Timothy R. Nelson
About Timothy R. Nelson
Timothy R. Nelson, age 57, is Senior Vice President of Operations and President of Fruit and Snack at Seneca Foods. He has led Fruit and Snack since 2020, became SVP of Operations in December 2018, previously served as VP of Fruit and Snack Operations (2008–2018), and was Plant Manager at Blue Earth, Montgomery, and Glencoe, MN (1999–2008); he joined Seneca in March 1992 . Company pay-versus-performance disclosures show cumulative TSR of a $100 investment reaching $223.83 in FY2025 vs $143.04 in FY2024, and Annual Adjusted Earnings of $86.4mm in FY2025 vs $106.1mm in FY2024, with GAAP Net Income of $41.2mm (FY2025) vs $63.3mm (FY2024) . Revenues and EBITDA have trended upward over the last three years; see tables below for details.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seneca Foods | Plant Manager (Blue Earth, Montgomery, Glencoe, MN) | 1999–2008 | Led plant operations across multiple facilities |
| Seneca Foods | VP, Fruit & Snack Operations | 2008–2018 | Oversaw division operations and performance |
| Seneca Foods | SVP, Operations | Dec 2018–present | Enterprise-wide operations leadership |
| Seneca Foods | President, Fruit & Snack | 2020–present | P&L leadership for Fruit & Snack |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in company filings | — | — |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $325,397 | $326,477 | $338,025 |
| Change in Pension PV ($) | $0 (negative values reported as zero) | $83,051 | $83,569 |
| All Other Compensation ($) | $566 | $545 | $545 |
Notes:
- Base salary increases: 4.0% COLA in Apr 2023 for NEOs ; ~3.5% increase in May 2024 for NEOs .
Performance Compensation
Annual Incentive (Executive Profit Sharing Bonus Plan)
| Year | Metric | Weighting | Target Structure | Actual Outcome | Payout % of Salary | Payout ($) |
|---|---|---|---|---|---|---|
| FY2024 | Annual Adjusted Earnings vs 10-year Bonus Base | 100% | 0–50% payout tiers (0%, 10%, 20%, 30%, 40%, 50%) tied to 100% to 200%+ of Bonus Base | ≥200% of Bonus Base | 50% | $163,238 |
| FY2025 | Annual Adjusted Earnings vs 10-year Bonus Base | 100% | 0–50% payout tiers (0%, 10%, 20%, 30%, 40%, 50%) tied to 100% to 200%+ of Bonus Base | ≥125% of Bonus Base | 20% | $67,605 |
Plan features:
- Discretionary bonuses permitted by Board/Committee .
- Non-operating items excluded; FIFO adjustment used to derive Annual Adjusted Earnings .
Equity Awards (Restricted Stock; Company does not use stock options)
| Year | Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| FY2024 | 8/9/2023 | Restricted Class A | 608 | $25,000 | Vests equally over 4 years |
| FY2025 | 8/7/2024 | Restricted Class A | 430 | $25,000 | Vests equally over 4 years |
Company policy:
- No stock options; has never awarded options and does not contemplate doing so .
Vesting Calendar (Unvested RS at 3/31/2025)
| Vest Date | Shares Scheduled to Vest |
|---|---|
| Aug 2025 | 487 |
| Aug 2026 | 371 |
| Aug 2027 | 260 |
| Aug 2028 | 106 |
Stock vested in FY2025 (value realized):
| Year | Shares Vested | Value on Vest ($) |
|---|---|---|
| FY2025 | 381 | $23,009 (at $60.39 on 8/9/2024) |
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | % of Class | Unvested Restricted Shares | Market Value of Unvested RS ($) |
|---|---|---|---|---|
| Class A Common | 3,444 | 0.065% (3,444 / 5,319,447) | 1,224 | $108,985 (at $89.04 on 3/31/2025) |
| Class B Common | 394 | 0.025% (394 / 1,562,195) | — | — |
Alignment notes:
- No stock options outstanding; no exercisable/unexercisable options .
