Paul M. Squires
SEABOARD CORP /DE/About Paul M. Squires
Paul M. Squires (age 70) is a Director of Seaboard Corporation (SEB) since 2016 and Chief Operating Officer of Seaboard Flour LLC since 2006, following prior service as Controller of Seaboard Flour LLC (2003–2004). He holds an accounting degree (1977) and is a licensed Certified Public Accountant (since 1980), bringing accounting and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaboard Flour LLC | Controller | 2003–2004 | Accounting leadership at controlling shareholder’s entity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seaboard Flour LLC | Chief Operating Officer | 2006–present | Reports to Ellen S. Bresky, Manager of Seaboard Flour LLC, which owns 36.9% of SEB |
| SJB SEB LLC | Sole Manager | Not disclosed | Entity holds 4,661 SEB shares; sole member is an irrevocable trust co‑trusteeed by Ellen S. Bresky |
Board Governance
- Board structure and independence: SEB is a controlled company under NYSE American rules (majority owned by Seaboard Flour entities). Only three directors (Adamsen, Baena, Shifman) are independent; Squires is not independent under NYSE American standards .
- Committees: SEB maintains only an Audit Committee (independent members: Adamsen, Baena—Chair, Shifman). Squires is not a member; there is no compensation or nominating committee, with the full Board handling those functions .
- Attendance and engagement: The Board met 7 times in 2024; each director attended >75% of Board and committee meetings. All directors attended the 2024 annual meeting in person or telephonically. SEB eliminated the Lead Independent Director role in Q2 2024; independent directors meet at least annually in executive session .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees earned or paid in cash | $80,000 | FY2024 director compensation for Squires |
| Quarterly director retainer | $20,000 per quarter | Standard retainer for directors other than Chairwoman |
| Audit Committee member retainer | $2,500 per quarter | Squires not on Audit Committee; included for structure context |
| Audit Committee Chair retainer | $10,000 per quarter | Increased from $2,500 per quarter in Q2 2024; not applicable to Squires |
| Chairwoman retainer | $37,500 per quarter | Structure context (Chairwoman only) |
| Equity compensation | None | Company does not provide equity compensation to directors |
Performance Compensation
- SEB does not provide equity (RSUs/PSUs/options) or performance‑linked compensation to directors; no disclosed performance metrics for director pay .
- For executives, bonuses are set by the full Board based on subjective review of company and individual performance (primary measure: Operating Income), but this framework does not apply to director compensation .
| Metric | Applies to Directors? | Details |
|---|---|---|
| RSUs/PSUs/options | No | Company does not grant equity to directors |
| Performance metrics (TSR/EBITDA/Operating Income) | No | Director pay not tied to metrics; executive pay uses subjective review with Operating Income as primary measure |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| Seaboard Flour LLC (private) | COO | Employment at controlling shareholder; reports to SEB Chairwoman who manages Seaboard Flour LLC |
| SJB SEB LLC | Sole Manager | Holds 4,661 SEB shares; sole member is a trust co‑trusteeed by Ellen S. Bresky, creating governance proximity to controlling shareholder |
- Family ties on board: Frances B. Shifman is first cousin of Ellen S. Bresky by marriage, further evidencing intertwined relationships on a controlled board .
Expertise & Qualifications
- Accounting degree (1977) and CPA license (1980), providing technical finance and audit literacy relevant to oversight .
- Senior operating experience at Seaboard Flour LLC since 2006, offering operational insights aligned with controlling shareholder’s perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Paul M. Squires | 4,661 | ~0.48% (4,661 / 971,055) | Held via SJB SEB LLC; Squires is sole manager; trust with E. Bresky as co‑trustee is sole member |
| Pledging status | None pledged | N/A | Company states no officers/directors have pledged shares as of Jan 31, 2025 |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late filings (Forms 3/4/5) for Squires | None noted; company reported one late Form 4 group filing for Ellen S. Bresky, Seaboard Flour LLC, and SFC Preferred, LLC (filed Aug 22, 2024) |
Governance Assessment
- Independence and conflicts: Squires is not independent under NYSE American standards and serves as COO of the controlling shareholder (Seaboard Flour LLC), reporting to SEB’s Chairwoman who also manages the controlling entity. This dual role represents a structural conflict, especially given the full Board (including non‑independent members) sets executive compensation without a compensation committee .
- Committee structure: Absence of compensation and nominating committees concentrates power; only Audit Committee exists and is independent. Governance checks are limited in a controlled company context .
- Related‑party oversight: SEB discloses it has no formal pre‑approval policy for related‑party transactions, relying on conflicts questionnaires and counsel review; while no >$120,000 related‑party transactions were reported in FY2024, the lack of formal pre‑approval process is a governance red flag in the presence of controlling shareholder ties .
- Alignment: Director compensation is pure cash (no equity), and Squires’ personal ownership is modest (~0.48% of shares outstanding), limiting direct stock‑based alignment. Company broadly does not provide equity compensation, reducing long‑term alignment signals versus peers .
- Board effectiveness signals: Attendance thresholds were met (>75%), and directors attended the annual meeting, indicating minimum engagement. However, elimination of the Lead Independent Director role in Q2 2024 may weaken independent oversight dynamics .
RED FLAGS: Not independent and employed by controlling shareholder ; no compensation/nominating committees with full Board setting pay ; no formal pre‑approval policy for related‑party transactions ; removal of Lead Independent Director role ; low equity alignment for directors (no equity grants; modest personal holdings) .