Harold G. Graber
WEIS MARKETSAbout Harold G. Graber
Harold G. Graber, age 69, has served on Weis Markets’ Board since 2011; he retired from his executive roles effective February 29, 2024 after nearly 35 years at the Company, and continues as a non‑management director. His background spans real estate and development strategy, property management, and he also served as Corporate Secretary beginning in 2014, providing the Board with deep domain expertise in store development and planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weis Markets, Inc. | Director of Real Estate | 1989–1996 | Led site selection and store development foundation in early tenure |
| Weis Markets, Inc. | Vice President, Real Estate | 1996–2010 | Oversaw real estate portfolio; expanded development pipeline |
| Weis Markets, Inc. | Senior Vice President, Real Estate & Development | Feb 2010–Feb 2024 | Directed real estate, planning, engineering, architecture, construction, and development strategy |
| Weis Markets, Inc. | Corporate Secretary | Feb 2014–Feb 2024 | Corporate governance officer responsibilities prior to retirement |
| Weis Markets, Inc. | Non‑management Director | 2011–present | Board member; brings real estate/development perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in “Other Reporting Company Directorships” column for Mr. Graber | — | — |
Board Governance
- Independence status: The Board determined Directors Hatchell, Lauth and Silverman are independent; Mr. Graber is not identified as independent in the proxy’s independence determination.
- Committee assignments: Audit Committee (Hatchell—Chair, Lauth, Silverman) and Compensation Committee (Silverman—Chair, Hatchell, Lauth) are composed entirely of independent directors; Mr. Graber is not listed on these committees.
- Attendance and engagement: The Board held four regular meetings in fiscal 2024; no director attended fewer than 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting.
- Executive sessions/lead independent: Non‑management independent directors (Hatchell, Lauth, Silverman) met in executive session; Mr. Lauth presided over the four meetings in 2024.
- Controlled company context: Weis family and related parties control approximately 65% of voting power, qualifying the Company for NYSE controlled‑company exemptions (e.g., no requirement for a Nominating/Corporate Governance Committee). The Company nonetheless maintains Audit and Compensation Committees of independent directors.
Fixed Compensation
Policy and actuals (directors who are not officers):
- Annual cash retainer: $110,000, paid quarterly.
- Audit Committee Chair additional retainer: $6,000.
- No additional remuneration for committee service or for participation in non‑management director meetings; reimbursement of out‑of‑pocket meeting expenses only.
2024 Director Compensation (Mr. Graber)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $82,500 (pro‑rated upon becoming a non‑management director 2/29/2024) |
| Total ($) | $82,500 |
Performance Compensation
- The director compensation disclosure for fiscal 2024 lists only cash retainers (no equity grants or option awards presented for directors); the Company states there is no additional remuneration for committee service or meeting participation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Graber in the nominees table. |
| Compensation Committee interlocks | Independent directors (Hatchell, Lauth, Silverman) disclosed no interlocks; Mr. Graber is not on the Compensation Committee. |
Expertise & Qualifications
- Core expertise: Real estate and development strategy; property management and maintenance; lease administration; store planning, engineering, architecture, construction; indirect procurement and utilities; oversight of legal activities and sustainability initiatives.
- Board‑relevant credential: Nearly 35 years of company‑specific development and real estate experience creates continuity and operational context for capital allocation in store footprint decisions.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As‑of Date | Notes |
|---|---|---|---|---|
| Harold G. Graber | 2,374 | * (<1%) | March 13, 2025 | Beneficial ownership per proxy; directors/NEOs have no pledged shares disclosed. |
| Shares Outstanding (Reference) | 26,898,443 | — | March 13, 2025 | Basis for % of class. |
No shares pledged as security by directors or NEOs (positive alignment signal).
Governance Assessment
- Independence and committee influence: Graber is not identified as independent and does not sit on Audit or Compensation Committees, which are limited to independent directors—constraining his direct influence over financial reporting oversight and executive pay design.
- Attendance and engagement: Board‑level attendance is solid (no director below 75%; all directors attended the Annual Meeting), supporting baseline engagement.
- Controlled‑company risk context: With ~65% voting control by the Weis family, the Company is exempt from certain NYSE governance requirements (e.g., nominating/governance committee), which can concentrate influence and reduce some shareholder safeguards—though Audit and Compensation remain fully independent.
- Compensation alignment: Director pay is a straightforward cash retainer with no meeting or committee fees (other than Audit Chair retainer) and no disclosed equity; simplicity reduces pay‑for‑attendance risks but limits equity‑based alignment at the board level.
- Ownership alignment: Graber’s beneficial ownership is modest at 2,374 shares (<1%); absence of pledging is a positive signal.
RED FLAGS
- Not independent and recently transitioned from senior management (retired 2/29/2024), which can raise cooling‑off concerns for committee eligibility and independent oversight.
- Controlled‑company status concentrates voting power with insiders, potentially dampening minority shareholder influence over director elections and governance changes.
Positive Indicators
- Strong aggregate attendance across the Board; independent Audit and Compensation Committees are active and chaired by experienced independent directors.
- No pledging of shares by directors/NEOs disclosed.