Frances B. Shifman
SEABOARD CORP /DE/About Frances B. Shifman
Frances B. Shifman, age 74, is an independent director of Seaboard Corporation (SEB) and a member of the Audit Committee. She has served on SEB’s Board since 2021 and brings 25+ years of executive experience in property management and real estate, including nine years as COO of NAIOP Massachusetts; she has been recognized as NAIOP national “Executive of the Year.” She is noted as a director/trustee for multiple non-profit organizations unrelated to Seaboard . SEB classifies her as independent under NYSE American listing standards; the company is a controlled company due to majority ownership by Seaboard Flour entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAIOP Massachusetts | Chief Operating Officer | 9 years | Led lobbying, public affairs, education, research; recognized nationally as “Executive of the Year” . |
| Property Management/Real Estate (various) | Executive roles | 25+ years | Broad operational and management experience in real estate sectors . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profit organizations (no SEB relationship) | Director/Trustee | Current | Unspecified organizations; Board biography indicates multiple non-profit posts . |
Board Governance
- Board structure and independence: SEB is a “controlled company” under NYSE American rules; independent directors are David A. Adamsen, Douglas W. Baena, and Frances B. Shifman. SEB has only an Audit Committee; no compensation or nominating committee, with full Board handling those functions .
- Committee assignments: Audit Committee member; Audit Committee comprised solely of independent directors; Baena is the Audit Committee Chair. Audit Committee met 4 times in FY2024 (2 telephonic, 2 in-person) .
- Attendance: Board held 7 meetings in FY2024 (3 telephonic, 4 in-person). Each director attended more than 75% of Board and applicable committee meetings during 2024 .
- Lead independent director: Role discontinued beginning Q2 2024 .
- Independence and relationships: SEB states Shifman is independent; however, she is a first cousin of Chairwoman Ellen S. Bresky by marriage (potential perception risk) .
Fixed Compensation
Director compensation is cash-only; no equity for directors. In 2024, the structure included: $20,000 quarterly retainer for directors; $2,500 per quarter for Audit Committee members; Audit Committee Chair received $10,000 per quarter (raised from $2,500 in Q2 2024); lead independent director stipend of $12,500 per quarter applied in Q1 2024 only .
| Component (2024) | Amount | Notes |
|---|---|---|
| Director retainer (Quarterly) | $20,000 per quarter | Applies to all non-Chair directors |
| Audit Committee membership | $2,500 per quarter | Shifman is a member |
| Audit Committee Chair retainer | $10,000 per quarter | Chair only (Baena) |
| Lead Independent Director retainer | $12,500 in Q1 2024 | Discontinued starting Q2 2024 |
| Total cash paid to Frances B. Shifman (2024) | $90,000 | As disclosed in Director Compensation Table |
SEB does not provide equity compensation to directors .
Performance Compensation
- None. SEB provides no equity-based grants (RSUs/PSUs/options) and no performance-linked director compensation; policy explicitly states no director equity compensation .
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Potential Conflict Note |
|---|---|---|---|
| Seaboard Corporation | Independent Director; Audit Committee Member | Director since 2021 | Classified as independent; familial tie exists to controlling shareholder (first cousin by marriage to Chair) . |
| Non-profit organizations (various) | Director/Trustee | Current | No SEB relationship disclosed . |
Expertise & Qualifications
- Real estate and property management executive background spanning 25+ years; COO of NAIOP Massachusetts for nine years, with public affairs and lobbying expertise; national recognition as NAIOP “Executive of the Year” .
- Audit Committee service reflects governance experience; Audit Committee operates under a charter and oversees financial reporting and auditor independence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Frances B. Shifman | 27 shares | ~0.0028% (27 / 971,055) | Company indicates “less than 1%”; no pledging disclosed for directors as of Jan 31, 2025 . |
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| FY2024 | None disclosed for Shifman in proxy | Company states all Section 16 filings timely in FY2024 except one late group filing by Chairwoman Ellen S. Bresky and her entities; no exceptions noted for Shifman . |
Governance Assessment
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Positive signals:
- Independent director serving on an all-independent Audit Committee; Audit Committee provides auditor oversight and meets with auditors privately .
- Board reports all directors met >75% attendance; Shifman is included in that statement .
- No related-party transactions >$120,000 since start of FY2024 disclosed; annual conflicts questionnaire process in place .
- No Section 16 delinquency noted for Shifman; compliance message identifies an exception for other insiders only .
-
Constraints and potential concerns:
- Controlled company governance: no compensation or nominating committee; full Board sets executive pay without a dedicated independent compensation committee; limited checks and balances versus standard NYSE practices .
- Familial relationship to Chairwoman (first cousin by marriage) may affect perceived independence, despite formal classification as independent .
- Alignment considerations: Directors receive cash-only compensation; SEB has no director equity grants; Shifman’s personal ownership is minimal (27 shares), reducing “skin-in-the-game” alignment versus peers that use director equity grants .
- Lead independent director role eliminated in Q2 2024, consolidating influence under controlled-company structure .
Overall, Shifman appears engaged (attendance threshold met) with relevant governance and financial oversight experience. However, the controlled-company framework, lack of equity-based director pay, and family tie to the controlling shareholder create structural governance risks that investors should monitor, particularly around independence and pay oversight .