Marie Gallagher
About Marie T. Gallagher
Marie T. Gallagher, 65, is an independent director of Smithfield Foods (SFD) since January 2025 and currently serves as Chair of the Audit Committee and the Board-designated “audit committee financial expert.” She is Senior Vice President and Controller (Chief Accounting Officer) at PepsiCo, responsible for global financial reporting and Sarbanes-Oxley compliance, with prior control roles at Altria; she is a CPA with a BBA in Accounting from Pace University. The Board has affirmatively determined her independence under Nasdaq rules. These credentials position her as a deeply experienced financial overseer on SFD’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Senior Vice President & Controller (Chief Accounting Officer) | May 2011–present | Leads global financial reporting and SOX; advises on accounting, M&A in emerging markets, cybersecurity |
| PepsiCo, Inc. | Various finance/control roles | 2005–2011 | Progression to CAO role |
| Altria Corporate Services, Inc. | Various control roles (ending as Assistant Controller) | 1992–2005 | Corporate controllership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glatfelter Corporation (NYSE: GLT) | Director | Feb 2020–Nov 2024 | Audit Committee member (Feb 2020–Feb 2021); Audit Chair and Nominating & Governance Committee member (Feb 2021–Nov 2024) |
| Various not-for-profit entities | Director/Trustee | Current | Board service (not-for-profit) |
Board Governance
- Independence and designation: The Board determined Gallagher is independent under Nasdaq rules; she carries “Audit Committee financial expert” status under SEC rules.
- Committee assignments: Audit Committee (Chair), with all members independent; Audit meets at least quarterly with oversight of financial reporting, internal controls, external audit, and related-party transactions.
- Board structure and control: SFD is a Nasdaq “controlled company” (WH Group owns ~92.7% as of April 10, 2025) and relies on exemptions such that the Compensation and Nominating & Governance Committees are not composed entirely of independent directors; the Audit Committee remains fully independent.
- Committee compositions relevant to oversight: Compensation Committee includes a majority of non-independent directors; Nominating & Governance Committee includes non-independent directors; independent directors hold executive sessions.
- Audit Committee reporting: As Chair, Gallagher signed the Audit Committee Report recommending inclusion of audited financial statements in the 10-K and ratification of EY for FY2025.
Fixed Compensation (Director)
| Component | Amount/Terms | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $110,000 | Paid quarterly in arrears | Standard program for independent directors |
| Audit Committee Chair retainer | $25,000 | Annual | For Audit Chair responsibilities |
| Annual RSU grant (independent directors) | $180,000 grant value | Generally granted on AGM date; vests at earlier of next AGM or one year | Time-based RSUs under 2025 Incentive Plan |
| Pre-IPO consulting fee | ~ $25,000 (one-time) | Paid in month preceding IPO pricing; ceased upon Board appointment | Paid to each independent director for advisory services before IPO |
Performance Compensation (Director)
| Element | Metric(s) | Weight/Formula | Outcome/Notes |
|---|---|---|---|
| Director equity awards | None (time-based RSUs) | N/A | Director RSUs are time-vested; no performance metrics disclosed |
| Initial post-IPO RSU grant (aggregate for independent directors) | N/A | 27,000 RSUs in aggregate valued at $540,000 at $20 IPO price | Vests at the 2026 Annual Meeting; individual allocations not disclosed |
No performance-based director compensation metrics (e.g., TSR, financial KPIs) are disclosed for directors. Equity is time-vested, aligning with standard governance practice for non-employee directors.
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None disclosed beyond SFD; prior at Glatfelter (ended Nov 2024) |
| Committee interlocks | No Compensation Committee interlocks with other companies in 2024 (company-wide disclosure) |
| Related-party exposures | None disclosed with respect to Gallagher; related-party note in proxy references another director’s family grain purchases |
Expertise & Qualifications
- Credential summary: CPA; BBA in Accounting from Pace University.
- Technical expertise: Corporate finance, financial reporting, SOX compliance; advisory on accounting, strategic M&A in emerging markets, and cybersecurity in her CAO role.
- Board qualification: Designated “Audit Committee financial expert” (SEC).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Marie T. Gallagher | — | — | No beneficial ownership reported as of April 10, 2025; independent directors received time-based RSUs as part of the director program (vesting schedules noted above) |
| Hedging/Pledging | Prohibited for directors | — | Insider policy bans hedging and pledging of company securities by directors |
Governance Assessment
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Positive signals
- Strong financial oversight: Gallagher chairs a fully independent Audit Committee and is the designated financial expert, with the committee meeting at least quarterly and overseeing reporting, controls, and auditor independence.
- Risk-mitigating policies: Prohibition on director hedging and pledging enhances alignment and reduces downside governance risk.
- Prior public board audit leadership: Former Audit Chair at Glatfelter adds relevant public-company audit oversight experience.
-
Watch items / potential red flags
- Controlled company structure: WH Group’s 92.7% ownership grants significant control; SFD relies on exemptions so Compensation and Nominating & Governance Committees are not fully independent—this can constrain minority shareholder influence.
- Board/committee designation rights: WH Group retains rights to designate a majority of directors while over 50% ownership and proportional committee representation at lower thresholds, concentrating governance power with the controller.
- Ownership alignment optics: No reported beneficial share ownership for Gallagher as of the record date; alignment relies on time-vested RSU grants that are unvested initially.
-
Conflicts/related-party review
- No Gallagher-specific related-party transactions disclosed; Audit Committee (which she chairs) reviews and pre-approves related-person transactions under the policy.
-
Engagement/attendance
- The proxy does not disclose individual attendance rates; independent directors hold regular executive sessions.
Overall implication: Gallagher brings deep controllership and audit expertise appropriate for an Audit Chair in a newly public, controlled-company context. The key governance risk remains controller influence over board composition and non-audit committees; her independent Audit leadership partially offsets this risk from a financial reporting and controls standpoint.