Ellen S. Bresky

About Ellen S. Bresky

Ellen S. Bresky (age 71) is Director and Chairwoman of the Board at Seaboard Corporation (SEB), serving on the board since 2020; she is not independent under NYSE American standards and is the Company’s controlling stockholder through affiliated entities . SEB is a “controlled company,” and Ms. Bresky beneficially owns approximately 73.5% of SEB (714,040.24 shares) via Seaboard Flour LLC, SFC Preferred, LLC, and related trusts and foundations (as of January 31, 2025) .

Past Roles

No prior operating roles at SEB disclosed. Pre-chairwoman service noted on family foundations (see External Roles) .

External Roles

Board Governance

• Structure and independence
  • SEB is a controlled company; independent directors are David A. Adamsen, Douglas W. Baena, and Frances B. Shifman. Remaining directors, including Ms. Bresky, are not independent .
  • Beginning in 2Q 2024, SEB eliminated the Lead Independent Director role .
  • Only standing committee is Audit (independent-only: Baena—Chair; Adamsen; Shifman). SEB has no nominating or compensation committee; the full Board performs those functions .
• Oversight, meetings, and attendance
  • Board held 7 meetings in fiscal 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting in person or telephonically .
  • Audit Committee held 4 meetings in fiscal 2024 .
• Risk oversight and shareholder engagement
  • Risk oversight primarily via Audit Committee; Board otherwise performs general oversight .
  • SEB provides no process for stockholders to send communications directly to the Board, relying instead on SEC proposal processes .

Committee Assignments (Ellen S. Bresky)

• Board Chair; not listed as a member of the Audit Committee; no Compensation or Nominating committees exist (full Board administers) .

Fixed Compensation (Director)

• Company does not provide any equity compensation to directors .

Performance Compensation (Director)

No performance-based or equity compensation for directors; SEB provides no equity awards to its directors .

Other Directorships & Interlocks

• No current public company directorships for Ms. Bresky disclosed; prior non-profit/foundation roles noted above .

Expertise & Qualifications

• Governance/owner perspective: Long-standing leadership within Bresky family enterprises and sole manager roles at controlling shareholder entities (Seaboard Flour LLC, SFC Preferred, LLC) .
• Board biography cites “vested interest” via beneficial ownership as primary qualification for Chairwoman role .

Equity Ownership

• Pledging: As of Jan 31, 2025, to the Company’s knowledge, no officers or directors (including Ms. Bresky) have pledged any of their shares as security .

Related-Party Exposure and Policies

• SEB discloses no formal pre-approval policy for related-party transactions; relies on a conflicts-of-interest policy and annual questionnaires reviewed by HR and General Counsel with escalation to CEO/Board as needed .
• No related-party transactions >$120,000 since the start of fiscal 2024 were disclosed .
• Ms. Bresky’s controlling positions over Seaboard Flour Entities (majority owners of SEB) and relationships with a sitting director who is COO of Seaboard Flour LLC (Mr. Squires) create potential influence/interlock considerations .

Independence, Attendance, and Engagement

Insider Trades and Section 16 Compliance

Compensation Structure Context (Company)

• For executives (context): SEB sets bonuses via a subjective review by the Chairwoman and CEO, with the full Board approving; the most important specific financial measure used in “pay versus performance” disclosure is Operating Income. Advisory say-on-pay votes are held every three years (next in 2026), with prior approval in 2023 .
• SEB does not maintain equity compensation plans, and states it has no policies regarding timing of grants or hedging in SEB securities as a result .

Governance Assessment

• Strengths
  • Clear disclosure of controlled company status and independent Audit Committee with an identified financial expert (Baena) .
  • Robust director attendance (all directors >75% and attendance at annual meeting) .
  • Detailed beneficial ownership breakdown; no share pledging by officers/directors; no related-party transactions >$120k disclosed for 2024 .
• Watch items / RED FLAGS
  • Controlled company with Chairwoman as 73.5% beneficial owner; elimination of Lead Independent Director in 2Q 2024 reduces independent counterbalance at Board level .
  • No Compensation or Nominating Committees; full Board (including non-independent members) sets executive pay and director compensation .
  • No formal related-party transaction pre-approval policy (reliance on internal COI procedures); presence of family relationships on/around the Board and interlocks with controlling shareholder entity (Seaboard Flour LLC COO as a director) elevate conflict risk .
  • No direct shareholder communication channel to the Board (outside SEC proposal process) .
  • Section 16 compliance: one late Form 4 group filing involving Ms. Bresky and affiliated entities in 2024 .
  • Director compensation includes personal aircraft use (21 hours; $113,695 value), which, while disclosed, may be viewed as a shareholder-unfriendly perquisite for a controlling Chair .

Implications for investor confidence: The concentrated control, elimination of the lead independent role, and absence of key independent committees place greater reliance on the Audit Committee and on transparent disclosures. While attendance and audit oversight are positives, investors should monitor related-party governance rigor, independence practices, and any future changes in Board structure or director compensation/perquisites .