Hank He
About Hank He
Hank Shenghua He (age 57) is a Class II director of Smithfield Foods (SFD) and has served on the Board since January 2016. He has been a senior operating executive at Smithfield—serving as Vice President and Chief Operating Coordinate Officer since January 2014—with prior leadership roles across Shuanghui Group and Shuanghui Development; he holds a Bachelor’s in Engineering from the University of Chongqing and an MBA from the College of William & Mary. He is not classified as an independent director under Nasdaq rules (only Gallagher, Starling, and Quelch are designated independent in 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smithfield Foods, Inc. | Vice President and Chief Operating Coordinate Officer (among other roles) | Jan 2014 – present | Played an important role in the post-acquisition transition after WH Group acquired Smithfield in 2013. |
| Smithfield Foods, Inc. | Director (Class II) | Jan 2016 – present | Board member; member of Compensation, Nominating & Governance, and Executive Committees. |
| Shuanghui Development | Assistant to the Chairman | Sep 2012 – Jan 2014 | Supported executive leadership at a key WH Group subsidiary. |
| Shuanghui Development | Vice President | Jun 2005 – Aug 2012 | Senior operating leadership role. |
| Shuanghui Group | Manager, Commerce & Logistic Division | Aug 2008 – Jun 2011 | Operations and logistics leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy for Mr. He. |
Board Governance
- Committee assignments and roles
- Compensation Committee: Member (Chair: Long Wan)
- Nominating & Governance Committee: Member (Chair: Long Wan)
- Executive Committee: Member (Chair: Lijun Guo)
- Not on the Audit Committee (Audit is fully independent: Gallagher [Chair], Starling, Quelch).
- Independence status: Not independent (only Gallagher, Starling, and Quelch are designated independent).
- Controlled company: WH Group beneficially owns ~92.7% and SFD relies on the Nasdaq “controlled company” exemptions (no requirement for a majority-independent Board, or fully independent Comp and Nominating committees).
- WH Group board/committee rights: Shareholders agreement gives WH Group proportional director designation rights and proportional seats on the Compensation and Nominating & Governance Committees while it owns ≥25% (with independence conditions if WH falls below majority).
- Executive sessions: Independent directors hold regular executive sessions; Audit Committee meets at least quarterly.
Committee Assignments (Mr. He)
| Committee | Membership | Chair |
|---|---|---|
| Compensation | Member | Long Wan |
| Nominating & Governance | Member | Long Wan |
| Executive | Member | Lijun Guo |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | Directors who are employees of SFD or employees/directors of its affiliates do not receive director fees or independent-director equity for Board service. |
Reference (independent director program, not applicable to Mr. He): $110,000 annual cash retainer; $180,000 annual RSU grant; Audit Chair $25,000 and Audit member $10,000 fees; initial independent directors received 27,000 RSUs (aggregate across new independents) at IPO with vest at 2026 AGM.
Performance Compensation
Mr. He received IPO-aligned equity awards (not director retainers) recognizing contributions, with standard time-based vesting. Awards vest in five equal annual installments on Jan 27, 2026–2030; awards vest in full upon change in control or death under current award agreements.
| Award Type | Grant Date | Shares Granted | Strike Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Jan 29, 2025 | 60,000 | n/a | Vests in 5 equal annual installments on Jan 27, 2026–2030. | |
| Stock Options | Jan 29, 2025 | 392,897 | $20.00 | Vests in 5 equal annual installments on Jan 27, 2026–2030. | Jan 26, 2035 |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Mr. He.
- Compensation Committee interlocks: None in 2024 per Item 407 disclosure; note Mr. He served as an executive (Chief Operating Coordinate Officer) while on SFD’s Compensation Committee.
Expertise & Qualifications
- Operating and engineering background with deep experience in meat/food operations and logistics.
- Corporate strategy, communication, leadership credentials highlighted by SFD.
- Education: Bachelor’s in Engineering (University of Chongqing), MBA (College of William & Mary).
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares), as of Apr 10, 2025 | 17,000 | <1% of shares outstanding. |
| Unvested RSUs outstanding | 60,000 | Granted 01/29/2025; vests 2026–2030 in equal tranches. |
| Stock options outstanding | 392,897 | Strike $20; expire 01/26/2035; vesting 2026–2030. |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy | SFD prohibits hedging and pledging by directors. |
Insider Trades (alignment signals)
| Date | Transaction | Shares | Price | Resulting Direct Holdings |
|---|---|---|---|---|
| Sep 8, 2025 | Open market purchase | 10,000 | $23.25 | 87,000 (Direct) |
| Jan 29, 2025 | IPO directed share purchase | 17,000 | $20.00 | 17,000 (Direct) |
Governance Assessment
-
Strengths
- Audit Committee fully independent and chaired by a seasoned financial expert (Gallagher); quarterly cadence and separate sessions with management/auditors.
- Clear related-party transaction policy with Audit Committee pre-approval required; extensive disclosure of WH Group agreements.
- Separation of Chair (Long Wan) and CEO (C. Shane Smith) roles.
- Insider open-market buy by Mr. He post-IPO (10,000 shares at $23.25) supports alignment.
-
Risks and potential conflicts
- Controlled company: WH Group owns ~92.7% and designates a majority of the Board; SFD relies on Nasdaq controlled-company exemptions (no requirement for majority-independent Board; Comp and Nominating committees include non-independent members).
- Mr. He serves on the Compensation Committee while being a current or recent executive—permitted under controlled company status but a governance risk for pay oversight independence.
- Extensive related-party dealings with WH Group (distribution agreements, supply/purchase arrangements, trademark licenses, transition services), though priced at arm’s-length per disclosures and subject to Audit Committee oversight.
-
RED FLAGS
- Dual role: Executive officer serving on Compensation and Nominating & Governance Committees (independence/oversight concerns, even if permitted).
- Concentrated control: WH Group’s >90% ownership and director/committee designation rights may limit minority shareholder influence on Board composition and compensation governance.
Notes
- Attendance: The 2025 proxy does not disclose individual director attendance or meeting-by-meeting attendance rates. (no attendance statistics found)
- Director compensation: Mr. He receives no independent-director retainers/equity due to his employee/affiliate status; his equity awards at IPO are time-based and tied to continued service, not performance metrics.