DEF 14A of Tootsie Roll Industries Inc
Filed Mar 27, 2026 · FY20250001104659-26-035765
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS It is the intention of the persons named in the accompanying proxy to vote for the election of each of the six persons named in the table below as a director of the Company to serve until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. All of such nominees are now directors of the Company, having been previously elected as directors by the shareholders of the Company or named to the Board subsequent to the 2025 Annual Meeting of Shareholders. In the event any of the nominees, all of whom have expressed an intention to serve if elected, fail to stand for election, the persons named in the proxy presently intend to vote for a substitute nominee designated by the Board of Directors. The information concerning the nominees and their shareholdings has been furnished by them to the Company. The following table sets forth information with respect to the six nominees for election as directors:
ELECTION OF DIRECTORS
| Name, Age and Other Positions, if any, with Company | Period Served As Director and Business Experience During Past 5 Years | | Ellen R. Gordon, 94, Chairman of the Board and Chief Executive Officer | Director since 1969; Chairman and Chief Executive Officer since 2015; President and Chief Operating Officer from 1978 to 2025; Director and Vice-President of HDI Investment Corp., a family investment company. Mrs. Gordon brings to the Board an in-depth knowledge of all aspects of the Company and comprehensive industry knowledge from her many years of experience in the confectionery industry. Mrs. Gordon has also served extensively on the boards of several nationally recognized graduate business and medical schools and on the board of a large public company where she also chaired its audit committee. | | Karen G. Mills, 72 | Director since 2025; President of Tootsie Roll Industries 2025-Present; Senior Fellow, Harvard Business School, 2014-2025; Cabinet member and Administrator, U.S. Small Business Administration 2009-2013; Investor in venture capital and private equity 1983-2008; Director of Skillsoft, Inc. since 2021. Mrs. Mills is an experienced financial and operating executive with leadership experience in consumer goods, manufacturing and technology companies. Mrs. Mills is the daughter of Ellen R. Gordon. | | Michael A. Chodos, 67(1)(2) | Director since 2025; Principal at the Law Offices of Michael Chodos, 1984 to the present; Chief Legal Officer and Corporate Secretary of Medsphere Systems Corporation from 2020 to 2023; General Counsel, Senior Vice President, Notarize, Inc. from 2016 to 2020. Mr. Chodos is a seasoned corporate counsel, entrepreneur, and board advisor, with many years of transactional, corporate finance, governance, compliance, labor relations, regulatory and government relations experience across a broad range of enterprises. | | Virginia L. Gordon, 73 | Director since 2021; Private investor who has served on the boards of several national and local public service and charitable organizations; Director of HDI Investment Corp., a family investment company. Ms. Gordon has an in-depth knowledge of the Company and possesses knowledge of the Company’s history as a result of being a significant shareholder and the Gordon family’s involvement for many years. Ms. Gordon is the daughter of Ellen R. Gordon. | | Lana Jane Lewis-Brent, 79(1)(2) | Director since 1988; President of Paul Brent Designer, Inc. since 1992; former President of Sunshine-Jr. Stores, Inc. Mrs. Lewis-Brent possesses knowledge of the Company’s history and brings to the Board in depth operational skills as well as a retailer’s perspective of the confectionery industry by virtue of her executive management experience in the convenience store industry, which represents an important outlet for the Company’s products. |
ELECTION OF DIRECTORS
| Paula M. Wardynski, 68(1)(2) | Director since 2015; Senior Vice-President-Finance of Twenty-First Century Fox, Inc. 2007-2019. Ms. Wardynski is a seasoned financial executive and brings to the Board a broad range of financial and managerial skills as well as corporate governance experience in a public company environment, having served for many years in a senior executive capacity at one of the premier international media and entertainment companies in the world. |
ELECTION OF DIRECTORS
| (1) Member of the Audit Committee. |
ELECTION OF DIRECTORS
| (2) Member of the Compensation Committee. |
ELECTION OF DIRECTORS
Director Independence and Corporate Governance. The Board of Directors has determined that the non-management directors, except for Virginia L. Gordon, are independent under the New York Stock Exchange (“NYSE”) listing standards because they have no direct or indirect relationship with the Company other than through their service on the Board of Directors and as shareholders. Shareholders and other interested parties who wish to communicate with the non management members of the Board of Directors may do so by writing to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Audit Committee Chairman, c/o Assistant Corporate Secretary. The Company’s Corporate Governance Guidelines, which are posted on its website, www.tootsie.com/financials/, provide that the Chair of the Audit Committee shall preside over executive sessions of the non management directors. The Company has also adopted a Code of Business Conduct and Ethics, which applies to all directors and employees, and which meets the Securities and Exchange Commission (“SEC”) criteria for a “code of ethics.” The Code of Business Conduct and Ethics is posted on the Company’s website www.tootsie.com. The Board of Directors periodically reviews succession planning for the Company’s senior management including planning for the succession of Mrs. Gordon. Mrs. Gordon is engaged in the day to day operation of the Company’s business and strategic planning. The