- Ownership guidelines/pledging/hedging policies: no specific disclosures for Mr. Nelson found in proxy .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement / Severance | No specific employment contract or severance terms for Mr. Nelson disclosed in proxies reviewed |
| Change-in-Control Terms | Not disclosed for Mr. Nelson in reviewed filings |
| Clawbacks / Gross-ups | Not disclosed for Mr. Nelson; Company discusses tax deductibility policy (162(m)) broadly |
| Pension Plan (Defined Benefit) | Years of credited service: 30; Present value of accumulated benefit: $663,928; Payments during last FY: $0 |
| Nonqualified Deferred Compensation | Executive contributions: $3,650; Company contributions: $0; Aggregate balance at 3/31/2025: $3,677 |
| Perquisites | Perqs under $10,000 aggregate; included in “All Other Compensation” per SEC rules |
Company Performance Context
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($mm) | 1,509.4* | 1,458.6* | 1,578.9* |
| EBITDA ($mm) | 69.1* | 154.4* | 125.0* |
Values retrieved from S&P Global.*
Pay-versus-performance and TSR:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income ($000s) | $9,231 | $63,318 | $41,224 |
| Annual Adjusted Earnings ($000s) | $147,292 | $106,117 | $86,429 |
| Value of $100 Investment (Company TSR) | $131.40 | $143.04 | $223.83 |
Governance, Committee, and Shareholder Feedback
- Compensation Committee: John P. Gaylord (Chair), Kathryn J. Boor, Keith A. Woodward; met twice in FY2025; has not engaged external compensation consultants .
- Say-on-Pay: Over 99% approval at Aug 9, 2023 meeting; frequency set to every three years .
Risk Indicators & Related Party
- Related party employment: Patrick Nelson (Timothy’s son) employed as Director of Technical Services & Contract Manufacturing; FY2025 total compensation exceeded $120,000 but did not exceed $272,000; arrangement reviewed and approved by Audit Committee chair as arm’s length .
- No stock option repricing; no option awards program .
- Internal controls: Company reported a material weakness in ICFR as of March 31, 2023 in 10-K/A; change in auditor to Deloitte in Nov 2023 .
Compensation Structure Analysis
- Shift toward RSUs (no options): Long-term incentives are restricted stock with four-year ratable vesting; no use of options lowers at-risk leverage and reduces volatility exposure for executives .
- Annual bonus strictly tied to Annual Adjusted Earnings against a 10-year Bonus Base, with capped payouts at 50% of salary; payouts were 50% in FY2024 and 20% in FY2025, demonstrating variable pay aligned to profitability on a FIFO-adjusted basis .
- Guaranteed pay trends: Base salary increased ~4.0% in FY2024 cycle and ~3.5% in FY2025 cycle, indicating modest inflationary adjustments .
Investment Implications
- Alignment is moderate: Mr. Nelson holds relatively small beneficial stakes in Class A and B, but has meaningful unvested RSUs with scheduled August vesting through 2028; this can create seasonal insider selling pressure around vest dates even absent 10b5-1 plans .
- Incentive sensitivity: Annual cash incentives are driven 100% by Company profitability (Annual Adjusted Earnings) against a long-run base, supporting pay-for-performance; recent payouts (50% in FY2024, 20% in FY2025) reflect normalization from prior inflation/LIFO effects .
- Retention risk appears contained: Four-year ratable RSU vesting, defined-benefit pension accruals (30 years credited; PV $664k), and consistent salary adjustments support retention; absence of disclosed severance/CIC economics for Mr. Nelson reduces golden-parachute risk but also reduces retention hooks in a change-of-control scenario .
- Monitoring flags: Related-party employment (son) is disclosed and approved; continue to monitor for pledging/hedging disclosures (none found), vesting calendars (August), and any future 8-K 5.02 changes to executive arrangements .