Kathryn J. Boor
About Kathryn J. Boor
Independent director of Seneca Foods Corporation since January 2019; age 66. She is Dean of the Graduate School and Vice Provost for Graduate Education at Cornell University, with a BS in Food Science (Cornell), MS in Food Science (University of Wisconsin), and PhD in Microbiology (UC Davis) . She is standing for re-election at the 2025 Annual Meeting for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration Science Board | Member | 2019–2024 | Science advisory oversight |
| US-Israel Binational Agricultural Research and Development Fund (BARD) | Board service | 2019–2024 | Agricultural R&D governance |
| USAID Feed the Future – Food Safety Innovation Lab | Advisory Committee Chair | 2020–2025 | Led food safety innovation advisory |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cornell University | Dean of the Graduate School; Vice Provost for Graduate Education | Current | Academic leadership |
| International Flavors & Fragrance (public) | Director (committee member) | Since Jan 2021 | Innovation; Nominating & Governance |
| Sarepta Therapeutics (public) | Director (committee member) | Since Jun 2022 | Compensation; Nominating & Governance |
Board Governance
- Independence: The Board determined Dr. Boor is independent under NASDAQ standards; seven of nine directors are independent (non-independent: CEO Paul Palmby and Peter R. Call due to a grower contract) .
- Leadership/Structure: Non-executive Chair (Kraig H. Kayser) and separate CEO (Paul L. Palmby); committees comprised entirely of independent directors; the Board holds executive sessions of non-management directors .
- Committee Assignments:
- Compensation Committee: Member; committee met 2 times in FY2025 .
- Corporate Governance & Nominating Committee: Chair; committee met 1 time in FY2025 .
- Attendance: The Board held 4 meetings in FY2025, and each director attended every Board and committee meeting on which they served; all nine directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Frequency | FY2025 Total |
|---|---|---|---|
| Cash retainer (non-employee director) | $20,000 | Quarterly | $80,000 |
No additional meeting fees, chair fees, or equity grants for directors are disclosed; only the quarterly cash retainer is reported .
Performance Compensation
| Category | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Director performance-linked pay | None disclosed | N/A | The proxy reports cash retainers only for directors; no equity or performance-based elements for directors are described . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | International Flavors & Fragrance (Innovation; Nominating & Governance committees); Sarepta Therapeutics (Compensation; Nominating & Governance committees) |
| Compensation Committee interlocks | None: No member of Seneca’s Compensation Committee is/was an officer of Seneca; no interlocking relationships in past three years |
Expertise & Qualifications
- Advanced domain expertise in food science and microbiology; leadership in academic administration .
- Governance experience through committee roles at IFF and Sarepta; chairing USAID Food Safety Innovation Lab Advisory Committee .
Equity Ownership
| Holder | Title of Class | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Kathryn J. Boor | All classes | Not reported; less than 1% of any class indicated (“*”) | * (<1%) |
The Security Ownership of Management and Directors table lists Dr. Boor without reported holdings and notes less than 1% of any class .
Signals, Conflicts, and Risk Indicators
- Independence affirmed; no related-party transactions tied to Dr. Boor identified in the proxy’s related transactions section (disclosures focus on other directors/executives) .
- Strong shareholder support for executive pay (Say-on-Pay vote >99% approval in 2023), a general indicator of governance stability .
- Section 16(a) compliance: The company believes all filing requirements for directors/executives were met in FY2025 .
- D&O insurance in place and renewed through March 31, 2026 (annual premium $95,000), supporting governance risk coverage .
Governance Assessment
- Board effectiveness: Dr. Boor contributes as Compensation Committee member and as Chair of Corporate Governance & Nominating, directly influencing board composition, evaluations, and compensation policies .
- Independence and engagement: Confirmed independent under NASDAQ standards; full attendance at Board/committee meetings in FY2025 supports active engagement .
- Ownership alignment: No reported personal share ownership; director compensation appears entirely cash-based without equity grants, limiting direct “skin-in-the-game” alignment via compensation .
- Conflicts: No interlocks or related-party ties involving Dr. Boor disclosed; committee membership aligns with independence requirements .
RED FLAGS: Limited disclosed equity ownership/awards for directors may reduce alignment, though independence and committee leadership mitigate governance risk . No specific conflicts or related-party transactions involving Dr. Boor are disclosed .