Michael Chodos
TOOTSIE ROLL INDUSTRIESAbout Michael A. Chodos
Michael A. Chodos (age 66) was appointed to Tootsie Roll Industries’ Board of Directors on January 27, 2025 and serves on the Audit and Compensation Committees. He is a seasoned corporate counsel, entrepreneur, and board advisor with extensive transactional, corporate finance, governance, compliance, labor relations, regulatory, and government relations experience across diverse enterprises. He has been Principal at the Law Offices of Michael Chodos since 1984, previously serving as Chief Legal Officer and Corporate Secretary at Medsphere Systems Corporation (June 2020–September 2023) and General Counsel/SVP at Notarize, Inc. (June 2016–February 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Michael Chodos | Principal | 1984–present | Corporate counsel and board advisory experience; governance, compliance, regulatory, and labor relations expertise |
| Medsphere Systems Corporation | Chief Legal Officer & Corporate Secretary | Jun 2020–Sep 2023 | Corporate legal leadership; governance and compliance oversight |
| Notarize, Inc. | General Counsel, Senior Vice President | Jun 2016–Feb 2020 | Transactional and corporate finance; regulatory and government relations experience |
External Roles
| Organization | Role/Board | Tenure | Notes |
|---|---|---|---|
| — | Public company directorships | — | No other public company boards disclosed in TR’s proxy biography |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; Audit Committee members are Paula M. Wardynski (Chair), Lana Jane Lewis‑Brent, and Michael A. Chodos .
- Independence: The Board determined that all non‑management directors, except Virginia L. Gordon, are independent under NYSE rules; Chodos is a non‑management director and thus independent .
- Board structure: TR is a “controlled company” (Gordon family >50% voting power). The roles of Chairman and CEO are combined; the Board does not have a lead independent director. Audit Chair presides over executive sessions of non‑management directors .
- Meetings and attendance context: The Board held four meetings in 2024; Audit Committee held five. All directors attended ≥75% of meetings in 2024 except Mr. Seibert (70%). Chodos joined in 2025; his attendance for 2025 is not disclosed in the 2025 proxy .
Fixed Compensation
- The proxy discloses cash-based director pay for 2024 and the standard fee schedule for non‑management directors:
- Annual retainer: $125,000
- Board meeting fee: $2,000 per meeting
- Audit Committee: $10,000 annual retainer; Chair receives $18,000
- Compensation Committee: $2,000 per meeting
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $125,000 | Non‑management directors |
| Board Meeting Fee | $2,000 per meeting | Paid per meeting attended |
| Audit Committee Retainer | $10,000 | Member retainer (non‑chair) |
| Audit Committee Chair Fee | $18,000 | In lieu of member retainer for chair |
| Compensation Committee Meeting Fee | $2,000 per meeting | Paid per meeting attended |
Ellen R. Gordon does not receive director/committee fees .
Performance Compensation
- Equity awards and performance‑based director compensation (RSUs/PSUs, options, performance metrics, vesting) are not disclosed for non‑management directors in the 2025 proxy’s director compensation section; the section details only cash fees and meeting/committee retainers .
- No director performance metrics (TSR, revenue growth, EBITDA, ESG) tied to director compensation are disclosed .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Chodos |
| Interlocks/related roles | Not disclosed; no related‑party transactions regarding Chodos are identified in the proxy |
| Controlled company context | Gordon family voting control; raises general governance considerations but not a direct interlock for Chodos |
Expertise & Qualifications
- The Audit Committee is composed of directors who qualify as “independent” and “financially literate” under NYSE and SEC rules; Chodos serves on this committee, indicating financial literacy in this context .
- Disclosed competencies: transactional law, corporate finance, governance, compliance, labor relations, regulatory, and government relations across a broad range of enterprises .
Equity Ownership
| Holder | Class | Direct | Indirect | % of Class |
|---|---|---|---|---|
| Michael A. Chodos | Common | — | — | <1% |
| Michael A. Chodos | Class B | — | — | <1% |
- Insider Trading and Anti‑Hedging: TR’s insider trading policy governs director transactions; Anti‑Hedging Policy prohibits directors and executive officers from hedging Company equity via derivative securities .
Governance Assessment
- Independence and committee roles: As an independent director appointed in 2025 who serves on both Audit and Compensation, Chodos sits at the core of financial oversight and pay governance; Audit Chair presides over executive sessions, providing independent oversight channels .
- Alignment signals: The director compensation framework is cash‑only (retainers/meeting fees); no equity grants to directors are disclosed, and Chodos shows no reported share ownership, limiting direct “skin‑in‑the‑game” alignment at appointment .
- Board control and structure: Controlled company status, combined Chair/CEO, and absence of a lead independent director concentrate authority and elevate reliance on committee effectiveness and independent director engagement to safeguard investor interests .
- Audit Committee capabilities: Committee members are independent and financially literate, but the Board has not designated an “audit committee financial expert,” which some investors view as a governance gap; however, the Board asserts current capabilities are sufficient .
- Attendance/disclosure: 2024 attendance was broadly strong (≥75% for most), but Chodos’ personal attendance record for 2025 is not yet disclosed in the 2025 proxy due to his January 2025 appointment; monitoring future disclosures is warranted .
Red Flags to Monitor
- Controlled company dynamics (family voting control) and combined Chair/CEO with no lead independent director .
- Lack of designated “audit committee financial expert” despite strong financial literacy claims .
- No equity component disclosed for director compensation and no reported holdings for Chodos at appointment, potentially weakening pay‑for‑performance alignment at the board level .
Board Governance (Reference Data)
- Appointment and committee assignments: “On January 27, Michael Adam Chodos, age 66, joined the Board of Directors … appointed to the Audit and Compensation Committees” .
- Audit Committee membership: “Paula M. Wardynski, Chairman; Lana Jane Lewis‑Brent; Michael A. Chodos” .
- Independence determination: “Non‑management directors, except for Virginia L. Gordon, are independent under NYSE listing standards” .
- Meetings: Board held four meetings in 2024; Audit Committee held five .
- Executive sessions: Audit Chair presides over executive sessions of non‑management directors .
- Board leadership: Combined Chairman/CEO; no lead independent director .
- Controlled company status: Gordon family >50% voting power .