Paul L. Palmby
About Paul L. Palmby
Paul L. Palmby, age 62, is President & CEO of Seneca Foods, appointed October 1, 2020, and a director since June 2021; he joined Seneca in 1987 after earning a B.S. from Iowa State University . Under his leadership, Seneca’s pay-versus-performance table shows cumulative shareholder return equating to $223.83 for a $100 investment by FY2025, versus $118.38 in FY2021, while net income was $41.2M in FY2025 and $126.1M in FY2021; the company-selected measure driving pay is Annual Adjusted Earnings ($86.4M in FY2025) . Revenue and EBITDA trends for FY2021–FY2025 are shown below (S&P Global data). Board leadership is separated, with former CEO Kraig H. Kayser serving as non-executive Chair since 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seneca Foods | EVP & COO | 2006–2020 | Led operations through inflationary cycles; positioned cost management focus cited in CD&A . |
| Seneca Foods | President, Vegetable Division | 2005–2006 | Oversaw category portfolio and production footprint . |
| Seneca Foods | VP of Operations | 1999–2004 | Scaled manufacturing across plants and logistics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| First Mid Bancshares, Inc. | Director | Current | Public financial services firm; multi-state footprint . |
| Farming For The Future Foundation | Director | Current | Education mission on food sourcing . |
| Wisconsin Dept. of Agriculture, Trade & Consumer Protection | Board Member | Since 2015 | Twice appointed by Governor; regulatory exposure . |
| Blackhawk Bancorp, Inc. | Director | 2019–2023 | Public community bank; prior role . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Pension Change ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 777,375 | 67,571 | 12,002 | 1,012,423 |
| 2024 | 750,818 | 57,119 | 11,717 | 1,195,063 |
| 2023 | 748,334 | 0 | 10,105 | 1,132,606 |
- CEO base salary increased to $646,846 effective Oct 1, 2020 upon appointment .
- Director compensation: Non-employee directors receive $20,000 quarterly cash; as an officer, Palmby received no director fees .
Performance Compensation
| Fiscal Year | Metric | Threshold Achieved | Payout (% of Base Salary) | Actual Non-Equity Incentive ($) |
|---|---|---|---|---|
| 2025 | Annual Adjusted Earnings vs 10-yr Bonus Base | ≥125% target | 20% | 155,475 |
| 2024 | Annual Adjusted Earnings vs 10-yr Bonus Base | ≥200% target | 50% | 375,409 |
| 2023 | Annual Adjusted Earnings vs 10-yr Bonus Base | ≥200% target | 50% | 374,167 |
- Plan mechanics: Bonuses range 0–50% of base salary with targets at 100%, 125%, 150%, 175%, 200% of Bonus Base (FIFO-adjusted pre-tax earnings; excludes extraordinary/non-operating items) .
- Equity policy: Company historically does not grant stock options; RSU grants under 2007 plan vest ratably over four years .
Equity Ownership & Alignment
| As of | Class | Beneficial Shares | % of Class |
|---|---|---|---|
| Jun 13, 2025 | Class A Common | 131,862 | 2.48% |
| Jun 13, 2025 | Class B Common | 48,589 | 3.11% |
| Restricted Stock (Unvested) | Vesting Schedule | Market Value at FY-End |
|---|---|---|
| 117 shares (as of Mar 31, 2025) | 117 in Aug 2025 | $10,418 (@ $89.04) |
| RSUs Vested FY2025 | 407 shares on Aug 9, 2024 | $24,579 (@ $60.39) |
- Deferred compensation (FY2025): Executive contributions $118,175; Company contributions $11,457; Aggregate balance $546,913 .
- Pension (FY2025): 35 credited years; PV of accumulated benefit $1,063,013; max pension annual income cap $280,000 .
- Stock ownership guidelines, hedging/pledging policy: Not disclosed in proxies reviewed .
- Section 16(a): Company states all filing requirements met; no delinquency reported .
