Kraig H. Kayser
About Kraig H. Kayser
Kraig H. Kayser, age 64, is the non-executive Chairman of Seneca Foods’ Board, re-appointed in November 2021 after prior board service from 1985–2020; he served as CEO from 1993–2020 and CFO from 1991–1993, and holds a B.A. from Hamilton College and an M.B.A. from Cornell University . The Board has determined Mr. Kayser is independent under NASDAQ listing standards; the only non-independent directors are the current CEO (Palmby) and Peter R. Call due to supplier transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seneca Foods Corporation | Director (initial tenure), retired | 1985–2020 | Long-service director before retiring in 2020 |
| Seneca Foods Corporation | Chief Financial Officer | 1991–1993 | Finance leadership |
| Seneca Foods Corporation | President & Chief Executive Officer | 1993–2020 | Led company as CEO |
| Seneca Foods Corporation | Director (re-appointed), Chairman (non-executive) | Nov 2021–present | Board leadership; separation of Chair/CEO roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Inc. (public) | Director | Current | Chair of Audit Committee; member of Nominating & Governance Committee |
| Cornell University | Chair, Board of Trustees | Current | University governance leadership |
Board Governance
- Independence: Seven of nine current directors are independent; exceptions are CEO Paul L. Palmby and Peter R. Call (supplier relationship exceeding NASDAQ threshold) .
- Leadership structure: Separate non-executive Chair (Kayser) and CEO roles; Board holds executive sessions of non-management directors and committees are fully independent .
- Committees and rosters (FY2025): Audit—Woodward (Chair), Nelson, Ware; Compensation—Gaylord (Chair), Boor, Woodward; Corporate Governance & Nominating—Boor (Chair), Gaylord, Ware .
- Attendance: Board met 4 times in FY2025; each director attended every Board and committee meeting while active (100% attendance) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Quarterly cash retainer | $20,000 | FY2025 | Non-employee director program |
| Total fees earned (Kayser) | $80,000 | FY2025 | Four quarterly retainers |
Performance Compensation
- No performance-based or equity-linked director compensation is disclosed in the FY2025 director compensation table (cash retainers only) .
Other Directorships & Interlocks
| Company | Type | Role | Committee Interlocks |
|---|---|---|---|
| Moog Inc. | Public | Director; Audit Chair; Nominating & Governance member | Company discloses no compensation committee interlocks over past three years |
Expertise & Qualifications
- Deep operating and financial expertise: Former CFO (1991–1993) and CEO (1993–2020) of Seneca Foods .
- Governance credentials: Non-executive Chair of Seneca’s Board since 2021; Chair of Cornell University’s Board of Trustees; Audit Committee chair at Moog Inc. .
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 178,293 | 3.35% | Includes 107,236 shares held by Seneca Foods Foundation and 3,300 shares in a trust; 3,344 shares in personal 401(k) |
| Class B Common Stock | 180,992 | 11.59% | Sole voting over 132,939 shares; shared over 48,053 (46,153 Foundation; 1,900 trust); 883 shares in personal 401(k) |
| 10% Series A Preferred Stock | 32,168 | 7.90% | |
| 10% Series B Preferred Stock | 91,400 | 22.85% |
- Section 16(a) compliance: The company believes all required filings by directors and officers were met for FY2025 .
- Shares outstanding reference date: June 13, 2025 (Record Date) .
Related-Party Exposure and Conflicts
- Foundation ties and shared voting: Kayser is a director of the Seneca Foods Foundation, which holds Class A and Class B shares and received company charitable contributions of $0.5M (FY2025), $1.0M (FY2024), and $0.5M (FY2023); the Audit Committee reviews related party matters and determined arrangements were at arm’s length .
- Supplemental retirement agreement: Payments under Kayser’s supplemental retirement agreement commenced in FY2022 per an 8-K filed September 1, 2020 .
- Independence determination: Despite prior executive status and ongoing retirement payments, the Board determined Kayser is independent under NASDAQ standards; no undisclosed relationships impacted independence .
- Other related-party context: My-T Acres supplier contract relates to Director Peter R. Call (not Kayser); reviewed as arm’s length by Audit Committee .
Governance Assessment
- Positive signals:
- Clear separation of Chair and CEO enhances oversight; committees fully independent; regular executive sessions .
- Strong attendance (100%) supports engagement and board effectiveness .
- Significant personal and affiliated ownership aligns interests with shareholders across multiple security classes .
- Watch items / potential red flags:
- Foundation governance/ownership overlap may create perceived conflicts; mitigated by Audit Committee review and arm’s-length determinations .
- Continuing supplemental retirement payments from prior CEO tenure warrant monitoring for independence perceptions, though Board affirms independence .
- Absence of equity-based director pay keeps compensation fully fixed; alignment is through ownership rather than ongoing equity grants .
Overall, Kayser brings deep company knowledge and external audit/governance expertise, with independence formally affirmed by the Board; investors should monitor foundation-related overlaps and legacy retirement arrangements but current controls appear robust .