information contained on the Company’s website is not a part of this proxy statement. Meeting Attendance. The Board of Directors held four meetings in 2025. The Board of Directors has two standing committees, the Audit Committee and the Compensation Committee. During 2025, all directors attended at least 75 percent of the meetings of the Board of Directors and the Committees of which they were members. Mrs. Gordon, the Company’s Chairman and Chief Executive Officer, attended the 2025 Annual Meeting of Shareholders. Audit Committee. The Audit Committee, which was established in accordance with section 3(a)(58) of the Securities Exchange Act of 1934, operates under a written charter approved by the Board of Directors, a copy of which is posted on www.tootsie.com. The Audit Committee held five meetings during 2025. The Audit Committee is composed of three directors who qualify as “independent” and “financially literate” under the NYSE listing standards and rules of the SEC. The Board of Directors has not identified any member of the Audit Committee to be qualified as an “audit committee financial expert” as such term is defined by rules of the SEC and the Board does not believe that given the capabilities of the members of the Audit Committee it has been necessary to have or recruit a member who would qualify as an audit committee financial expert as defined by the SEC. Compensation Committee. The Compensation Committee administers and makes awards under the Tootsie Roll Industries, Inc. Management Incentive Plan. This committee is composed of three directors who qualify as “independent” under the NYSE listing standards. Otherwise, the entire Board of Directors is responsible for determining the compensation structure and amounts for the executive officers, including the Chief Executive Officer and President, except that the Chief Executive Officer and the President recuse themselves from votes regarding their own compensation or in circumstances where their participation, as executive officers of the Company, would affect compliance with federal securities law. Since the Company is a “controlled company” under the NYSE listing standards (see “Controlled Company Status” below), this committee does not maintain a written charter and the entire Board of Directors makes compensation decisions with regard to the Chief Executive Officer or other executive officers as described above. Given the Company’s status as a controlled company, the Board believes that this allocation of responsibilities between the Compensation Committee and the full Board for compensation decisions is appropriate. The Compensation Committee held one meeting during 2025. This committee has not delegated any of its duties to others. The Company has engaged Compensation Strategies, Inc., an executive compensation consulting firm selected by management and approved by the Board, to provide advice and assistance to both management and the Board regarding the Company’s executive compensation practices. Compensation Strategies, Inc. is referred to below as the “consultant.” The consultant conducts periodic reviews of total compensation of the Company’s executive officers, based on the process described in the Compensation Discussion and Analysis section below, for review by management and the Board of Directors in determining the appropriate levels of compensation for each executive officer. The consultant only provides executive compensation consulting services. The consultant does not attend meetings of the Board of Directors or of the Compensation Committee but is available to answer questions. Work performed by Compensation Strategies, Inc. did not raise any conflict of interest. Director Nominations. As a controlled company under NYSE listing standards, the Company is permitted to have the entire Board of Directors discuss and determine the nominees for election to the Board and oversee the Company’s corporate governance. The Board does not believe that given the current size and composition of the Board that it needs to have a separately designated nominating committee to perform this function. The Board will consider director candidates recommended by shareholders, but the Board does not otherwise have a policy with regard to the consideration of director candidates recommended by shareholders, nor has it established any specific minimum qualifications that it believes must be met by a nominee for director, whether recommended by it or by a shareholder, or any specific qualities or skills that it believes are necessary for one or more of its directors to possess, as it believes that it can adequately consider the suitability and qualifications of any such candidates on a case by case basis. The Board does not currently have a policy for identifying or evaluating nominees for director, including nominees recommended by shareholders. If a candidate for nomination is recommended by a shareholder, the Board would evaluate that candidate in the same manner as all other candidates to be nominees for director. As set forth in its Corporate Governance Guidelines, the Board is committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise. The Board does not have a formal policy with respect to diversity in identifying or selecting nominees for the Board, but in evaluating nominees, the Board assesses the background of each candidate in a number of different ways including how the individual’s qualifications complement, strengthen and enhance those of existing Board members as well as the future needs of the Board. Any shareholder wishing to recommend a candidate for nomination as a director should do so in writing addressed to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, Chairman. See “Shareholder Proposals for 2026 and 2027 Annual Meetings” below in this proxy statement for information regarding procedures that must be followed by shareholders in order to nominate directors at the 2026 Annual Meeting.
