Raymond Starling
About Raymond A. Starling
Raymond A. Starling, age 48, has served as an independent director of SFD since January 2025. He is General Counsel to the North Carolina Chamber of Commerce and President of the North Carolina Chamber Legal Institute (since July 2019), with prior senior public policy roles including Chief of Staff to the U.S. Secretary of Agriculture (2018–2019) and Principal Agriculture Advisor to the U.S. President (2017–2018). He holds a B.S. in Agricultural and Extension Education from North Carolina State University and a J.D. from the University of North Carolina School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Agriculture | Chief of Staff to the Secretary | Jun 2018 – Jun 2019 | Senior leadership; policy execution |
| The White House | Principal Agriculture Advisor to the President | Feb 2017 – Jun 2018 | Agriculture policy advisory |
| Office of NC Speaker of the House / U.S. Senator Thom Tillis | Various roles | Nov 2012 – Feb 2017 | Legislative/government affairs |
| NC Dept. of Agriculture & Consumer Services | General Counsel | Feb 2007 – Nov 2012 | Legal leadership |
| Hunton & Williams LLP | Associate | Aug 2003 – Feb 2007 | Private practice (food/ag law exposure) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Carolina Chamber of Commerce | General Counsel | Since Jul 2019 | Governance/legal strategy |
| NC Chamber Legal Institute | President | Since Jul 2019 | Policy/legal leadership |
| Aimpoint Research | Executive Advisor | Since Jul 2022 | Advisory role |
| UNC Chapel Hill; Campbell Univ.; Regent Univ.; High Point Univ. School of Law | Lecturer/Extended Faculty | Various | Teaching in agricultural/food law and public lawyering |
Board Governance
- Board class and tenure: Class II director; term ends at the 2026 annual meeting. Board currently has nine directors .
- Independence: Determined independent under Nasdaq rules; one of three independent directors (with Gallagher, Quelch) .
- Committee assignments: Member, Audit Committee; Member, Nominating & Governance Committee. Audit Committee is fully independent and chaired by Marie T. Gallagher; all members are “independent” and “financially literate” under Nasdaq and SEC rules .
- Controlled company status: WH Group beneficially owns ~92.7% of SFD; SFD relies on Nasdaq “controlled company” exemptions (not required to have majority independent board, nor fully independent Compensation and Nominating & Governance Committees). Audit Committee independence still required and met .
- Shareholder agreement implications: WH Group retains rights to designate a majority of directors while owning a majority; rights to designate members to key committees proportionate to ownership; retains consent rights over Board Chair and Board size while majority owner .
- Executive sessions and risk oversight: Independent directors hold executive sessions; Board and committees oversee financial, operational, compliance, ESG, and cybersecurity risks .
Fixed Compensation
| Component | Amount/Terms | Applicability to Starling |
|---|---|---|
| Annual cash retainer | $110,000 per year, paid quarterly | Independent directors, including Starling |
| Audit Committee member fee | $10,000 per year | Starling is a member (not Chair) |
| Audit Committee Chair fee | $25,000 per year | Not applicable (Chair is Gallagher) |
| Annual equity grant | RSUs with grant value of $180,000; generally granted at annual meeting; vest at next annual meeting or one year after grant | Independent directors, including Starling |
| Initial IPO-related director grant | 27,000 RSUs in aggregate to independent directors at IPO (aggregate $540,000 at $20.00/share); vest at 2026 annual meeting | Applies to independent directors (aggregate disclosure; not broken out per director) |
| Pre-IPO consulting fee | ~ $25,000 per independent director for advisory services in month preceding IPO pricing (terminated upon Board appointment) | Received; now only standard director compensation applies |
Performance Compensation
| Element | Metric(s) | Payout Curve | Vesting/Notes |
|---|---|---|---|
| Director equity | None (time-vested RSUs) | N/A | Annual RSUs vest at subsequent annual meeting or one year after grant; initial IPO RSUs vest at 2026 annual meeting. No performance metrics disclosed for director pay . |
SFD does not disclose performance-based metrics for non-employee director compensation; director equity is time-based RSUs under the 2025 Incentive Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Starling in the proxy . |
| Prior public company boards | None disclosed . |
| Committee interlocks | SFD disclosed no compensation committee interlocks in 2024 (Starling is not on the Compensation Committee) . |
Expertise & Qualifications
- Sector and policy expertise: Deep agriculture/food policy and regulatory background from USDA, the White House, and NC state government roles .
- Legal credentials: General Counsel experience; J.D. from UNC School of Law .
- Financial oversight: Audit Committee member deemed “financially literate” under Nasdaq/SEC rules (committee-level determination) .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Raymond A. Starling | — | — | No beneficial ownership reported as of April 10, 2025; director hedging and pledging prohibited by policy . |
Hedging and pledging: Company policy prohibits executives and directors from hedging and pledging SFD securities, supporting alignment with shareholders .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (FY2024 NEO pay) | 386,512,373 | 195,389 | 102,625 | 2,172,603 |
- 2025 director elections: All Class I nominees (Smith, Zhou, Quelch) were elected; Starling (Class II) was not up for election in 2025 .
Related Party Transactions (Conflicts Screening)
- Transactions with family members: SFD purchased grain at spot market prices from the father and brother of director Raymond Starling; in 2022 approximately $150,000 was purchased from his father; purchases from each family member did not exceed $120,000 in any other of the last three fiscal years. Related person transactions are reviewed and approved by the Audit Committee under the company’s policy .
Governance Assessment
-
Positives
- Independent status and financially literate Audit Committee membership strengthen financial oversight; Audit Committee fully independent as required .
- Anti-hedging and anti-pledging policy for directors fosters alignment; director pay includes equity RSUs granted annually .
- Transparent related-party review framework via Audit Committee; related transactions with Starling’s family disclosed and policy-governed .
- Strong shareholder support for 2025 Say-on-Pay and auditor ratification signals broad investor confidence in governance/compensation frameworks .
-
Watch items / RED FLAGS
- Controlled company risks: WH Group owns ~92.7% and can designate a majority of directors and influence committee composition; SFD relies on controlled company exemptions (Compensation and Nominating & Governance Committees not fully independent), which can limit minority shareholder influence .
- Related-party exposure: Ongoing purchases from Starling’s family members represent a related-party channel; while modest and policy-reviewed, it is a potential perceived conflict to monitor for scale and pricing discipline .
- Ownership alignment optics: No beneficial ownership reported for Starling as of April 10, 2025 (unvested RSUs pending); investors may prefer visible open-market ownership as tenure progresses .