Michael S. Wolcott
About Michael S. Wolcott
Michael S. Wolcott, age 32, is Seneca Foods’ Chief Financial Officer, Treasurer, and Senior Vice President since April 2023; he joined the company in 2017 after prior investment banking experience at Barclays in New York. He holds a B.S. in Applied Economics and Management from Cornell University and an M.B.A. from Stanford University . During his CFO tenure, Seneca’s revenues rose from $1,458.6M in FY2024 to $1,578.9M in FY2025 (+8.2%), while EBITDA was $154.4M in FY2024 and $125.0M in FY2025 (derived from reported values; FY2024 EBITDA from S&P Global*) . Company TSR (value of $100 investment) improved from $143.04 in FY2024 to $223.83 in FY2025 (+56%, derived), reflecting strong shareholder returns over this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seneca Foods | Vice President of Finance | 2017–2023 | Led finance responsibilities prior to CFO promotion |
| Seneca Foods | General Manager, Seneca Snack | 2017–2023 | Operational leadership within Snack division |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays Investment Bank (NYC) | Investment Banking | Pre-2017 | Capital markets and transaction experience |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $311,077 | $326,400 |
| Pension – Change in Present Value ($) | $4,285 | $6,089 |
| All Other Compensation ($) | $3,732 | $4,777 |
Performance Compensation
| Component | Metric | Target Definition | Actual Performance | Payout Formula | FY2024 Payout | FY2025 Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Executive Profit Sharing Bonus Plan | Annual Adjusted Earnings vs Bonus Base | 0–50% of base salary depending on earnings vs 10-year Bonus Base; 125–150% earns 20%, ≥200% earns 50% | FY2024 ≥200% of Bonus Base; FY2025 ≥125% and <150% of Bonus Base | % of base salary per schedule | $155,538 (50% of salary) | $65,280 (20% of salary) | Cash, paid after fiscal year-end |
| Equity Awards (RS) | Restricted Stock | Service-based vesting, typically 25% per year | Grants to Wolcott: 608 shares on 8/9/2023; 430 shares on 8/7/2024 | Grant-date fair value per award | $25,000 | $25,000 | Vests equally over 4 years; service-contingent |
| Stock Awards – Vested in FY2025 | Restricted Stock | N/A | 152 shares vested on 8/9/2024 | Market value at vest | $9,179 | — | Occurred on 8/9/2024 |
Equity Ownership & Alignment
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 10,171 | <1% | Includes 633 shares in personal 401(k) |
| Class B Common | 15,682 | 1.00% | Includes 167 shares in personal 401(k) |
| 6% Preferred | 40,844 | 20.42% | Sole voting/investment power |
| Unvested Restricted Stock | 886 | N/A | Service-based vesting (see schedule) |
| Options | 0 | N/A | Company states “No Stock Options” |
| Shares Pledged/Hedging | Not disclosed | N/A | No pledging/hedging policy disclosure found in proxy [search across DEF 14A; 2025] |
Upcoming RS Vesting Schedule (service-based):
| Date | Shares |
|---|---|
| August 2025 | 260 |
| August 2026 | 260 |
| August 2027 | 260 |
| August 2028 | 106 |
Ownership Guidelines: No stock ownership guidelines disclosed for executives; compliance status not disclosed .
Employment Terms
- Appointment: Senior Vice President, Chief Financial Officer and Treasurer effective April 1, 2023 .
- Change-in-Control Equity Treatment (2007 Equity Plan): Service-based RS/RSUs fully vest on change-in-control; performance-conditioned awards vest pro-rata based on elapsed time and target-level achievement, unless otherwise specified at grant .
- Severance/Change-in-Control Cash Economics: Not disclosed in proxy (no individual employment agreement terms for CFO found) .
- Clawback/Anti-hedging/Non-compete: Not disclosed in proxy [search across DEF 14A; 2025].
- Pension: 7 credited years; present value of accumulated benefit $17,450 (FY2025) .
- Deferred Compensation (FY2025): Executive contributions $35,652; company contributions $4,777; aggregate earnings $1,342; withdrawals $45,231; March 31, 2025 balance $3,804 .