ELECTION OF DIRECTORS
Board Leadership Structure and Role in Risk Oversight. The Company’s Corporate Governance Guidelines provide that the Board shall be free to choose its chair in any way it deems best for the Company at any time. The Board believes that it is desirable to have the flexibility to decide whether the roles of Chairman of the Board and Chief Executive Officer should be combined or separate in light of the Company’s circumstances from time to time. The Board currently combines the role of Chairman of the Board with the role of Chief Executive Officer and does not have a lead independent director. The Board believes this currently provides an efficient and effective leadership model for the Company, especially given the relatively small size of the Company’s Board. The Company’s independent directors bring experience, oversight and expertise from outside the Company and industry, while the non-independent directors bring Company specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance. The Audit Committee has been designated by the Board to take the lead in overseeing risk management at the Board level. The charter for the Audit Committee requires that it discuss policies and guidelines to govern the process by which risk assessment and risk management are handled and that it meet periodically with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled. In this role, the Audit Committee considers the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks. Although the Board’s primary risk oversight has been assigned to the Audit Committee, the full Board also receives information about the Company’s risk management and the most significant risks that the Company faces, including cybersecurity risks, and addresses the Company’s management of these risks. In addition to an ongoing compliance program, the Board encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day to day business operations. The Board believes its current leadership structure supports effective risk oversight by facilitating the flow of risk information to the Board, while the Audit Committee’s oversight of key risk areas and the Board’s periodic review of significant risks provide appropriate independent oversight. Controlled Company Status. The Company is a “controlled company” under the NYSE listing standards since the Gordon family collectively holds more than 50% of the total voting power of the outstanding capital stock of the Company.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION As described more fully below, this chart summarizes the annual compensation of the Company’s directors during 2025. Mrs. Gordon and Mrs. Mills received no compensation for their services as directors. Mrs. Gordon’s compensation as Chief Executive Officer is set forth below under “Executive Compensation.”
DIRECTOR COMPENSATION
| | Fees Earned | All Other | | | Name | or Paid in Cash | Compensation | Total | | Michael A. Chodos | $140,740 | $— | $140,740 | | Virginia L. Gordon | 138,000 | — | 138,000 | | Lana Jane Lewis-Brent | 150,000 | — | 150,000 | | Karen G. Mills(1) | — | 1,010,443 | 1,010,443 | | Barre A. Seibert | 9,260 | — | 9,260 | | Paula M. Wardynski | 160,000 | 2,000 | 162,000 |
DIRECTOR COMPENSATION
| (1) Karen G. Mills became President of the Company in June 2025. The amounts included in this table consist of compensation earned as President of the Company in 2025. |
DIRECTOR COMPENSATION
Non management directors received the following cash compensation for 2025:
DIRECTOR COMPENSATION
| ● | An annual retainer of $130,000; |
DIRECTOR COMPENSATION
| ● | $2,000 for Board meetings attended; |
DIRECTOR COMPENSATION
| ● | An annual retainer of $10,000 for serving on the Audit Committee and $20,000 for serving as its Chair; and |
DIRECTOR COMPENSATION
| ● | $2,000 for attending each meeting of the Compensation Committee. |
DIRECTOR COMPENSATION
The Board of Directors recommends a vote FOR the election of all named director nominees.
