Long Wan
About Long Wan
Long Wan, age 84, is Chairman of the Board at SFD and has served as a director since September 2013. He is Chairman of WH Group’s board (since November 2010), an Executive Director of WH Group (since December 2013), and formerly WH Group CEO (October 2013–August 2021); he also served as Chairman of Shuanghui Development (August 2012–August 2024). He holds a professional certificate in Business Management from Henan University of Animal Husbandry and Economy and the senior economist qualification issued by Henan Province’s Advanced Professional Titles Adjudication Committee; he is the father of director Hongwei Wan.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SFD | Director; Chairman of the Board | Director since Sep 2013; Chairman current | Board leadership; controlled-company context |
| WH Group | Chairman of the Board; Executive Director; Chief Executive Officer | Chairman since Nov 2010; Executive Director since Dec 2013; CEO Oct 2013–Aug 2021 | Led expansion from local state-owned enterprise to international operations across continents |
| Shuanghui Development | Director; Chairman of the Board | Director since Aug 2012; Chairman Aug 2012–Aug 2024 | Oversight of major China meat processing affiliate |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| China Meat Association | Executive Director; Senior Consultant | Executive Director Dec 2006–Dec 2011; Senior Consultant in 2001 | Industry leadership roles |
| WH Group subsidiaries | Director | Various | Holds directorships in multiple subsidiaries |
Board Governance
- Committee assignments: Chair, Compensation Committee; Chair, Nominating & Governance Committee; Member, Executive Committee; not on Audit Committee.
- Independence: Not listed among independent directors (independents are Gallagher, Starling, Quelch); SFD relies on Nasdaq “controlled company” exemptions, so the Compensation and Nominating & Governance Committees are not composed entirely of independent directors.
- Compensation Committee interlocks: None reported under Item 407(e)(4)(iii) for 2024; note that Compensation member Hank He was a company officer in 2024.
- Audit Committee: Comprised exclusively of independent directors; Chair is Marie T. Gallagher; Audit Committee financial expert designation for Gallagher.
- Controlled shareholder governance: WH Group beneficially owns ~92.7% via SFDS UK Holdings and, under a shareholders agreement, can designate a majority of SFD’s directors, and its consent is required to elect/remove the Chair and to change board size; SFD uses controlled-company exemptions (majority independent board not required).
- Risk oversight: Board and committees receive regular enterprise risk updates (including product safety, cybersecurity, human capital, environment) and independent directors hold executive sessions; external advisors are engaged.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $110,000 | Paid quarterly in arrears |
| Annual RSU grant value (independent directors) | $180,000 | Granted at annual meeting; vests by next annual meeting or one year |
| Audit Committee Chair retainer | $25,000 | Additional annual cash retainer |
| Audit Committee member retainer | $10,000 | Additional annual cash retainer |
| Consulting fees pre-IPO (independent directors) | ~$25,000 | Advisory services in month preceding IPO; terminated upon board appointment |
- Policy: “Directors who are also employees of the company or directors or employees of any of our affiliates do not receive any compensation for their service as directors.” Given Mr. Wan’s continuing WH Group executive director role, he is not eligible for SFD director compensation per policy.
Performance Compensation
| Equity element | Structure | Vesting |
|---|---|---|
| Independent director RSUs | Annual RSUs under the 2025 Omnibus Incentive Plan | Vests at the earlier of next annual meeting or one year after grant; initial aggregate grant at IPO was 27,000 RSUs for independent directors (based on $20.00 IPO price) vesting at the 2026 annual meeting |
- Not applicable to Mr. Wan under SFD’s affiliate director compensation policy.
Other Directorships & Interlocks
| Company | Role | Public Company | Tenure | Interlock/Notes |
|---|---|---|---|---|
| WH Group | Chairman; Executive Director | Yes (Hong Kong-listed) | Chairman since Nov 2010; Exec Director since Dec 2013 | Controlling shareholder of SFD; WH Group designates board majority and Chair under shareholders agreement |
| Shuanghui Development | Director; Chairman | Yes (China-listed) | Director since Aug 2012; Chairman Aug 2012–Aug 2024 | Affiliate licensed Smithfield trademarks in China via Vortex agreements |
| SFD | Chairman | Yes (IPO Jan 2025) | Sep 2013–present | Family interlock: Mr. Wan is father of director Hongwei Wan (joined Jan 2025) |
Expertise & Qualifications
- 50+ years in meat processing; led transformation of WH Group from local state-owned enterprise to international company with multi-continent operations.
- Business Management certificate (Henan University of Animal Husbandry and Economy) and senior economist qualification (Henan Province Advanced Professional Titles Adjudication Committee).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Long Wan | 3,200,000 | <1% (as disclosed) | April 10, 2025 |
| Total outstanding shares | 393,112,711 | — | Record date for 2025 annual meeting |
| SFDS UK Holdings Limited (WH Group affiliate) | 364,497,521 | 92.7% | April 10, 2025 |
- Related agreements: China trademark license agreements allow Shuanghui Development to use Smithfield trademarks with royalties paid to Vortex; shareholders agreement confers board and Chair designation rights to WH Group.
Governance Assessment
-
RED FLAGS
- Controlled company: WH Group owns ~92.7% and can designate a board majority; WH consent required for Chair appointment/removal and board size changes—limits minority shareholder influence.
- Non-independence: Mr. Wan is not classified as independent; he chairs Compensation and Nominating & Governance committees (which are not entirely independent under the controlled-company exemption).
- Family ties: Father-son directors (Long Wan and Hongwei Wan) increase perceived related-party influence and potential conflicts.
- Compensation committee composition: Includes a company officer (Hank He), underscoring reduced independence in pay oversight.
-
Mitigants/Practices
- Audit Committee is fully independent, chaired by an audit committee financial expert (Gallagher).
- Board separates Chair and CEO roles, supporting oversight independence in principle (though Chair is WH-designated).
- Code of Ethics in place; Board conducts risk oversight with regular updates and independent director executive sessions.
- Anti-hedging and anti-pledging policies for senior executives and non-employee directors; compensation recoupment policy applies to executive officers.