Gerrald B. Silverman
WEIS MARKETSAbout Gerrald B. Silverman
Independent director of Weis Markets since 2010 (Age 66), Silverman is Founder and Principal of Jammen82, LLC (est. 2019). He previously served as CEO/President of the Jewish Federations of North America (2009–2019), held executive roles at Stride Rite including President of the International Division, Children’s Group and Keds Corp. (1994–2004), and senior roles at Levi Strauss & Co. (1979–1994). He serves on the Board of the Harold Grinspoon Foundation and is designated independent by WMK’s Board and an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jammen82, LLC | Founder & Principal | 2019–present | Management consulting focused on productivity and brand-building |
| Jewish Federations of North America | CEO/President | 2009–2019 | Led national non-profit federation |
| Stride Rite Corp. | President, International; President, Children’s Group; President, Keds Corp. | 1994–2004 | Executive leadership across multiple divisions |
| Levi Strauss & Co. | Senior executive roles | 1979–1994 | Senior management experience in apparel/retail |
| Foundation for Jewish Camp | President | Not disclosed | Non-profit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harold Grinspoon Foundation | Director | Not disclosed | Non-profit board service |
Board Governance
- Independence: Silverman is an independent director under NYSE rules; WMK’s Audit and Compensation Committees are fully independent. WMK is a “controlled company” (~65% voting power held by the Weis family group), exempt from certain NYSE committee requirements (Nom/Gov, Comp) but maintains independent committees.
- Attendance: FY2024 Board held four regular meetings; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Non-management independent directors met in executive sessions; four meetings in 2024, presided over by Edward J. Lauth.
- Committee assignments and engagement (FY2024):
- Audit Committee: Members Hatchell (Chair), Lauth, Silverman; four regular and four special meetings; all members financially literate and designated “audit committee financial experts.”
- Compensation Committee: Members Hatchell, Lauth, Silverman; Silverman serves as Chair; five meetings; CEO not a member; committee may hire independent compensation consultants (e.g., WTW).
- Reports: Silverman signed the Compensation Committee Report as Chair and the Audit Committee Report as a member.
- Nominating process: No separate nominating committee (full Board handles nominations); no formal diversity policy but the Board seeks diverse backgrounds per Corporate Governance Guidelines.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Director Retainer (cash) | $100,000 | $110,000 | $110,000 |
| Audit Committee Chair Additional Retainer | $6,000 | $6,000 | $6,000 (paid to Audit Chair; Silverman is Compensation Chair) |
Notes:
- No meeting fees; directors are reimbursed for out-of-pocket expenses.
Performance Compensation
- None disclosed for directors; WMK’s proxy lists only cash retainers for non-management directors and states no additional remuneration for committee service or non-management director meetings.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Silverman |
| Private/non-profit boards | Harold Grinspoon Foundation – Director |
| Shared directorships with WMK competitors/suppliers/customers | None disclosed |
| Compensation committee interlocks | None; WMK notes no interlocks or insider participation for committee members (including Silverman) in FY2024. |
Expertise & Qualifications
- Audit committee financial expert designation (per Item 401(h) of Reg S-K).
- Senior retail and consumer brand leadership across footwear/apparel and non-profit management (Stride Rite, Keds, Levi Strauss; JFNA).
- Compensation oversight experience as Chair of WMK’s Compensation Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (WMK common) | 5,000 |
| Shares outstanding reference | 26,898,443 (record date March 13, 2025) |
| Ownership as % of shares outstanding | ~0.0186% (5,000 / 26,898,443) |
| Shares pledged as collateral | None; WMK discloses no pledging by directors/NEOs. |
| Hedging policy | Speculative hedging discouraged; long-term hedging permitted (≥1 year, pre-cleared with CFO/Controller). |
Insider Trades
| Date (Transaction/Filing) | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| Nov 7, 2017 (txn) / Nov 8, 2017 (filing) | Open-market purchase | 5,000 | $34.15 | 5,000 |
Data from insider-trades skill (Form 4); reporting name “SILVERMAN GERRALD B,” type of owner: director. (/tmp/insider_trades_20251120_040518.json)
Governance Assessment
- Positives
- Independence and expertise: Silverman is independent, serves as Compensation Committee Chair, and is designated an audit committee financial expert—supportive of robust oversight of executive pay and financial reporting.
- Board/committee engagement: Strong meeting cadence and attendance; Audit and Compensation Committees met frequently in FY2024; executive sessions of independent directors held.
- Conflict controls: No related party transactions requiring disclosure in FY2024; formal conflicts policy with Audit Committee review authority.
- Pay governance tools: Compensation Committee can retain independent consultants (e.g., WTW); company maintains clawback policy aligned with NYSE/SEC rules since Oct 26, 2023.
- Potential concerns and watch items
- Controlled company structure: Weis family group controls ~65% voting power; WMK does not maintain a separate nominating/corporate governance committee, concentrating nomination decisions at full Board. This can constrain minority shareholder influence on board composition.
- Alignment via ownership: Silverman’s ownership is modest (~0.019% of shares), limiting direct financial alignment; director compensation is all cash without equity grants.
- Hedging allowance: Long-term hedging is permitted (with pre-clearance), which can reduce downside exposure, though speculative hedging is discouraged.
Overall, Silverman’s independent status, committee leadership, and audit expertise are positives for board effectiveness. The controlled company governance profile and low director equity exposure warrant monitoring for alignment and nomination independence.