Donald J. Stuart
About Donald J. Stuart
Independent director of Seneca Foods since November 2020; age 69. Senior Advisor/Founder at Cadent Consulting Group; former COO of Kantar Retail; founding partner and former CEO/President and Managing Director at Cannondale Associates; earlier roles at Glendinning Associates and Pillsbury/Green Giant. Education: B.A. Economics, St. Lawrence University; M.B.A., Tuck School of Business at Dartmouth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kantar Retail | Chief Operating Officer | Not disclosed | Retail analytics/consulting leadership |
| Cannondale Associates | Founding Partner; Managing Director; CEO/President | Founded 1992; other dates not disclosed | Built CPG sales/marketing consulting capabilities |
| Glendinning Associates | Management roles (finance/marketing) | Not disclosed | Consumer/retail advisory experience |
| Pillsbury / Green Giant | Management roles (finance/marketing) | Not disclosed | Food industry operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cadent Consulting Group | Senior Advisor / Founder | Current (as disclosed) | Strategy, sales and marketing consulting in CPG |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under NASDAQ; Board determined seven of nine directors are independent (all except CEO Paul Palmby and Peter R. Call) . |
| Board leadership | Non-executive Chair (Kraig H. Kayser); CEO is separate (Paul L. Palmby) . |
| Committees (FY2025) | Audit: Woodward (Chair), Nelson, Ware; Compensation: Gaylord (Chair), Boor, Woodward; Nominating & Governance: Boor (Chair), Gaylord, Ware. Mr. Stuart is not listed on any standing committee . |
| Attendance | Board met 4 times in FY2025; each director attended every Board and applicable committee meeting. All 9 directors attended the 2024 annual meeting . |
| Executive sessions | Board holds executive sessions of non‑management directors as appropriate . |
| Years of service | Director since November 2020; current term runs through 2027 (listed among directors whose terms expire in 2027) . |
Implication: 100% attendance and independence support governance quality; lack of committee assignment reduces direct influence on audit/comp/governance oversight in FY2025 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $20,000 | Non‑employee directors paid $20,000 per quarter . |
| Total FY2025 fees (cash) | $80,000 | Mr. Stuart received $80,000; no equity or meeting/committee fees disclosed . |
Performance Compensation (Director)
| Component | Plan/Metric | FY2025 Outcome |
|---|---|---|
| Equity awards (director) | None disclosed | No stock or option awards reported for directors in FY2025 . |
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Public company boards | None disclosed | Mr. Stuart’s biography lists no current public company directorships . |
| Seneca Foods Pension Plan | Trustee | Disclosure indicates “Ms. Stuart’s husband is a trustee” of the Pension Plan holding 471,000 Class B shares; Ms. Stuart is Mr. Stuart’s spouse, implying Mr. Stuart is a trustee . |
| Seneca Foods Foundation | Family connection | Ms. Susan W. Stuart (spouse) is a director of the Foundation holding company shares; she has shared voting/investment power over those shares . |
RED FLAG: Family linkages to the Seneca Foods Pension Plan (trustee role) and Seneca Foods Foundation (spouse as director) concentrate influence around entities that hold significant Company shares; oversight mitigations not detailed in proxy .
Expertise & Qualifications
- CPG sales, marketing and retail analytics expertise (Cannondale Associates founder; former Kantar Retail COO) .
- Prior operating experience at Pillsbury/Green Giant; finance/marketing background .
- Education: B.A. Economics (St. Lawrence); M.B.A. (Dartmouth Tuck) .
Equity Ownership
| Security | Beneficially Owned | % of Class | Source/Notes |
|---|---|---|---|
| Class A Common | 69,830 | 1.31% | Includes shares held directly by Mr. Stuart (12,616) and by spouse (57,214); Mr. Stuart disclaims beneficial ownership of spouse’s shares . |
| Class B Common | 82,386 | 5.27% | Includes shares held directly by Mr. Stuart (18,894) and by spouse (63,492); disclaimer as above . |
| 6% Preferred | 25,296 | 12.65% | Held directly by spouse; included in Mr. Stuart’s beneficial ownership; disclaimed by Mr. Stuart . |
| 10% Series A Preferred | 53,210 | 13.07% | Split equally between Mr. and Mrs. Stuart (26,605 each); Mr. Stuart disclaims spouse’s shares . |
| 10% Series B Preferred | 30,200 | 7.55% | Split equally between Mr. and Mrs. Stuart (15,100 each); Mr. Stuart disclaims spouse’s shares . |
Implication: Very substantial family ownership across voting classes aligns interests but creates potential perceived influence via spouse holdings and positions tied to Foundation and Pension Plan .
Related-Party Exposure
- Brother‑in‑law (Aaron Wadell) employed as Vice President of e‑Business; FY2025 compensation exceeded $120,000 but did not exceed $272,000; reviewed/approved by Audit Committee Chair as arm’s‑length and similarly structured to peers .
- My‑T Acres supply arrangement (Director Peter R. Call) is unrelated to Mr. Stuart but indicates broader board‑level related‑party context; reviewed as arm’s length .
RED FLAG: Immediate family connection (brother‑in‑law) in a VP role within the Company with compensation above Item 404 threshold; although approved, it introduces potential conflict optics requiring ongoing Audit Committee monitoring .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay (2023): Over 99% approval of NEO pay; frequency set to triennial (next frequency vote in 2026) .
- Compensation Committee has never engaged a compensation consultant .
Compensation Committee Analysis (Context)
| Item | Details |
|---|---|
| Composition | Gaylord (Chair), Boor, Woodward – all independent . |
| Interlocks | None in past 3 years . |
| Consultant | None engaged historically . |
Governance Assessment
- Positives: Independent; 100% attendance; deep CPG/retail analytics experience; meaningful beneficial ownership aligning interests; separate Chair/CEO structure; robust committee independence .
- Concerns/Monitoring Items:
- Related‑party employment (brother‑in‑law VP); above 404 threshold though reviewed and approved – monitor for role changes/comp increases and ensure continued arm’s‑length oversight. RED FLAG .
- Family influence via Foundation (spouse as director) and Pension Plan (trustee role) holding significant Company shares; governance safeguards around voting/recusals not elaborated – consider enhanced disclosure and formal recusal policies. RED FLAG .
- No standing committee assignment in FY2025 reduces direct oversight input on audit/comp/nominating; consider future committee placement to leverage expertise .
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