Douglas W. Baena
SEABOARD CORP /DE/About Douglas W. Baena
Douglas W. Baena, age 82, is an independent director of Seaboard Corporation (SEB) and has served on the Board since 2001. He is Chairman of the Audit Committee and has been designated an “audit committee financial expert,” reflecting an accounting background and prior experience as a Certified Public Accountant. Baena is self‑employed (since 1997) facilitating equipment lease financings and consulting, doing business as CreditAmerica Corporation, which underpins his finance and leasing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaboard Corporation | Director | 2001–present | Chairman of Audit Committee; designated “audit committee financial expert”; provides risk oversight of financial reporting and internal audit |
| Seaboard Corporation | Lead Independent Director | Through Q1 2024 (retainer ended beginning Q2 2024) | Lead independent director role discontinued; signal on governance balance in a controlled company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CreditAmerica Corporation | Self‑employed; facilitation of equipment lease financings and consulting | Since 1997 | Finance and leasing expertise applicable to audit oversight |
Board Governance
- Independence: Baena is one of three independent directors under NYSE American standards; SEB is a “controlled company” (more than 50% voting power held by Seaboard Flour Entities) and is exempt from certain committee independence requirements .
- Committee assignments: Audit Committee member and Chair (with full and free access for KPMG and SVP Audit Services); Audit Committee held four meetings in 2024 .
- Financial expertise: Board determined Baena is an “audit committee financial expert” and independent under applicable standards .
- Board activity and attendance: The Board met seven times in 2024; each director attended more than 75% of Board and committee meetings; all directors attended the 2024 annual meeting in person or telephonically .
- Executive sessions: Independent directors meet regularly, including at least annually in executive session without non‑independent directors and management .
- Governance structure: SEB does not have compensation or nominating committees; full Board performs those functions due to controlled company status .
Fixed Compensation
- Director pay is entirely cash; SEB does not provide equity compensation to directors .
Director compensation rates by quarter (2024):
| Component | Q1 2024 Rate ($) | Q2 2024 Rate ($) | Q3 2024 Rate ($) | Q4 2024 Rate ($) |
|---|---|---|---|---|
| Director retainer (non‑Chair) | 20,000 | 20,000 | 20,000 | 20,000 |
| Audit Committee Chair fee | 2,500 | 10,000 | 10,000 | 10,000 |
| Audit Committee member fee | 2,500 | 2,500 | 2,500 | 2,500 |
| Lead Independent Director retainer | 12,500 | Discontinued | Discontinued | Discontinued |
Total fees earned (2024):
| Director | 2024 Total Fees ($) |
|---|---|
| Douglas W. Baena | 135,000 |
Performance Compensation
- None. SEB provides no equity grants, options, RSUs/PSUs, or performance‑based pay to directors .
Expertise & Qualifications
- Accounting and CPA background; finance and leasing transactions experience via CreditAmerica .
- Audit Committee financial expert designation; chairs pre‑approval of audit and permissible non‑audit services (delegated authority up to $100,000), with 100% of FY2024 audit‑related, tax, and other fees pre‑approved .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged? | As‑Of |
|---|---|---|---|---|
| Douglas W. Baena | 115.00 | <1% | No pledging by officers/directors, to SEB’s knowledge | Jan 31, 2025 |
Governance Assessment
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Strengths:
- Independent director with deep accounting/finance background; designated audit committee financial expert .
- Active oversight: Audit Committee met four times in 2024; independent auditors have unrestricted access; robust pre‑approval policy for audit/non‑audit services .
- Board separation of Chairwoman and principal executive officer roles; regular executive sessions for independent directors; attendance above 75% for all directors .
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Risks and RED FLAGS:
- Controlled company with concentrated ownership (~73.5% beneficial ownership) limits minority investor influence; absence of compensation and nominating committees places pay and nominations with full Board (including non‑independent) .
- Lead Independent Director role discontinued beginning Q2 2024, reducing independent leadership counterbalance at Board level; Baena ceased receiving LID retainer thereafter .
- No formal related‑party transaction policy prior to transactions; reliance on annual conflict questionnaires; although SEB reports no >$120,000 related‑party transactions since the start of FY2024, the procedural gap is a governance vulnerability in controlled structures .
- Director alignment: no equity compensation to directors and minimal personal holdings (Baena: 115 shares, <1%), potentially weakening long‑term alignment with minority shareholders .
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Signals for investors:
- Audit oversight appears rigorous (financial expert chair, structured pre‑approval, independence confirmations), which supports financial reporting quality .
- The elimination of the LID role and concentrated ownership elevate the importance of the Audit Committee’s independence and diligence in safeguarding minority shareholder interests .