Paula Wardynski
TOOTSIE ROLL INDUSTRIESAbout Paula M. Wardynski
Independent Director of Tootsie Roll Industries, Inc. (ticker: TR); age 67; director since 2015. Former Senior Vice-President, Finance at Twenty-First Century Fox, Inc. (2007–2019), bringing broad financial and managerial skills plus public-company governance experience; currently serves as Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twenty-First Century Fox, Inc. | Senior Vice-President, Finance | 2007–2019 | Senior finance executive at a premier global media company; relevant for audit oversight and financial literacy |
External Roles
- No current public-company board roles disclosed in the TR proxy statements for 2022–2025; biography lists prior executive experience only .
Board Governance
- Independence: Non-management directors (except Virginia L. Gordon) are independent under NYSE standards; Audit Committee Chair presides over executive sessions of non-management directors .
- Committees: Member, Audit Committee and Compensation Committee across years; appointed Audit Committee Chair on February 22, 2024; continues as Chair in 2025 .
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board/Committee meetings except one director (Mr. Seibert at 70%); 2023 and 2021 attendance ≥75% for all directors .
- Audit Committee cadence: Held five meetings in 2024, five in 2023, and five in 2021 .
- Controlled company: TR is a “controlled company” under NYSE standards (Gordon family holds >50% voting power) .
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees Earned or Paid in Cash (USD) | $125,000 | $129,000 | $133,000 | $139,000 | $151,770 |
| All Other Compensation (USD) | $2,000 | $2,000 | $4,000 | $2,000 | $2,000 |
| Total (USD) | $127,000 | $131,000 | $137,000 | $141,000 | $153,770 |
| Director Fee Schedule (Cash) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Annual Board Retainer (USD) | $107,000 | $111,000 | $115,000 | $119,000 | $125,000 |
| Per Board Meeting Fee (USD) | $1,800 | $1,800 | $1,800 | $2,000 | $2,000 |
| Audit Committee Member Retainer (USD) | $9,000 | $9,000 | $9,000 | $10,000 | $10,000 |
| Audit Committee Chair Retainer (USD) | $16,500 | $16,500 | $16,500 | $18,000 | $18,000 |
| Compensation Committee Meeting Fee (USD) | $1,800 | $1,800 | $1,800 | $2,000 | $2,000 |
Performance Compensation
- No equity or performance-based director awards disclosed; director pay is cash retainers plus per-meeting and committee fees per the director compensation tables across 2020–2024 .
Expertise & Qualifications
- “Seasoned financial executive” with governance experience; Audit Committee comprised of directors who are “independent” and “financially literate” under NYSE/SEC rules; Board has not designated any member as an “audit committee financial expert” per SEC definition .
Equity Ownership
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Common Stock – Direct | — (less than 1%) | — (less than 1%) | — (less than 1%) |
| Class B Common – Direct | — (less than 1%) | — (less than 1%) | — (less than 1%) |
| Anti-hedging policy in place | Policy prohibits hedging by directors/executives | Policy prohibits hedging by directors/executives | Policy prohibits hedging by directors/executives |
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair, presiding over executive sessions—supports oversight and independent dialogue .
- Regular committee activity (five audit meetings per year) and ≥75% attendance reported for her across disclosed years .
- Anti-hedging policy and timely Section 16 filings reported for 2022 and 2023 .
- Shareholder support: 2023 say-on-pay approved ~96.4% (management compensation program stability; Board cited no significant changes) .
-
Considerations / Potential Risks:
- Controlled company status—Gordon family holds >50% voting power; may rely on NYSE “controlled company” governance exemptions (board independence and committee composition flexibility) .
- Board has not identified an “audit committee financial expert” as defined by SEC, despite financial literacy—some investors prefer explicit designation for assurance on financial reporting oversight .
- Low direct beneficial ownership (“less than 1%” and dashes in holdings table) may limit director economic alignment relative to cash-based fees .
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Related-Party / Conflicts:
- Proxy states no related person transactions during 2023; policy requires Board pre-approval/ratification and market terms for any such transactions .
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RED FLAGS:
- Controlled company status can reduce investor influence on board composition/committees .
- No SEC-designated audit committee financial expert, despite audit oversight demands .
- Minimal personal share ownership reported for the director .
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Shareholder Feedback:
- 2023 say-on-pay approval ~96.4%—Board maintained compensation approach given strong support .
- Prior advisory vote cadence remains triennial; Board recommended and practices three-year frequency .