Lana Lewis-Brent
TOOTSIE ROLL INDUSTRIESAbout Lana Lewis-Brent
Independent non-management director at Tootsie Roll Industries (TR); age 78; director since 1988. Professional background includes President of Paul Brent Designer, Inc. since 1992 and former President of Sunshine-Jr. Stores, Inc., bringing operational skills and a retailer’s perspective to the confectionery industry. She is deemed independent under NYSE standards (excluding Virginia L. Gordon) and serves on Audit and Compensation committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunshine-Jr. Stores, Inc. | President | Not disclosed | Executive retail leadership; retailer perspective to candy/confection channels |
| Tootsie Roll Industries, Inc. | Director | Since 1988 | Long-tenured board member with operational and retail insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paul Brent Designer, Inc. | President | Since 1992 | Executive role emphasizing design/brand-related operations |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member. Audit Committee chaired by Paula M. Wardynski; members include Wardynski (Chair), Lana Lewis-Brent, and Michael A. Chodos.
- Independence: Non-management directors other than Virginia L. Gordon are independent; Lana is independent under NYSE standards.
- Attendance: Board held 4 meetings in 2024; Audit Committee held 5; Compensation Committee held 1. All directors attended at least 75% of meetings, except Mr. Seibert (70%).
- Board leadership: Combined Chairman/CEO role; no lead independent director. Audit Chair presides over executive sessions of non-management directors. Company is a “controlled company.”
- Audit committee expertise: Board has not identified an SEC-defined “audit committee financial expert,” though members are independent and financially literate.
Fixed Compensation
| Component | 2024 Amount | Basis/Detail |
|---|---|---|
| Annual Board Retainer (Cash) | $125,000 | Standard non-management director cash retainer |
| Board Meeting Fees | $8,000 | 4 meetings × $2,000 per meeting |
| Audit Committee Retainer | $10,000 | Member retainer (Chair receives $18,000; Lana is not Chair) |
| Compensation Committee Meeting Fee | $2,000 | $2,000 per Compensation Committee meeting; 1 meeting in 2024 |
| Total Cash Fees (Lana Lewis-Brent) | $145,000 | Sum of above; matches director compensation table |
Director compensation structure for non-management directors (2024):
- Annual retainer $125,000; $2,000 per Board meeting; Audit Committee member retainer $10,000 (Chair $18,000); $2,000 per Compensation Committee meeting.
Performance Compensation
| Type | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors | — | — |
| Stock option awards | None; company does not grant equity-based compensation to employees, and director pay table shows only cash fees. |
No director equity grants, performance-based stock, or option awards were disclosed for 2024; director compensation for Lana was cash-only.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed beyond TR board service. |
| Committee interlocks | Board determines executive compensation; Compensation Committee composed of three independent directors; CEO recuses on her own pay. No consultant conflicts identified. |
| Related person transactions | None in 2024 requiring disclosure under Item 404. |
Expertise & Qualifications
- Operational expertise with executive retail background; adds retailer perspective to confectionery distribution channels.
- Long tenured director with deep company history knowledge.
- Serves on key governance committees (Audit and Compensation), indicating engagement in financial oversight and pay practices.
Equity Ownership
| Holder | Class | Direct Shares | Indirect Shares | % of Class | Notes |
|---|---|---|---|---|---|
| Lana Jane Lewis-Brent | Common | 31,430 | 4,323 (spouse; disclaimed) | <1% | No Class B holdings disclosed |
| Anti-Hedging Policy | — | — | — | — | Directors and executive officers prohibited from hedging Company stock via derivatives. |
Governance Assessment
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Strengths:
- Independence and committee service (Audit, Compensation); attendance ≥75% in 2024, indicating engagement.
- Transparent, modest director cash-only compensation; no equity or complex perquisites for directors.
- Anti-hedging policy for directors/officers; robust related-party transaction policy; no related-party transactions in 2024.
- Shareholder support for executive pay remains high (96.4% say-on-pay in 2023), suggesting investor confidence in governance framework.
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Watch items / potential red flags affecting investor confidence:
- Controlled company with combined Chair/CEO role and no lead independent director, which can limit independent oversight.
- Audit Committee lacks an SEC-defined “financial expert” designation despite financial literacy; may be viewed as a governance gap.
- Compensation decisions for executives made by full Board due to controlled status and no Compensation Committee charter; reliance on discretion vs. formal targets.
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Overall view:
- Lana Lewis-Brent appears as a long-tenured, independent director with relevant retail-operational perspective and active committee roles. Governance risks stem from TR’s controlled-company profile and board leadership structure rather than director-specific conflicts; 2024 disclosure shows no related-party transactions tied to her and simple cash-only director pay.