BY CERTAIN BENEFICIAL OWNERS
| (2) Held as trustee of a trust which holds such shares for one of the Company’s nonqualified deferred compensation plans. |
Objectives of Compensation Program
| ● | Attain the Company’s principal long-term objective of profitably building the Company’s well-known brands. |
Objectives of Compensation Program
All compensation and benefits for named executive officers described below have as a primary purpose meeting the need to attract, retain and motivate the types of individuals who will be able to execute the Company’s business strategy while upholding its values in an ever changing competitive environment. The Company’s current compensation program includes salary, annual cash incentives, annual awards under the Company’s Career Achievement Plan, which is referred to as the “CAP” below, participation in the Excess Benefit Plan, which is referred to as the “EBP” below, and a Supplemental Savings Plan, which is referred to as the “SSP” below. None of the Company’s employees receive stock options, restricted stock or other forms of equity-based compensation. The Board did not grant equity-based compensation to the Chief Executive Officer because of her significant equity stake in the Company. Other named executive officers also do not receive equity-based compensation, as the Board has decided to motivate executive behavior based on financial and management objectives consistent with the Company’s corporate principles. Because the Company does not grant stock options or other equity-based compensation, the Company has no policy regarding the timing of such awards in relation to the disclosure of material nonpublic information and the Board makes no determinations as to the timing of such awards in relation to the material nonpublic information.
Competitiveness Assessment
Competitiveness Assessment The Board periodically reviews compensation levels for similarly situated executives of a group of industry peers. With the assistance of Compensation Strategies, Inc., a compensation consulting firm, statistical analysis is used to adjust all market compensation data to reflect the current annual revenues and market capitalization of the Company given the variation in size of the companies from which compensation data is collected. Each element of compensation as well as total compensation is quantified and reviewed to determine the Company’s competitiveness compared to the market. In late 2025, Compensation Strategies, Inc. determined that the total compensation (base salary, annual bonus and long term incentives) for the Company’s executive officers was 31% below market for its peer group companies (as discussed below) after adjusting for market capitalization. The Company does not target any specific level of compensation with respect to the market such as the 50% percentile of peer companies. In determining appropriate individual compensation levels for the named executive officers, the Board considers this competitive market compensation data, as well as the individual’s experience, internal equity among the executive officers, as well as individual and Company performance. Compensation levels for all named executive officers, except the Chief Executive Officer, were approved by the Board (and in the case of the Management Incentive Plan, by the Compensation Committee) based on the recommendation of, and performance evaluation by the Chief Executive Officer. In the case of the Chief Executive Officer, the independent members of the Board reviewed and approved compensation levels after conducting an evaluation of the prior year performance.
Peer Group
Peer Group The group of peer companies used in the review of total compensation levels consists of 18 publicly traded companies in the snack, confectionary and specialty food and beverage industries with annual revenues ranging from $342 million to $19.5 billion and market capitalizations ranging from $36 million to $35.9 billion at February 28, 2026. The Board reviews the make-up of the group on an ongoing basis. Each company included in the group is shown below.
Peer Group
| | | Market | | | | Capitalization, | | | Annual | as of | | | Revenues | 02/28/2026 | | Peer Group | (in Millions) | (in Millions) | | B&G Foods, Inc. | $1,829 | $350 | | Campbell Soup Company | 10,253 | 8,366 | | Farmer Brothers Co. | 342 | 36 | | Flowers Foods, Inc. | 5,256 | 2,416 | | General Mills, Inc. | 19,487 | 24,814 | | Hain Celestial Group, Inc. | 1,560 | 110 | | The Hershey Company | 11,693 | 28,878 | | J & J Snack Foods Corp. | 1,583 | 1,846 | | The J.M. Smucker Company | 8,726 | 11,078 | | John B. Sanfilippo & Son, Inc. | 1,107 | 946 | | Kellanova (2) | 12,670 | 35,900 | | Marzetti Company (4) | 1,909 | 4,701 | | McCormick & Co., Inc. | 6,840 | 16,601 | | Nature's Sunshine Products, Inc. (1) | 454 | 445 | | Post Holdings, Inc. | 8,158 | 5,289 | | Seneca Foods Corporation | 1,579 | 816 | | The Simply Good Foods Company | 1,451 | 1,854 | | TreeHouse Foods, Inc. (3) | 3,385 | 2,900 |
Peer Group
| (1) Most recent revenue data available is from 2024. |
Peer Group
| (2) Kellanova was acquired by Mars in December of 2025 for $35.9B. Revenues are rolling 4 quarters as of Sept 27, 2025. |
