Dean E. Erstad
About Dean E. Erstad
Dean E. Erstad, age 62, is Senior Vice President of Sales and Marketing at Seneca Foods, a role he has held since 2001 after joining the company in 1995; prior to Seneca he worked at Owatonna Canning Company . He is an industry veteran with 30+ years’ experience and has served in leadership roles with The Food Institute and PLMA, including stints as Board Chair at both organizations . Company pay-versus-performance shows cumulative TSR for a $100 investment rising to $223.83 by FY 2025, and highlights Annual Adjusted Earnings as the key driver of incentive payouts . Multi-year fundamentals are below to contextualize performance trends.
Company Fundamentals (Annual)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($USD) | $1,467,644,000 * | $1,385,280,000 * | $1,509,352,000 * | $1,458,603,000 * | $1,578,887,000 * |
| EBITDA ($USD) | $179,614,000* | $110,304,000* | $69,059,000* | $154,429,000* | $125,049,000 * |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owatonna Canning Company | Various roles before joining Seneca | Pre-1995 | Prior industry operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Food Institute | Executive Board Director; Board Chair | 6 yrs; 2 yrs as Chair | Industry intel and policy influence |
| Private Label Manufacturers Association (PLMA) | Board Director; Executive Committee; Board Chair | 3 yrs; 6 yrs; 2 yrs as Chair | Private label ecosystem leadership |
| Corporate Video Arts Inc. (American Demographics) | Board Director | 3 yrs | Media/data governance |
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $321,019 | $322,085 | $333,478 |
| Stock Awards ($ grant-date fair value) | $25,000 | $25,000 | $25,000 |
| Pension – Change in Present Value ($) | $0 (negative value reported as $0 under SEC rules) | $73,050 | $83,474 |
| All Other Compensation ($) | $4,662 | $5,326 | $5,459 |
Performance Compensation
| Metric | Plan Design | Target/Bracket | Actual (Payout) | Fiscal Year | Notes |
|---|---|---|---|---|---|
| Executive Profit Sharing Bonus (cash) | Annual Adjusted Earnings vs 10-year Bonus Base; CEO discretionary distribution with Committee approval | 0–50% of salary; tiers 10%, 20%, 30%, 40%, 50% | $160,510 (50% of salary) | FY 2023 | Company exceeded max tier |
| Executive Profit Sharing Bonus (cash) | Same | 0–50% of salary | $161,043 (50% of salary) | FY 2024 | Company exceeded max tier |
| Executive Profit Sharing Bonus (cash) | Same | 0–50% of salary | $66,696 (20% of salary) | FY 2025 | Company at 125%+ bracket → 20% payout |
| RSU Grant | 2007 Equity Incentive Plan; vests ratably over 4 years if employed | 608 sh (8/9/2023) | Grant-date value $25,000 | FY 2024 | No options used by company |
| RSU Grant | Same | 430 sh (8/7/2024) | Grant-date value $25,000 | FY 2025 | — |
RSU Vesting Schedule (Outstanding at FY 2025)
| Vest Date | Shares | Source |
|---|---|---|
| Aug 2025 | 487 | |
| Aug 2026 | 371 | |
| Aug 2027 | 260 | |
| Aug 2028 | 106 |
Value Realized on RSU Vesting
| Fiscal Year | Shares Vested | Value on Vest ($) | Price Basis |
|---|---|---|---|
| FY 2024 | 229 | $10,209 | $44.58–$48.16 on Aug 2023 dates |
| FY 2025 | 381 | $23,009 | $60.39 on Aug 9, 2024 |
Equity Ownership & Alignment
| Holding (as of record date) | Quantity | % of Class | Notes |
|---|---|---|---|
| Class A Common | 4,037 | <1% | Includes 401(k) holdings of 2,084 shares |
| Class B Common | 550 | <1% | Includes 401(k) holdings of 550 shares |
| Restricted Stock (unvested) | 1,224 | — | Market value $108,985 at $89.04 (3/31/2025) |
| Hedging/Pledging | Prohibited | — | No officer/director may hedge or pledge; no margin accounts |
Stock options are not used at Seneca Foods (no awards contemplated) .
