Keith A. Woodward - Director | Seneca Foods (SENEA) Executive Profile & Compensation

About Keith A. Woodward

Independent director since July 2018; age 61 as of the 2025 proxy. Former CFO of Tennant Corporation and Senior Vice President, Finance at General Mills (1991–2017). Holds an MBA in Finance and Marketing and a BS in Accounting from Indiana University. Currently chairs Seneca’s Audit Committee and is designated an “audit committee financial expert” by the Board; also serves on the Compensation Committee; external board member at Phillips Distilling Company (St. Paul, Minnesota) .

Past Roles

Organization	Role	Tenure	Committees/Impact
General Mills, Inc.	Senior Vice President, Finance	1991–2017	Corporate finance leadership
Tennant Corporation	Chief Financial Officer	Not disclosed	Senior executive oversight
Seneca Foods (Green Giant Alliance)	Board advisor (General Mills representative)	2006–2009	Strategic alliance advisory to Seneca’s Board

External Roles

Organization	Role	Tenure	Committees/Impact
Phillips Distilling Company (St. Paul, Minnesota)	Board Member	Current	Not disclosed

Board Governance

Independence: Board determined Woodward is independent under NASDAQ standards; seven of nine directors are independent, with exceptions disclosed for the CEO (Palmby) and Peter Call due to supplier relationship; no undisclosed relationships affecting independence among the seven independent directors .
Committees: Audit Committee Chair; members include Woodward (Chair), Linda K. Nelson, and Bruce E. Ware; designated audit committee financial experts: Woodward, Nelson, Ware .
Compensation Committee Member: Compensation Committee consists of Gaylord (Chair), Boor, Woodward .
Committee activity/engagement:
- FY2025: Audit met 4 times; Compensation met 2 times; Corporate Governance & Nominating met 1 time .
- FY2024: Audit met 7 times; Compensation met 1 time; Corporate Governance & Nominating met 1 time .
Attendance: Board held 4 meetings in FY2025; each director attended every Board and committee meeting on which they served; all nine directors attended the 2024 Annual Meeting .
Oversight signals: As Audit Chair, Woodward led oversight during auditor transition to Deloitte (effective Nov 7, 2023) and addressed previously reported material weakness in ICFR as of March 31, 2023; Audit Committee recommended inclusion of audited financials in FY2025 10-K .
Executive sessions and governance infrastructure: Independent committees with authority to retain advisors; regularly scheduled executive sessions of non-management directors; separate Chairman (Kayser) and CEO (Palmby) roles .

Fixed Compensation

Fiscal Year	Compensation Element	Amount	Notes
FY2025	Quarterly cash retainer	$20,000 per quarter	Non-employee director program
FY2025	Fees Earned or Paid in Cash (annual total)	$80,000	Woodward’s disclosed FY2025 director fees
FY2024	Fees Earned or Paid in Cash (annual total)	$80,000	Woodward’s disclosed FY2024 director fees

No chair fee, meeting fees, or equity components are disclosed in the director compensation program; the program specifies a quarterly cash retainer for non-employee directors .

Performance Compensation

No stock awards (RSUs/PSUs), option grants, or performance-linked metrics are disclosed for non-employee directors; the director compensation program describes cash retainers only .

Other Directorships & Interlocks

Company	Type	Role	Interlock/Conflict Considerations
Phillips Distilling Company	Private	Board Member	No Seneca-related transaction disclosed

Compensation Committee Interlocks: Committee comprises Gaylord (Chair), Boor, Woodward; no member is/was an officer or employee of the Company; no disclosed interlocking relationships with other entities’ boards/comp committees in the past three years .

Expertise & Qualifications

Financial leadership: Former CFO (Tennant) and long-tenured SVP Finance (General Mills) .
Audit expertise: Designated “audit committee financial expert” and Chair of Audit Committee .
Strategic alliance experience: Board advisor to Seneca via Green Giant Alliance (2006–2009) .
Education: MBA (Finance & Marketing) and BS (Accounting), Indiana University .

Equity Ownership

Class	Shares Beneficially Owned	Percent of Class	As of Date
Class A Common Stock	500	*	June 13, 2025

Ownership of other Seneca classes (Class B, Preferred) not disclosed for Woodward in the proxy table; the table reports only 500 Class A shares for Woodward .
The beneficial ownership table is based on shares outstanding as of June 13, 2025 .

Governance Assessment

Strengths
- Independent director with deep finance and audit credentials; Audit Chair and designated financial expert strengthen financial reporting oversight .
- High engagement and attendance; FY2025 100% attendance across Board and committees; active committee cadence (FY2025 and FY2024) .
- Effective oversight during auditor transition and monitoring of prior ICFR material weakness; Audit Committee leadership recommended inclusion of audited financials and pre-approves all audit services .
Potential Conflicts and Related-Party Exposure
- Board-level related-party relationships exist (e.g., My-T Acres supplier tied to director Peter R. Call; family employment relationships of certain executives/directors); Audit Chair reviewed and approved arrangements at arm’s length, reducing conflict risk but indicating ongoing exposure requiring vigilance .
Alignment and Red Flags
- RED FLAG: Very low personal ownership (500 Class A shares) suggests limited “skin in the game” relative to governance best practices for alignment .
- Prior material weakness in ICFR (as of March 31, 2023) underscores need for continued robust audit oversight; auditor transition to Deloitte is a positive step but remains a monitoring point .
Compensation Structure Signals
- Cash-only director compensation (no disclosed equity or performance metrics) may weaken long-term alignment; stable year-over-year cash fee ($80,000) without equity-based components .