Peer Group
| (3) TreeHouse Foods was acquired by Investindustrial in February of 2026 for $2.9B. Revenues are midpoint of their stated 2025 estimate range. |
Peer Group
| (4) Lancaster Colony Corporation has changed its name to The Marzetti Company, with a new Nasdaq ticker symbol MZTI, effective July 1, 2025. |
Elements of Compensation
| ● | Comparative compensation levels of other companies, including the periodic compensation studies performed by an independent compensation consultant; |
Elements of Compensation
In 1997, the Company entered into change in control agreements with Mr. Ember and Mr. Bowen. The Board of Directors at that time determined amounts payable under its change in control program based in part on its review at such time of available information of such programs maintained by similarly situated companies with the assistance of a compensation consultant. The purpose of these agreements is to avoid the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. A change in control program protects shareholder interests by enhancing employee focus during rumored or actual change in control activity. The Board of Directors adopted these agreements under the belief that such arrangements are frequently part of executive compensation practices at major public corporations. These agreements were not extended to the Chief Executive Officer due to her significant equity stake in the Company. A detailed summary of these agreements is set forth in section entitled “Potential Payments on Termination or Change in Control” below in this proxy statement. There are no employment agreements or other forms of severance agreement with the named executive officers. Tax Considerations In general, under Section 162(m) of the Code, income tax deductions of publicly-held corporations are generally limited to the extent total compensation (including base salary, annual bonus and non-qualified deferred compensation benefits) for certain executive officers exceeds $1 million in any taxable year of the corporation. The exception for qualified “performance-based” compensation was eliminated by the Tax Cuts and Jobs Act for tax years beginning on or after January 1, 2018. As a result, any compensation earned by any named executive officer under any of the Company’s plan, including the MIP, during the current fiscal year is subject to the $1 million deduction limitation. The Board has not changed its approach to paying compensation despite amounts above $1 million being non-deductible. Advisory Vote on Executive Compensation The Board considered the result of the 2023 advisory vote to approve the compensation of the Company’s named executive officers in connection with the discharge of its responsibilities. Because shareholders overwhelmingly approved the compensation of the Company’s named executive officers, with approximately 94.9% of the total votes cast voted in favor of the 2023 “say on pay” resolution, the Board has not made significant changes to the Company’s compensation programs as a result of such shareholder advisory vote.
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023 The following table sets forth the information required by SEC Regulation S K Item 402 as to the compensation paid or accrued for the years ended December 31, 2025, 2024 and 2023 for services rendered in all capacities, by the Company’s Chairman and Chief Executive Officer, Vice President/Finance (the principal financial officer) and three other most highly compensated executive officers (the “named executive officers”).
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| | | | | | | Change in | | | | | | | | | | Pension | | | | | | | | | | Value and | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | Stock or | Incentive | Deferred | | | | | | | | Option | Plan | Compensation | All Other | | | Name and Principal Position | Year | Salary | Bonus(1) | Awards | Compensation | Earnings | Compensation(2) | Total | | Ellen R. Gordon, | 2025 | $999,000 | $4,245,000 | — | — | — | $1,906,512 | $7,150,512 | | Chairman and Chief | 2024 | 999,000 | 4,245,000 | — | — | — | 1,960,551 | 7,204,551 | | Executive Officer | 2023 | 999,000 | 4,161,000 | — | — | — | 2,129,683 | 7,289,683 | | G. Howard Ember, Jr., | 2025 | 999,000 | 590,000 | — | — | — | 836,795 | 2,425,795 | | Vice President/Finance | 2024 | 999,000 | 556,500 | — | — | — | 764,276 | 2,319,776 | | | 2023 | 999,000 | 525,000 | — | — | — | 684,154 | 2,208,154 | | Henry G. Mills(3) | 2025 | 603,000 | 259,700 | — | — | — | 293,592 | 1,156,292 | | Vice President/Chief | 2024 | 509,400 | 245,000 | — | — | — | 253,821 | 1,008,221 | | Operating Officer | 2023 | 461,000 | 188,000 | — | — | — | 182,013 | 831,013 | | Barry P. Bowen, | 2025 | 787,500 | 307,900 | — | — | — | 374,323 | 1,469,723 | | Treasurer | 2024 | 757,200 | 290,500 | — | — | — | 355,753 | 1,403,453 | | | 2023 | 727,700 | 274,000 | — | — | — | 332,232 | 1,333,932 | | Stephen P. Green | 2025 | 728,500 | 282,000 | — | — | — | 335,077 | 1,345,577 | | Vice President/ | 2024 | 700,400 | 266,000 | — | — | — | 318,999 | 1,285,399 | | Manufacturing | 2023 | 672,400 | 251,000 | — | — | — | 298,411 | 1,221,811 |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| (1) Reflects amounts earned under the Management Incentive Plan (MIP). The MIP is discussed in the Compensation Discussion and Analysis section above. |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| (2) The All Other Compensation column reflects the following benefits for 2025: |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| ● | The following amounts contributed by the Company for the benefit of the named executive officers: $38,262 for each of the named executive officers with respect to the Company’s tax qualified defined contribution plans; $0, $166,359, $68,724, $100,464 and $88,941 for Mrs. Gordon, Mr. Ember, Mr. Mills, Mr. Bowen and Mr. Green respectively, with respect to the EBP; and $0, $615,400, $170,000, $212,500, and $185,500 for Mrs. Gordon, Mr. Ember, Mr. Mills, Mr. Bowen and Mr. Green, respectively, with respect to the CAP. |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| ● | The use of a Company owned apartment by Mrs. Gordon when working at the Company’s headquarters in the amount of $74,974. The amounts included in the table with regard to this item include the costs related to the apartment including real estate taxes, maintenance expenses, utilities, building association fees. |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| ● | The use of Company aircraft by Mrs. Gordon to travel between corporate headquarters and other locations where both executive offices and personal housing are maintained in the amount of $1,728,526 for Mrs. Gordon. See “Compensation Discussion and Analysis Perquisites” above for a discussion of the reasons why the Company provides these benefits. Although the Board of Directors has approved these expenditures as reasonable business expenses because of the benefits to the Company, such expenditures are considered compensatory perquisites to Mrs. Gordon under an SEC interpretation. These amounts reflect the aggregate incremental cost to the Company of travel between these locations, based on the proportion of hours flown for this travel relative to all hours flown. This calculation of aggregate incremental cost includes the proportionate amount of all operating costs and fixed charges (other than depreciation) such as monthly management fees, pilot charges, fuel, maintenance, insurance and other fees. |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
| ● | With respect to Messrs. Ember, Mills, Bowen and Green, the cost of providing Company automobiles. With respect to Mrs. Gordon, the cost of an automobile and driver based on all direct costs of maintaining and operating the automobile and the proportionate cost of the portion of an employee’s time used for driving. |
Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023
(3) Henry G. Mills is the grandson of Ellen R. Gordon.
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
| | Executive | Company | Aggregate | Aggregate | | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance at | | Executive/Plan Name | in last FY(1) | in last FY(2) | in last FY | Distributions | Last FYE(3) | | Ellen R. Gordon (4) | | | | | | | EBP | $— | $— | $6,660,209 | $— | $42,023,159 | | CAP | — | — | 3,669,949 | — | 27,217,385 | | SSP | — | — | 672,733 | — | 4,401,661 | | G. Howard Ember, Jr. | | | | | | | EBP | — | 166,359 | 1,645,917 | 6,400 | 11,963,555 | | CAP | — | 615,400 | 1,373,157 | 21,400 | 14,496,039 | | SSP | — | — | 553 | — | 3,996 | | Henry G. Mills | | | | | | | EBP | — | 68,724 | 42,766 | 1,900 | 222,333 | | CAP | — | 170,000 | 106,817 | 5,900 | 601,878 | | Barry P. Bowen | | | | | | | EBP | — | 100,464 | 1,058,222 | 3,700 | 7,005,496 | | CAP | — | 212,500 | 300,981 | 7,900 | 5,776,951 | | Stephen P. Green | | | | | | | EBP | — | 88,941 | 363,351 | 3,300 | 2,600,858 | | CAP | — | 185,500 | 145,006 | 6,900 | 1,679,562 | | SSP | — | — | 12,569 | 352,400 | 71,558 |
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
| (1) Included as a component of “Salary” and “Bonus” in the Summary Compensation Table. |
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
| (2) Included as a component of “All Other Compensation” in the Summary Compensation Table. |
Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025
| (3) Reflects total contributions and earnings thereon over the named executive’s career with the Company during which they participated in the EBP, CAP and the SSP, less any prior withdrawals or distributions. As of December 31, 2025, there have been no cash distributions under the EBP and the CAP other than for the payment of applicable taxes on vested awards. |
Summary of Nonqualified Deferred Compensation Plans
Summary of Nonqualified Deferred Compensation Plans
Pay vs Performance
Pay vs Performance The following tables set forth the compensation actually paid (as defined under SEC rules) for the principal executive officer, the average of the other four named executive officers, the total shareholder return of the Company’s shares and that of its peer group and the three most significant measures considered in determining performance based executive compensation for the years ended 2025, 2024, 2023, 2022 and 2021.