Employment Terms
- Role and Tenure: Senior Vice President of Sales and Marketing since 2001; joined Seneca in 1995 .
- Clawback Policy: Board-adopted, applies to current/former executive officers; recovers excess incentive compensation over three completed fiscal years in event of accounting restatement; covers cash/stock awards tied to financial reporting measures (including stock price/TSR) .
- Insider Trading Policy: Prohibits short sales, hedging, derivatives, margin accounts, and pledging for directors/officers .
- Pension: Present value of accumulated benefit $848,879; credited service 29 years; max annual retirement income cap $280,000 (plan formulas disclosed) .
- Deferred Compensation: Executive contributions $29,472; company contributions $4,915; aggregate earnings $6,127; balance $115,430 at 3/31/2025 .
- Equity Plan: 2007 Equity Incentive Plan (extended to 2027); awards vest over four years if employed .
Compensation Committee & Shareholder Feedback
- Committee Composition/Meetings: Compensation Committee—John P. Gaylord (Chair), Kathryn J. Boor, Keith A. Woodward; met 2 times in FY 2025 . Committee independent under NASDAQ; CEO does not participate in his own pay decisions; no outside compensation consultant retained .
- Say-on-Pay: At Aug 9, 2023 meeting, >99% support for NEO compensation; advisory vote frequency set to every three years .
- Pay-for-Performance Disclosure: Annual Adjusted Earnings selected as “company-selected measure” linking compensation actually paid to performance .
Compensation Structure Analysis
- Cash vs Equity Mix: Erstad’s annual equity grants are modest ($25,000 per year) versus cash salary/bonus; equity vests over four years, supporting retention .
- Shift to RSUs: Company uses restricted stock, not options; reduces risk and aligns with retention rather than leveraged option exposure .
- Incentive Design: Annual cash bonus fully formulaic to Annual Adjusted Earnings vs 10-year average; payouts were 50% of salary in FY 2024 and 20% in FY 2025, directly reflecting company performance tiers .
Equity Ownership & Alignment Detail
| Item | Policy/Status | Evidence |
|---|---|---|
| Ownership Guidelines | Not disclosed | — |
| Pledging/Hedging | Prohibited for officers/directors | |
| Beneficial Ownership | Class A 4,037; Class B 550 | |
| Vested vs Unvested | Unvested 1,224 RSU; realized vestings FY24–FY25 shown above | |
| Options | None |
Performance & Track Record
| Measure | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Company TSR ($100 initial) | $118.38 | $129.56 | $131.40 | $143.04 | $223.83 |
| Net Income ($000s) | $126,100 | $46,200 | $9,231 | $63,318 | $41,224 |
| Annual Adjusted Earnings ($000s) | $127,042 | $111,071 | $147,292 | $106,117 | $86,429 |
Annual Adjusted Earnings drives bonus payouts under the Executive Profit Sharing Bonus Plan .
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited; reduces misalignment risk .
- Clawback: Adopted and effective, covering three prior years for restatements; no indemnification for recovered amounts .
- Options: None used; no repricing risk .
- Section 16 Compliance: Company believes all Section 16(a) filings met for FY 2025 .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Start Date | Joined Seneca in 1995; SVP Sales & Marketing since 2001 |
| Contract/Severance/CoC | No individual employment, severance, or change-of-control terms disclosed for Erstad; company-level clawback and insider trading policies in place |
Investment Implications
- Alignment: Cash incentives are tightly linked to Annual Adjusted Earnings; equity is modest and four-year vesting supports retention without option-related leverage risk .
- Selling Pressure: Anti-hedging/pledging rules and absence of options reduce forced-sale risk; near-term RSU vest of 487 shares in Aug 2025 is a manageable event that could create a small liquidity window .
- Retention: Long tenure (since 2001 in current role) plus pension and deferred comp balances indicate strong embedded retention incentives .
- Governance: Strong say-on-pay support (>99%) and independent Compensation Committee; no external consultant suggests conservative pay practices .
- Performance Context: Company TSR improved materially through FY 2025; bonus payouts moderated to 20% in FY 2025, reflecting earnings bracket outcomes—suggesting disciplined pay-for-performance alignment through cycles .