Peter R. Call
About Peter R. Call
Peter R. Call, age 68, has served on Seneca Foods’ Board since 2011. He is President of My‑T Acres, Inc., a vegetable and grain farm; previously he was President of Pro‑Fac Cooperative (2003–2013) and a Pro‑Fac director (2000–2013). He holds a B.S. from Cornell University and brings deep grower/cooperative and supply‑chain expertise to the board . The Board has determined Mr. Call is not “independent” under NASDAQ rules due to Seneca’s purchases from My‑T Acres (related‑party transactions); details below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pro‑Fac Cooperative, Inc. | President; Director | President 2003–2013; Director 2000–2013 | Led cooperative tied to agricultural processing; governance and producer alignment experience |
| Farm Credit East | Director | 2015–2023 | Agricultural finance oversight; risk/governance exposure |
| Genesee Community College | Trustee | 2012–2019 | Public education governance |
| Birds Eye Foods | Director | 2002–2009 | Packaged foods industry oversight experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| My‑T Acres, Inc. | President | N/A (current) | Vegetable/grain farm; sells raw vegetables to Seneca under arm’s‑length contract (related‑party) |
| Cornell University | Trustee (Board of Trustees) | 2020 | Current trustee; also signals strong industry/academic network |
| Farm Fresh First, LLC | Director | 2007 | Ongoing role in agriculture supply chain governance |
Board Governance
- Independence status: Not independent under NASDAQ standards due to related‑party supply from My‑T Acres exceeding NASDAQ’s $200,000 threshold; Audit Chair reviewed and deemed arm’s‑length terms. Seven of nine directors are independent; CEO (Palmby) and Mr. Call are not .
- Committee assignments: None listed for Mr. Call. Current committees are Audit (Woodward–Chair; Nelson; Ware), Compensation (Gaylord–Chair; Boor; Woodward), and Corporate Governance & Nominating (Boor–Chair; Gaylord; Ware) .
- Attendance and engagement: Board met 4 times in FY2025; each director attended every Board meeting and all meetings of committees on which they served. Annual Meeting attendance in 2024 was 100% (all nine directors) .
- Leadership structure and executive sessions: Non‑executive Chair (Kayser); CEO is separate (Palmby). Board holds regularly scheduled executive sessions of non‑management directors “as appropriate” .
| Meeting Activity (FY2025) | Count | Attendance (Mr. Call) |
|---|---|---|
| Board meetings | 4 | 100% (all directors) |
| Audit Committee | 4 | N/A (not a member) |
| Compensation Committee | 2 | N/A (not a member) |
| Governance & Nominating | 1 | N/A (not a member) |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $20,000 per quarter | Non‑employee directors program |
| Total cash fees (annual) | $80,000 | Mr. Call: $80,000 fees earned |
| Committee membership fees | Not disclosed | No additional fees disclosed |
| Committee chair fees | Not disclosed | Not applicable to Mr. Call |
| Meeting fees | Not disclosed | Not disclosed in program |
| Equity grants (DSUs/RSUs/options) | None disclosed | No director equity reported for FY2025 |
Performance Compensation
| Element | FY2025 Design | Metrics/Targets |
|---|---|---|
| Performance‑linked pay for directors | None disclosed | No performance‑based director pay disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Mr. Call |
| Prior public company boards | Birds Eye Foods director (2002–2009) |
| Private/non‑profit/academic | Cornell University Trustee (since 2020); Farm Fresh First, LLC Director (since 2007) |
| Potential interlocks/conflicts | Related‑party supply from My‑T Acres to Seneca; Audit Chair review and arm’s‑length determination (see next section) |
Related-Party Transactions (Conflict Assessment)
| Counterparty | Relationship | FY2023 | FY2024 | FY2025 | Notes |
|---|---|---|---|---|---|
| My‑T Acres, Inc. | Mr. Call is President | $3.1m | $3.0m | $2.8m | ~1% of vegetables (FY2023–24), ~2% (FY2025) supplied; Audit Chair deemed arm’s‑length; amounts exceed NASDAQ independence threshold; basis for “not independent” classification |
Expertise & Qualifications
- Agriculture and grower network leadership: President of a large vegetable/grain farm; long‑time leadership in a producer cooperative (Pro‑Fac) .
- Finance/governance in agri‑business: Director at Farm Credit East (2015–2023) and Farm Fresh First (since 2007) .
- Packaged foods sector exposure: Former director at Birds Eye Foods .
- Education: B.S., Cornell University .
Equity Ownership
| Security Class | Shares Beneficially Owned | % of Class | Source/As‑of |
|---|---|---|---|
| Class A Common | 6,097 | ~0.11% (6,097 / 5,319,447) | Beneficial ownership table as of 6/13/2025; Class A outstanding from Record Date |
| Class B Common | — | — | Not listed for Mr. Call |
| Preferred (6%, 10% A/B) | — | — | Not listed for Mr. Call |
| Pledged shares | Not disclosed | — | — |
| Ownership guidelines | Not disclosed | — | — |
Say‑on‑Pay & Shareholder Feedback (Context)
- Frequency: Advisory vote on executive compensation every three years (next frequency vote in 2026) .
- Outcome: Over 99% support for NEO compensation at the August 9, 2023 meeting (strong support signal) .
Governance Assessment
-
Strengths
- 100% attendance; engaged director with long‑tenured domain expertise in agriculture and supply chains, valuable to Seneca’s grower‑dependent model .
- Simple, transparent director pay (cash retainer only; no equity), limiting pay‑related conflicts for directors .
- Board maintains majority independence; separate CEO and non‑executive Chair; executive sessions of non‑management directors .
-
Risks / RED FLAGS
- Not independent: Material related‑party transactions via My‑T Acres (approximately $2.8m in FY2025; $3.0m in FY2024; $3.1m in FY2023), with vegetable supply at ~2% (FY2025) and ~1% (FY2024–23). While the Audit Chair determined arm’s‑length terms, the magnitude triggers NASDAQ independence failure; continued monitoring recommended .
- Concentration of sector ties: Extensive ties to agricultural producers and supply‑chain entities may present perceived conflicts in vendor oversight; ensure continued recusal where appropriate and robust Audit Committee review .
-
Alignment
- Direct ownership of 6,097 Class A shares (~0.11% of Class A) indicates some skin‑in‑the‑game; no pledging disclosed; no director equity grants dilute independence of oversight incentives .
-
Additional context
- No Compensation Committee interlocks reported (reduces cross‑board influence risk) .
- Board‑level governance processes (committee compositions, charters, D&O insurance) appear in place and active .