Ronald Hodge
About Ronald C. Hodge
Ronald C. Hodge, age 77, has served as an independent director of ReposiTrak, Inc. since February 2013. He is a former CEO of Delhaize America (2009–October 2012) and previously served as EVP of Delhaize Group and CEO of Hannaford Bros. Co. after joining Hannaford in 1980; he holds a B.S. in business administration from Plymouth State College . His 38 years in grocery retail operations and leadership provide deep industry-operating expertise and board-relevant credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delhaize America, LLC | Chief Executive Officer | 2009–Oct 2012 | Led U.S. operations for Delhaize Group |
| Delhaize America, LLC | Advisor | 2012–2013 | Strategic advisory post-retirement |
| Delhaize Group | Executive Vice President | Not disclosed | Senior leadership for global group |
| Hannaford Bros. Co. | President | Dec 2000–2001 | Oversaw retail operations and sales/marketing |
| Hannaford Bros. Co. | Chief Executive Officer | 2001 | Led successful expansion initiatives |
| Hannaford Bros. Co. | EVP; SVP Retail Ops; EVP Sales & Marketing; EVP & COO | Various (joined 1980) | Built multi-decade operating track record |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York State Food Merchants Association | Chairman | During Hannaford NY entry (date not specified) | Industry leadership |
| Northeastern New York United Way Campaign | Chair | 1995 | Community leadership |
| New York Capital Region | Citizen of the Year | 1996 | Regional recognition |
| Various Community Agency Boards | Director | Not disclosed | Community governance |
Board Governance
- Independence: The Board determined all members other than CEO Randall Fields are independent under NYSE and SEC rules; Hodge is independent .
- Committee leadership and engagement:
- Audit Committee: Chair (designated committee chair); committee met 4 times in FY2025 .
- Compensation Committee: Member; committee met 1 time in FY2025 .
- Nominating & Corporate Governance Committee: Member; committee met 1 time in FY2025 .
- Attendance: Each director attended/participated in at least 75% of aggregate Board and committee meetings in FY2025; Board met 4 times and acted 3 times by unanimous written consent .
- Executive sessions: Non-executive directors hold at least four scheduled sessions annually without management present; Board Chair presides at executive sessions .
- 2024 election support: Votes “For” vs “Withheld” showed notable withholds for independent directors; Hodge received 11,941,604 For and 2,344,792 Withheld (plurality standard; re-elected) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | $75,000 | – | $75,000 |
| FY2024 | $75,000 | – | $75,000 |
- Structure: Non-executive directors receive a $75,000 annual retainer, payable in cash or common stock at the Company’s discretion; newly appointed independent directors receive a one-time restricted stock grant of $150,000 vesting ratably over five years (not applicable to Hodge given his 2013 appointment) .
Performance Compensation
| Component | Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Director Retainer | None disclosed for directors | Quarterly, in cash or stock at Company discretion | No performance-linked metrics in director pay |
| New Director RSU Grant | None (time-based vesting) | $150,000 restricted stock; vests ratably over 5 years | Applies only to newly appointed outside independent directors |
No director meeting fees, option awards, or performance-based metrics are disclosed for Hodge’s director compensation .
Other Directorships & Interlocks
| Company | Role | Since | Interlock/Notes |
|---|---|---|---|
| Not disclosed | – | – | No other public company directorships disclosed in the proxy biographies |
Expertise & Qualifications
- Audit oversight: Serves as Audit Committee Chair; complements designated Audit Committee financial expert (Allen) and NYSE/SOX/SEC independence requirements .
- Sector depth: 38 years of grocery retail leadership including CEO roles at Delhaize America and Hannaford, aligning with ReposiTrak’s food retail/compliance ecosystem .
- Governance experience: Nominating & Governance Committee member, prior industry association leadership; community stewardship .
Equity Ownership
| Year | Common Stock | Warrants Exercisable | Total Holdings | % of Class |
|---|---|---|---|---|
| 2025 (Record Date: Sep 26, 2025) | 581,151 | – | 581,151 | 3% |
| 2024 (Record Date: Sep 27, 2024) | 569,498 | 7,912 | 577,410 | 3% |
- Alignment: Material personal stake (~3% of common stock outstanding), reinforcing shareholder alignment .
- Pledging/hedging: Company policy prohibits hedging and requires pre-approval for any pledges; no pledging by Hodge is disclosed .
Governance Assessment
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Strengths
- Independent director with deep sector-operating expertise; chairs Audit Committee—central to financial reporting oversight .
- High ownership (≈3%)—meaningful alignment; multi-year tenure since 2013 supports institutional knowledge .
- Board and committee attendance at or above 75% threshold; regular executive sessions of non-executives .
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Watch items / potential red flags
- Elevated “withheld” votes in 2024 director elections for independent nominees (Hodge: 2.34M withheld) may indicate shareholder preferences or concerns—monitor future voting trends and engagement .
- Combined CEO/Chair structure with Board Chair presiding over executive sessions is atypical for independent oversight—continue monitoring effectiveness of committee leadership and executive session practices .
- Related-party transactions exist with CEO-associated FMI and redemptions involving a director (Allen), though none disclosed involving Hodge—maintain oversight through Audit/Nominating committees .
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Summary
- Hodge appears to be a well-qualified, independent audit chair with strong sector experience and ownership alignment. No disclosed related-party conflicts or compensation anomalies specific to Hodge; investor sentiment signals (withhold votes) and leadership structure warrant continued monitoring .