Dennis G. Hatchell
WEIS MARKETSAbout Dennis G. Hatchell
Dennis G. Hatchell, age 75, is an independent, non-management director of Weis Markets (WMK) who has served on the Board since 2015 . He is the founder and Manager of Hatchellco, LLC (since 2015) and previously served as President, COO and a director of The Pantry, Inc. (2012–2015), Vice Chairman and President/COO of Alex Lee, Inc. (1995–2012), President of Lowes Food Stores (1989–1995), Group VP at H.E. Butt Grocery (1986–1989), President of Merchants Distributors (1980–1986), and held roles at Western Grocers/SuperValu (1972–1980) . Hatchell chairs WMK’s Audit Committee and has been designated an “audit committee financial expert” by the Board, reflecting deep financial oversight credentials in retail and distribution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pantry, Inc. | President, COO and Director | 2012–2015 | Direct financial oversight of a public convenience-store chain |
| Alex Lee, Inc. (parent of Lowes Foods, MDI, IFH) | Vice Chairman; President & COO | 1995–2012 | Oversaw retail/wholesale grocery logistics and operations |
| Lowes Food Stores (Alex Lee division) | President | 1989–1995 | Retail grocery leadership |
| H.E. Butt Grocery Company (H‑E‑B) | Group VP, Merchandising & Store Operations | 1986–1989 | Large-scale retail operations and merchandising |
| Merchants Distributors, Inc. | President | 1980–1986 | Wholesale/distribution leadership |
| Western Grocers (Super Valu) | Various roles rising to VP/GM | 1972–1980 | Broad grocery wholesale/retail experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Hatchellco, LLC | Founder & Manager | 2015–present |
| Mt. Olive Pickle Company, Inc. | Director (prior) | 2020–2024 |
| National Association of Wholesaler-Distributors (NAW) | Chairman (prior) | Not specified |
| Wake Forest University Schools of Business Board | Member (prior) | Until Nov 2019 |
Board Governance
| Committee | Role | Members | Meetings (FY2024) |
|---|---|---|---|
| Audit | Chair | Hatchell, Lauth, Silverman | 8 total (4 regular, 4 special) |
| Compensation | Member | Hatchell, Lauth, Silverman | 5 |
- Independence: The Board determined Hatchell is independent; WMK’s Audit and Compensation Committees are composed entirely of independent directors .
- Attendance: The Board held four regular meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management independent directors met in four executive sessions in 2024; Director Lauth presided .
- Financial expertise: All Audit Committee members (including Hatchell) are financially literate and designated “audit committee financial experts” for 2024 and 2025 .
- Controlled company context: The Weis family group controls ~65% of voting power; as a controlled company WMK is exempt from certain NYSE governance requirements, though WMK maintains independent Audit and Compensation Committees .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Hatchell ($) | 116,000 | 116,000 |
| Standard Annual Cash Retainer (all non-management directors) ($) | 110,000 | 110,000 |
| Audit Committee Chair Additional Retainer ($) | 6,000 | 6,000 |
- WMK pays directors cash retainers; the Audit Chair receives an additional cash fee. There are no per-meeting fees; directors are reimbursed for out-of-pocket meeting expenses .
Performance Compensation
- WMK discloses no equity grants (RSUs/PSUs) or option awards for non-management directors; “There is no additional remuneration for services rendered by directors serving on committees or for participation in the non-management director meetings.” This indicates the director compensation mix is entirely cash, with no performance-linked equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Hatchell in the nominee table |
| Prior public company board | The Pantry, Inc. – Director (2012–2015) |
| Compensation Committee interlocks (FY2024) | None; Hatchell and fellow committee members were not officers/employees and had no relationships requiring disclosure |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; designated “audit committee financial expert” (Reg S‑K 401(h)) .
- Deep grocery retail and logistics operations (H‑E‑B, Lowes Foods, Alex Lee, MDI) supporting risk and supply-chain oversight .
- Public company executive and director experience (The Pantry, Inc.), bringing direct financial oversight of a listed retailer .
- Risk oversight: Audit Committee leads Board oversight of financial reporting, internal controls, and cybersecurity risk; meets privately with internal and external auditors and CFO quarterly .
Equity Ownership
| Item | Value |
|---|---|
| Weis Markets shares beneficially owned (Hatchell) | 5,000; less than 1% of class (based on 26,898,443 shares outstanding as of Mar 13, 2025) |
| Shares pledged as collateral | None for directors or NEOs |
| Hedging/Trading policy | Company discourages speculative hedging; permits long-term hedges (≥1 year) with pre-clearance by CFO/Controller |
Insider Trades
| Period Reviewed | Result | Notes |
|---|---|---|
| 2024-01-01 to 2025-12-31 | No Form 4 insider transactions found for “Hatchell” at WMK | Source: insider-trades skill query (transactionDate) – no records returned in the period. |
Governance Assessment
-
Positives
- Independent Audit Chair with “financial expert” designation; robust engagement (8 Audit meetings in 2024) and structured auditor oversight, including private sessions and cybersecurity oversight .
- Strong attendance and engagement: no director under 75% attendance; all attended Annual Meeting .
- No related-party transactions requiring approval or disclosure in 2024; clear related-party policy with Audit Committee approval authority .
- No director/NEO stock pledging; reduces alignment risk from collateralized holdings .
-
Risks / Alignment Considerations
- RED FLAG: Controlled company status with ~65% voting power held by the Weis family group; NYSE exemptions apply (e.g., no separate nominating committee), potentially concentrating influence despite a majority of independent directors .
- RED FLAG: Director pay is 100% cash and modest; WMK does not grant equity to directors, limiting direct market-aligned exposure for non-management directors, including Hatchell .
- Hedging policy permits long-term hedges (≥1 year) with pre-clearance; while speculative hedging is discouraged, permitted hedging can dilute alignment if used .
- Ownership is small at 5,000 shares (<1% of class as disclosed), offering limited “skin-in-the-game” relative to equity-based models used by many peers .
-
Additional Context
- Compensation Committee is fully independent; CEO is not a member but provides performance input on other executives; consultants, when used, must be independent per NYSE rules .
- Compensation Committee interlocks: none disclosed for FY2024 .
- Non-management independent directors held four executive sessions in 2024 to check management influence; Lauth presided .
Overall: Hatchell’s long-tenured grocery operations experience and his Audit Chair role bolster oversight quality; however, WMK’s controlled-company framework, cash-only director compensation, and limited director ownership present alignment and governance optics that investors should monitor for potential influence imbalances and incentive calibration .