Lijun Guo
About Lijun Guo
Lijun Guo (age 54) is a Class III director of Smithfield Foods, Inc. (SFD) serving since May 2015; he chairs the Executive Committee and sits on the Compensation Committee . He is not independent under Nasdaq rules; independent directors are limited to Ms. Gallagher, Mr. Starling, and Mr. Quelch . Guo is CEO and Executive Director of WH Group (the controlling shareholder of SFD) and a director of Shuanghui Development, with over 30 years’ finance and management experience; education includes an adult higher education diploma in financial accounting (Henan Radio & Television University, July 1994) and completion certificate for the MBA program at Renmin University Graduate School (Dec 2004) . SFD is a “controlled company” under Nasdaq due to WH Group’s 92.7% ownership, affecting board composition and committee independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shuanghui Development | Executive Vice President | Aug 2012 – Oct 2013 | Senior operating leadership in China operations |
| Shuanghui Group | Deputy Director; Director of Finance; Chief Financial Officer | Various (prior to Aug 2012) | Led finance function; groundwork for WH Group leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WH Group Limited | Chief Executive Officer | Aug 2021 – present | Controls SFD board composition and committee representation pursuant to shareholder agreement |
| WH Group Limited | Executive Director | Dec 2013 – present | Direct interlock with controlling shareholder |
| WH Group Limited | Chief Financial Officer (EVP) | Apr 2016 – Aug 2021 | Financial oversight and capital allocation at parent |
| WH Group Limited | Vice President & CFO | Jan 2014 – Mar 2016 | Finance leadership |
| WH Group Limited | Deputy CEO | Oct 2013 – Jan 2014 | Transitional executive role post-acquisition |
| Shuanghui Development | Director | Aug 2021 – present | Interlock with key operating entity of WH Group |
Board Governance
- Committee memberships: Compensation Committee member; Executive Committee Chair .
- Independence: Not independent under Nasdaq rules; board uses controlled company exemptions for Compensation and Nominating committees .
- Years of service on SFD board: Since May 2015; Class III term ending at the 2027 annual meeting .
- Controlled company context: WH Group owns ~92.7% of SFD; WH Group designates a majority of directors and influences committee composition while Audit Committee remains fully independent .
Fixed Compensation
| Category | Amount | Notes |
|---|---|---|
| SFD Director Cash Retainer | None | Directors who are employees of the company or affiliates (e.g., WH Group) do not receive director compensation . |
| SFD Director Equity (RSUs) | None | Independent director equity program does not apply to affiliate employees . |
Performance Compensation
- No performance-based director compensation disclosed or applicable for Guo; independent directors receive annual RSUs, but affiliate employees do not receive director pay at SFD .
Other Directorships & Interlocks
| Company | Role | Start Date | Interlock/Conflict Note |
|---|---|---|---|
| WH Group Limited | CEO; Executive Director | CEO: Aug 2021; ED: Dec 2013 | Direct leadership of controlling shareholder; WH Group designates SFD directors and members on Compensation/Nominating committees . |
| Shuanghui Development | Director | Aug 2021 | Affiliated entity with ongoing commercial arrangements with SFD ecosystem . |
| Various WH Group subsidiaries | Director | Ongoing | Extensive affiliate network oversight . |
Expertise & Qualifications
- 30+ years of finance and management experience across WH Group/Shuanghui entities; deep industry knowledge .
- Education: adult higher education diploma in financial accounting (Henan Radio & Television University, July 1994); completion certificate for MBA program (Renmin University Graduate School, Dec 2004); assistant accountant certificate (Oct 1994) .
- Board qualifications cited: substantial experience in business management, accounting, and financial operations; comprehensive industry knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lijun Guo | None listed | Not disclosed as owning SFD shares . |
- Hedging and pledging: SFD prohibits directors and executives from hedging and pledging company securities .
Governance Assessment
- Committee roles and influence: As Executive Committee Chair and Compensation Committee member, Guo has significant influence over board actions between meetings and pay decisions; this is notable given his CEO role at WH Group .
- Independence and controlled company dynamics: SFD relies on Nasdaq “controlled company” exemptions; Compensation and Nominating committees are not composed entirely of independent directors. WH Group designates directors and committee members and retains consent rights over chair and board size while owning 92.7% of SFD—this concentrates control and may constrain minority shareholder influence .
- Related-party exposure: SFD maintains multiple commercial and licensing agreements with WH Group (distribution, Vortex sales/purchases, transitional services, trademark licenses), with pricing described as arm’s-length or formula-based; Audit Committee reviews related-person transactions. Guo’s dual role at WH Group elevates the potential for perceived conflicts, though policies and Audit Committee oversight are in place .
- Ownership alignment: Guo is not disclosed as holding SFD shares; independent directors receive equity grants to align interests, but affiliate directors do not receive director compensation or equity—this reduces direct “skin-in-the-game” at SFD for Guo .
- Risk indicators and mitigants:
- Red flags: concentrated control; compensation committee includes non-independent members; Guo’s dual role at parent; limited disclosed SFD share ownership for Guo .
- Mitigants: Independent Audit Committee chaired by a financial expert; prohibition on hedging/pledging; formal related-party policy with Audit Committee pre-approval .
RED FLAGS: Controlled company status with parent-designated directors; Guo’s dual CEO role at WH Group while serving on SFD’s Compensation Committee; absence of disclosed SFD share ownership by Guo; extensive related-party transactions requiring vigilant oversight .