Edward A. Gonzalez
SEABOARD CORP /DE/About Edward A. Gonzalez
Edward A. Gonzalez is President and Chief Executive Officer of Seaboard Marine Ltd., a wholly owned subsidiary of Seaboard Corporation, and has served in this role since January 2005 . He is listed among Seaboard’s executive officers at age 59 in the latest Form 10-K . Company-level performance context for the most recent years shows cumulative TSR of 57.90 in 2024 (84.84 in 2023; 89.49 in 2022), net income of $90 million in 2024 ($227 million in 2023; $582 million in 2022), and operating income of $156 million in 2024 (($87) million in 2023; $657 million in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seaboard Marine Ltd. | President & CEO | January 2005–present | Not disclosed |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
Base Salary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 624,000 | 646,000 |
Perquisites & Other Compensation Detail
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| 401(k) Excess/Matching contributions | 91,760 | 92,040 |
| Auto allowance | 30,000 | 30,000 |
| Airplane benefit | 27,617 | — (not disclosed for Gonzalez) |
| Tax gross-up on perquisites | 33,734 | 24,286 |
| All Other Compensation (total) | 188,754 | 176,734 |
Performance Compensation
Seaboard does not grant equity incentives (no stock grants or options); executive bonuses are set by the Board based on subjective assessments of individual and company performance. The company identifies Operating Income as the most important financial measure linking compensation actually paid to performance .
| Year | Employment Agreement Minimum Bonus ($) | Actual Bonus Paid ($) | Performance Metric Basis | Vesting |
|---|---|---|---|---|
| 2022 | 400,000 | 2,000,000 | Subjective; Company Operating Income emphasis | Cash, immediate |
| 2023 | 400,000 | 2,000,000 | Subjective; Company Operating Income emphasis | Cash, immediate |
| 2024 | 400,000 | 1,750,000 | Subjective; Company Operating Income emphasis | Cash, immediate |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | -0- |
| Ownership as % of shares outstanding | * (<1%) |
| Shares pledged | None to the company’s knowledge as of Jan 31, 2025/2024 |
| Stock ownership guidelines | Not applicable/disclosed; Seaboard does not maintain equity compensation plans |
| Options/RSUs/PSUs outstanding | None (company does not grant equity) |
Employment Terms
| Contract Element | Details |
|---|---|
| Agreement term | Three-year term as of Dec 31, 2024, expiring Dec 31, 2027, unless not renewed or otherwise terminated . Prior amendment (Jul 31, 2023) provided automatic three-year renewals on Dec 31, 2023 and Dec 31, 2024 unless non-renewal notice is given . |
| Initial base salary (per agreement) | $420,000 |
| Minimum annual bonus | $400,000 |
| Non-compete | Extended from six months to one year following termination (First Amendment dated Jul 31, 2023) |
| Airplane personal use | Up to 10 hours per year; tax gross-up provided for related taxes |
| Severance (termination without Cause or resignation for Good Reason, as of 12/31/2024) | Accrued bonus $2,000,000; installments $646,000 (12 months); lump sum $7,292,000 (payable one year post-termination); total $9,938,000 |
| Severance (as of 12/31/2023) | Accrued bonus $2,000,000; installments $624,000; lump sum $7,248,000; total $9,872,000 |
| Retiree medical benefit | Present value cost to Seaboard if triggered on 12/31/2024: $229,999 ; prior year $261,136 |
| Clawbacks/ownership pledging policy | No clawback provision disclosed; no pledging by officers/directors to company’s knowledge |
Pension and Retirement Benefits
| Plan | Value/Payment ($) | Date/Period | Notes |
|---|---|---|---|
| Marine Pension Plan – Present Value of Accumulated Benefit | 1,037,800 | 12/31/2024 | Fully vested; earliest unreduced commencement age is 62; specific annuity forms defined by plan |
| Marine Pension Plan – Present Value of Accumulated Benefit | 972,944 | 12/31/2023 | Fully vested |
| Cash Balance Executive Retirement Plan – Final distribution | 6,361,710 | July 2023 | Final distribution; prior distributions totaled $3,923,917 |
| Pre-1993 frozen defined benefit (annual amount at age 62) | $2,643 per year | 1995 actuarial determination | Ten-year certain and continuous annuity form |
Performance & Track Record (Company-level context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR | 89.49 | 84.84 | 57.90 |
| Net Income ($MM) | 582 | 227 | 90 |
| Operating Income ($MM) | 657 | (87) | 156 |
Compensation Structure Analysis
- Heavy cash orientation with high discretionary annual bonuses (no equity grants or options), limiting direct shareholder-aligned equity exposure; Operating Income is identified as the key performance measure in pay-versus-performance disclosure, but bonuses are determined subjectively by the Board .
- Guaranteed elements include minimum annual bonus ($400,000) and evergreen multi-year contract term—both increase payout certainty independent of formal metric achievement .
- Significant severance economics (total potential ~$9.94 million as of year-end 2024) create retention and termination cost considerations for the company .
- Perquisites include personal aircraft time and tax gross-ups, which are generally viewed as shareholder-unfriendly; Gonzalez’s tax gross-up was $24,286 in 2024 ($33,734 in 2023) .
Board Governance and Say‑on‑Pay
- Seaboard is a “controlled company” and does not have a compensation committee; the full Board sets executive compensation, with bonuses based on subjective review of company and individual performance .
- Stockholders approved executive compensation on an advisory basis at the 2023 annual meeting; the Board determined say‑on‑pay will be held every three years, with the next vote in 2026 .
Equity Ownership & Insider Selling Pressure
- Gonzalez reports no beneficial ownership of Seaboard stock and, to the company’s knowledge, has pledged no shares; combined with the absence of equity awards, this indicates minimal insider selling pressure (no scheduled vesting events) but also low equity alignment .
Employment Terms (Risk, Retention, Change‑of‑Control)
- Contract structure provides multi-year renewal mechanics and extends non‑compete to one year, increasing retention leverage; severance structure provides sizable lump‑sum one year post‑termination and 12 months of installment payments .
- Certain benefit plans (e.g., retiree medical; long-term incentive/retirement plans for eligible participants) include change‑of‑control payment triggers; Gonzalez’s LTI participation is not disclosed, but retiree medical benefits are triggered on change of control .
Investment Implications
- Alignment: Absence of equity compensation and zero reported ownership reduce direct shareholder alignment; compensation is predominantly cash with discretionary bonuses tied broadly to company performance, not explicit multi-metric scorecards .
- Retention vs. exit cost: Evergreen multi‑year terms, one‑year non‑compete, and ~$9.9 million severance package increase retention but make leadership transitions costly .
- Signal assessment: Subjective bonuses alongside Operating Income emphasis can flex with cyclical results; perquisites and tax gross‑ups detract from governance optics .
- Insider pressure: No equity grants and no pledged shares imply limited forced selling around vest dates; however, low equity “skin‑in‑the‑game” persists .