Multi-year Compensation Summary (CFO)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Pension Δ PV ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY2024 | $311,077 | $25,000 | $155,538 | $4,285 | $3,732 | $499,632 |
| FY2025 | $326,400 | $25,000 | $65,280 | $6,089 | $4,777 | $427,546 |
Company Performance Context (During CFO Tenure)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($USD Millions) | 1,509.4 [FY2023] | 1,458.6 [FY2024] | 1,578.9 [FY2025] |
| EBITDA ($USD Millions) | 69.1* | 154.4* | 125.0 |
| $100 Investment – Company TSR ($) | 131.40 [FY2023] | 143.04 [FY2024] | 223.83 [FY2025] |
Values with an asterisk are retrieved from S&P Global.
Governance, Compensation Committee, and Say‑on‑Pay
- Compensation Committee: Members include John P. Gaylord (Chair), Kathryn J. Boor, and Keith A. Woodward; the Committee has never engaged a compensation consultant .
- CFO’s role in incentive target setting: CFO and finance staff assist the Committee with establishing performance target levels for the Executive Profit Sharing Bonus Plan and validating results .
- Say‑on‑Pay: At Aug. 9, 2023 Annual Meeting, over 99% support for NEO compensation; frequency set to every three years .
Risk Indicators & Red Flags
- Related Party/Family Employment: Proxy discloses several related employment relationships (CEO’s sons; SVP’s son), reviewed and approved at arm’s length; none involve the CFO .
- Section 16 filings: Company believes all Section 16 filings met for FY2025 ; historic note in FY2020 proxy cites one late filing for Mr. Wolcott related to a purchase (now current) .
- Option repricing: None; company does not grant stock options .
- Pledging/Hedging: No disclosures found in proxy regarding executive pledging or anti-hedging policies [search across DEF 14A; 2025].
Compensation Structure Analysis
- Mix shift: FY2025 total comp declined vs FY2024 primarily due to lower non‑equity incentive payout (20% vs 50% of salary) tied to Annual Adjusted Earnings, indicating at‑risk pay responds to performance .
- Equity awards: Continued small, service‑vested restricted stock grants ($25,000 grant-date value annually) suggest retention focus, low risk compared to options .
- Performance metric rigor: Plan uses a 10‑year average Bonus Base and FIFO‑adjusted earnings to normalize LIFO impacts; FY2025 hit the 20% tier vs FY2024 at the 50% tier .
Equity Award and Vesting Details
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 8/9/2023 | Restricted Stock | 608 | $25,000 | Equally over 4 years (service-based) |
| 8/7/2024 | Restricted Stock | 430 | $25,000 | Equally over 4 years (service-based) |
Outstanding and Market Value at FY2025:
| Unvested RS (Shares) | Market Value ($) |
|---|---|
| 886 | $78,889 |
Vested in FY2025:
| Vest Date | Shares | Value Realized ($) |
|---|---|---|
| 8/9/2024 | 152 | $9,179 |
Employment & Contracts
- Pension plan participation: credited service 7 years; present value $17,450 .
- Nonqualified deferred comp: FY2025 executive deferrals $35,652; company contributions $4,777; balance $3,804 after $45,231 withdrawals .
- Equity plan CIC terms: Service-based equity fully vests on change-in-control; performance-conditioned equity vests pro‑rata to elapsed time at target, absent grant-specific terms .
Investment Implications
- Pay‑for‑performance sensitivity: Cash incentive payouts materially flex with Annual Adjusted Earnings (50% of salary in FY2024 vs 20% in FY2025), supporting alignment and reducing moral hazard .
- Retention risk: Upcoming RS vesting cadence (260/260/260/106 shares through Aug 2028) provides steady retention hooks with modest selling pressure potential given small absolute size vs total ownership; no options outstanding limits forced selling dynamics .
- Skin‑in‑the‑game: CFO’s multi‑class equity exposure—including 20.42% of the 6% Preferred—signals meaningful stake and governance influence in a company with multiple voting classes, which can align interests but may also concentrate control dynamics .
- Governance/process: No comp consultant, a long-horizon earnings framework (10‑year Bonus Base), and CFO participation in target setting indicate strong internal discipline, though lack of disclosed clawback/anti‑hedging policies is a disclosure gap investors should monitor .
* Values retrieved from S&P Global.