Virginia Gordon
TOOTSIE ROLL INDUSTRIESAbout Virginia L. Gordon
Virginia L. Gordon, 72, has served as a director of Tootsie Roll Industries (TR) since 2021. She is a private investor, has served on boards of national and local public service and charitable organizations, and is a Director of HDI Investment Corp., a family investment company. The proxy notes her deep knowledge of the Company from long-term shareholdings and family involvement; she is the daughter of Ellen R. Gordon, TR’s Chairman & CEO . The Board determined she is not independent under NYSE standards (the only non-management director designated non-independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tootsie Roll Industries, Inc. | Director | Since 2021 | Non-independent director; Board attendance at least 75% in 2024 |
| HDI Investment Corp. (family investment company) | Director | Not disclosed | Family affiliation; potential related-party sensitivity |
| National/local public service and charitable organizations | Board member | Not disclosed | Civic/charitable governance experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| HDI Investment Corp. | Director | Private family investment company | Family involvement; enhances company knowledge but raises independence considerations |
| Unspecified national/local public service and charitable organizations | Board member | Non-profit | No specific names or dates disclosed |
Board Governance
- Committee assignments: The nominee table identifies Audit Committee and Compensation Committee memberships for other directors; Virginia L. Gordon’s entry does not carry the (1) Audit or (2) Compensation footnotes, indicating she is not listed as a member of either committee .
- Independence status: Non-independent under NYSE standards; other non-management directors (excluding Virginia) are independent .
- Attendance: In 2024, the Board held four meetings; all directors attended at least 75% of Board and committee meetings for which they were members, except Mr. Seibert (70%) .
- Board structure: TR is a “controlled company” (Gordon family >50% voting power) with combined Chairman/CEO role and no lead independent director; the Board has no separate nominating committee and conducts nominations as a full Board .
- Risk oversight: Audit Committee leads Board-level risk oversight; it met five times in 2024 .
Fixed Compensation
| Component | Amount | 2024 Detail |
|---|---|---|
| Annual director retainer (cash) | $125,000 | Standard for non-management directors |
| Board meeting fee | $2,000 per meeting | Board held 4 meetings in 2024 |
| Audit Committee member retainer | $10,000 (member) | Not applicable to Virginia per nominee footnotes |
| Audit Committee chair retainer | $18,000 (chair) | Not applicable to Virginia |
| Compensation Committee meeting fee | $2,000 per meeting | Not applicable to Virginia (not shown as member) |
| Total 2024 fees earned (Virginia L. Gordon) | $133,000 | Consistent with annual retainer plus board meeting fees |
- No equity grants (RSUs/PSUs), options, or deferred stock units for directors are disclosed; the director compensation table for 2024 lists only cash fees for Virginia L. Gordon and shows $0 in “All Other Compensation” for her .
Performance Compensation
- No performance-based director compensation (e.g., PSUs, options with performance conditions, TSR metrics) is disclosed for non-management directors; Compensation is entirely cash-based as presented in the director compensation table .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| HDI Investment Corp. | Director (family investment company) | Family affiliation with controlling shareholder/CEO may reduce perceived independence |
| Public company boards | None disclosed | — |
Expertise & Qualifications
- Private investor with significant long-term shareholdings; deep knowledge of TR’s history and operations from Gordon family involvement .
- Civic/charitable board experience; no specific financial expert designation disclosed .
- Not identified as an “audit committee financial expert” (Board does not designate any member as such) .
Equity Ownership
| Security Class | Shares Owned (Direct) | Shares Owned (Indirect) | % of Class (derived) |
|---|---|---|---|
| Common Stock | 1,181,538 | — | 2.91% = 1,181,538 / 40,583,024 |
| Class B Common Stock | 1,181,538 | — | 3.90% = 1,181,538 / 30,282,522 |
- Anti-hedging policy: Directors and executive officers are prohibited from hedging Company stock via derivative securities .
- Insider trading policy: Adopted and filed as an exhibit to a Current Report on Form 8-K on March 27, 2025 .
- Pledging policy: Not disclosed.
- Director stock ownership guidelines: Not disclosed.
Governance Assessment
- Board independence and control: TR’s “controlled company” status, combined Chairman/CEO role, and absence of a lead independent director are governance constraints; Virginia L. Gordon is specifically identified as non-independent, distinct from other non-management directors .
- Nominations oversight: No separate nominating committee; full Board handles nominations without formal minimum qualifications or diversity policy, assessed case-by-case—a structure that can diminish independent oversight .
- Committee work: Virginia is not identified as a member of Audit or Compensation in the nominee table, limiting direct committee oversight exposure relative to other independent directors .
- Attendance and engagement: Board met 4 times; directors generally met the 75% attendance threshold in 2024 (Virginia included), indicating baseline engagement .
- Shareholder support: 2023 say-on-pay approval was ~96.4%, suggesting broad investor support for compensation decisions overseen by the Board and Compensation Committee framework .
- Related-party transactions: The Company reported no related person transactions in 2024; policy requires disinterested Board members to review/approve such transactions if they occur .
Red Flags
- Non-independence due to family relationship to the Chairman/CEO, within a controlled-company framework .
- Absence of a lead independent director and lack of a nominating committee (full Board conducts nominations) .
- Concentration of voting power via Class B shares at the family level, amplifying control dynamics .
Mitigating Factors
- Strong ownership alignment: Significant direct holdings in both Common and Class B shares .
- Anti-hedging and insider trading policies in place .
- Audit Committee-led risk oversight and documented auditor independence processes; five Audit Committee meetings in 2024 .
Compensation Committee Analysis
- Composition and process: Compensation Committee composed of three directors who qualify as independent under NYSE standards; it held one meeting in 2024 and administers the Management Incentive Plan; the full Board sets CEO/executive pay given controlled-company status (CEO recuses on own pay) .
- Consultant: Compensation Strategies, Inc. engaged; provides executive compensation consulting only; no conflicts reported .
- Say-on-pay feedback: High approval (~96.4% in 2023) led to no significant program changes .
Fixed Compensation (Director-specific summary)
| Metric | 2024 |
|---|---|
| Total fees earned (cash) | $133,000 (Virginia L. Gordon) |
| All Other Compensation | $0 (Virginia L. Gordon) |
| Fee schedule (non-management directors) | $125,000 annual retainer; $2,000 per Board meeting; Audit member $10,000; Audit chair $18,000; $2,000 per Compensation Committee meeting |
Performance Compensation (Director-specific)
- No RSUs/PSUs, stock options, or performance metric-based director awards are disclosed for 2024 .
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Notes |
|---|---|---|---|
| HDI Investment Corp. | Director | Private | Family investment company; familial interlock with controlling shareholders |
Equity Ownership (Detail)
| Holder | Common Shares | Class B Shares | Notes |
|---|---|---|---|
| Virginia L. Gordon | 1,181,538 | 1,181,538 | Direct ownership; outstanding shares: 40,583,024 Common and 30,282,522 Class B as of 3/5/2025 |
Related-Party Exposure
- 2024 related-person transactions: None disclosed .
- Policy: Transactions with directors/executives/5% shareholders must be in the Company’s best interests and on no less favorable terms than third-party alternatives; reviewed by disinterested Board members .
Summary Signals for Investors
- Alignment: Meaningful direct equity holdings; anti-hedging protections .
- Governance risk: Non-independence; controlled-company status; combined Chair/CEO; no nominating committee; no lead independent director—elevated governance risk profile and potential conflicts from family ties .
- Engagement: At least 75% attendance threshold met; cash-only director comp structure without equity grants .
- Shareholder sentiment: Strong say-on-pay support (~96.4%) .