Employment Terms
- Appointment terms: CEO effective Oct 1, 2020; base salary set; continued participation in Executive Profit Sharing Bonus Plan; no disclosed individual severance/change-in-control multiples (no golden parachute table provided) .
- Equity: No stock options program; RSUs vesting policy under 2007 plan; annual grant practice aligned to performance reviews .
- Clawbacks/tax gross-ups: Not disclosed in proxies; compensation committee retains discretion under Section 162(m) constraints .
Board Governance
- Board roles: Director since June 2021; not independent (current CEO); seven of nine directors deemed independent in 2025 .
- Leadership structure: Non-executive Chairman (Kraig H. Kayser) since 2021; CEO/Chair roles separated; independent committees (Audit, Compensation, Governance) composed entirely of independent directors .
- Committees/attendance: Board met four times in FY2025; all directors attended all meetings and the 2024 annual meeting .
- Director compensation (FY2025): Non-employee directors $80,000 cash; Palmby received none as an officer .
Performance & Track Record
| Year | Company TSR ($100 Investment) | Peer TSR ($100 Investment) | Net Income ($000) | Annual Adjusted Earnings ($000) |
|---|---|---|---|---|
| FY2025 | 223.83 | 135.16 | 41,224 | 86,429 |
| FY2024 | 143.04 | 139.86 | 63,318 | 106,117 |
| FY2023 | 131.40 | 150.26 | 9,231 | 147,292 |
| FY2022 | 129.56 | 136.74 | 46,200 | 111,071 |
| FY2021 | 118.38 | 124.03 | 126,100 | 127,042 |
- Company-selected pay measure is Annual Adjusted Earnings, correlating to incentive payouts; LIFO inflation significantly affected GAAP net income comparability .
- Governance risk note: Company reported a material weakness in internal control over financial reporting as of March 31, 2023 (subsequently changed auditor to Deloitte in Nov 2023) .
Related Party Transactions
- Family employment relationships in FY2025 included two of Palmby’s sons (roles in Frozen Sales/Chain Accounts and Safety/Environmental); compensation vetted and approved at arm’s length .
Say-on-Pay & Compensation Committee
- Say-on-Pay: Over 99% approval at Aug 9, 2023; frequency set to every three years .
- Committee: Independent members (Gaylord—Chair, Boor, Woodward); no compensation consultant engaged historically .
Company Fundamentals (Pay Alignment Reference)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenues ($USD Millions) | * | * | * | * | * |
| EBITDA ($USD Millions) | * | * | * | * | * |
| Net Income ($USD Millions) | * | * | * | * | * |
Values retrieved from S&P Global.
Compensation Structure Analysis
- Increased at-risk pay when Annual Adjusted Earnings exceeded targets (50% of base in FY2023–FY2024; 20% in FY2025), demonstrating linkage to profitability milestones rather than time-based guarantees .
- No use of stock options (lower leverage, lower risk); limited RSU overhang and modest CEO unvested shares indicate low near-term insider selling pressure from vesting events (117 shares due Aug 2025) .
- Pension and deferred comp balances are notable but standard for long-tenured executives; no disclosed tax gross-ups or clawbacks .
Investment Implications
- Pay-for-performance appears aligned: incentives tied to Annual Adjusted Earnings with discrete threshold/payouts, and CEO’s non-employee director pay avoided, supporting governance hygiene .
- Limited equity grants and no options reduce potential selling pressure; CEO’s beneficial ownership in both Class A and Class B supports alignment, though explicit ownership guideline/anti-pledging disclosure is absent .
- Execution risk includes historical internal control weakness (FY2023) and dependence on cost management amid LIFO impacts; board’s separation of Chair/CEO and independent committees mitigate governance concerns .
- TSR outperformance versus peer index in FY2025 and consistent use of Adjusted Earnings as the company-selected measure indicate focus on operational profitability drivers; monitor future bonus base recalibration and LIFO effects on GAAP comparability .