not applicable (no equity grants) |
| Stock Ownership Guidelines | Not disclosed; company emphasizes subjective compensation without equity incentives |
| Section 16 Compliance | All required reports timely filed in FY2024, except a late Form 4 group filing by Bresky affiliates (no late filing cited for Becker) |
Investment Option Plan (legacy, non-stock):
| Metric (FY2024) | Amount ($USD) |
|---|---|
| Aggregate Earnings (FY2024) | 44,668 |
| Aggregate Withdrawals/Distributions (FY2024) | 314,588 |
| Aggregate Balance at FY End | 259,535 |
| Exercise Price for Option (Net) | 17,205 |
| Aggregate Balance at Last FY End (alt presentation) | 242,330 |
Insider trading activity:
- Attempted to fetch Form 4 activity for David M. Becker (2024-01-01 to 2025-11-19) via insider-trades skill; API returned unauthorized (401), so trading pattern analysis could not be completed at this time. Section 16 compliance disclosures indicate no delinquent filings for Becker in FY2024 .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; Becker does not have an employment agreement with Seaboard |
| Severance Multiples (Salary+Bonus) | Not applicable; severance table covers executives with agreements, excludes Becker |
| Change-of-Control (CoC) | Executive Retirement Plan and Retiree Medical benefits include CoC payment triggers as described; Post-2018 Deferred Comp payments subject to §162(m) and timing rules |
| Executive Retirement Plan (ERP) – Pre-2013 Benefit PV | $4,882,474 (fully vested) |
| ERP – Post-2012 Benefit | Post-2012 balance paid in 2019 for Becker |
| Pension Plan PV (Corporate Plan) | $1,048,251 (fully vested) |
| Retiree Medical Benefit (PV at 12/31/2024) | $163,793 |
| Executive Long-Term Disability | Up to $18,000/month (70% of salary+bonus; after 90-day waiting period) |
| Perquisites | Automobile allowance; fuel card; personal aircraft use permitted; tax gross-ups apply to specified perquisites |
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2023 Say-on-Pay: Votes For 1,055,630; Against 57,170; Abstain 933; broker non-votes 18,496 .
- Frequency of Say-on-Pay: 3 years received 954,042 votes; Board adopted triennial frequency; next Say-on-Pay at 2026 Annual Meeting .
- Board sets bonuses via subjective review (Chairwoman and CEO recommendations), consistent with controlled company status .
Compensation Structure Analysis
- No equity incentives: Seaboard does not maintain stock-based compensation; all executive pay is cash-based (salary, discretionary bonus) plus retirement/perquisite programs, reducing direct alignment with TSR but avoiding dilution .
- Bonus determination is discretionary and primarily considers individual performance and general financial/operational performance, with Operating Income disclosed as the most important measure; absence of formal targets/weightings limits pay-for-performance transparency .
- Guaranteed and fixed elements: Material fixed components include ERP/Pension benefits (fully vested), retiree medical, LTD, auto allowance, and tax gross-ups—tax gross-up on perquisites is a shareholder-unfriendly feature .
- Ownership alignment: Becker holds no SEB shares and executives do not pledge shares; company lacks hedging policies due to no equity plan, diminishing “skin in the game” alignment signals .
Investment Implications
- Alignment: Cash-heavy, discretionary bonus program with no equity grants and zero share ownership weakens direct alignment with shareholder returns; however, substantial vested retirement benefits and long tenure can support retention and continuity .
- Retention and selling pressure: With no equity grants/RSUs/options and no pledged shares, insider selling pressure tied to vesting/calendars is minimal; deferred bonus ($400,000) suggests compensation timing management rather than equity-driven sales .
- Governance risk markers: Presence of tax gross-ups and discretionary bonuses despite an FY2023 operating loss indicate limited formal pay-performance linkage; controlled company structure centralizes compensation decisions with the full Board .
- Performance backdrop: FY2024 Operating Income recovered to $156M from FY2023’s $(87)M; cumulative TSR lagged weighted industry peers (57.90 vs 118.38), underscoring the importance of operational execution over market multiples for Seaboard’s diversified businesses .
Note: EBITDA values marked with asterisk in the performance table were retrieved from S&P Global.