Pay vs Performance
| | | | Average | Average | | | | | | | | | | Summary | Compensation | Average | | Company | | | | | Summary | Compensation | Compensation | Actually | Value of Initial Fixed | | Selected | Other Measures | | | | Compensation | Actually | Table Total | Paid (1) | $100 Investment Based On: | | Measure | Net Product | Net Earnings | | | Table Total | Paid (1) | for Other | to Other | | TSR of | Net Earnings (5) | Sales | as a Percent | | Year | for PEO | to PEO (2) | NEOs | NEOs (2) | TSR (3) | Peer Group (4) | (in thousands) | (in thousands) | of Sales | | 2025 | $7,150,512 | $7,150,512 | $1,599,347 | $1,599,347 | $151 | $98 | $99,982 | $724,675 | 13.8% | | 2024 | 7,204,551 | 7,204,551 | 1,573,879 | 1,573,879 | 128 | 106 | 97,819 | 715,530 | 13.7% | | 2023 | 7,289,683 | 7,289,683 | 1,495,958 | 1,495,958 | 126 | 114 | 91,886 | 763,252 | 12.0% | | 2022 | 6,793,272 | 6,793,272 | 1,362,116 | 1,362,116 | 155 | 124 | 75,892 | 681,440 | 11.1% | | 2021 | 5,442,510 | 5,442,510 | 1,256,239 | 1,256,239 | 127 | 113 | 65,308 | 566,043 | 11.5% |
Pay vs Performance
| (1) "Compensation Actually Paid" is the same as the total compensation reported in the Summary Compensation Table because the Company does not have any stock-based compensation or defined benefit plans. |
Pay vs Performance
| (2) The principle executive officer (PEO) is Ellen R. Gordon. The four other named executive officers (NEOs) are G. Howard Ember, Jr., Henry G. Mills, Barry P. Bowen and Stephen P. Green. There were no changes to the PEO or other NEOs during 2025, 2024, 2023, 2022 or 2021 except that Mr. Naylor retired and Mr. Mills became an NEO in 2025. |
Pay vs Performance
| (3) For the relevant year, represents the cumulative shareholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. |
Pay vs Performance
| (4) For the relevant fiscal year, represents the TSR of the Dow Jones US Food Producers group for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. |
Pay vs Performance
| (5) Excludes deduction for non-controlling interests as per Item 402 of Regulation S-K in the amount of $70, $19, $26, $45 and $18 in 2025, 2024, 2023, 2022 and 2021 respectively. In addition, as per the terms of the Company’s Management Incentive Plan, 2024 Net Earnings excludes an $11,010 non-recurring, non-cash charge related to the write-off of a deferred tax asset. |
Pay vs Performance
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, set forth below is a description of the relationships among the compensation, stock price and financial information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The following graph illustrates the amount of compensation actually paid to Mrs. Gordon and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mrs. Gordon) as compared to the cumulative TSR over the five years presented in the table. The Compensation Committee does not determine the amount of MIP and CAP awards based on stock price performance. TSR of the Company in relation to that of its peer group is not taken into consideration in determining compensation paid to NEOs because the Board believes that focusing on the factors enumerated above in the Compensation Discussion and Analysis will lead to increased shareholder value on a long term basis and serve to mitigate risk taking activities that are inconsistent with the Company’s long term shareholder interests. Compensation Actually Paid and Net Earnings The following graph illustrates the amount of compensation actually paid to Mrs. Gordon and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mrs. Gordon) as compared to the Company’s Net Earnings over the five years presented in the table. Net Earnings is the most important factor taken into consideration when determining the MIP and CAP awards for NEOs. Compensation Actually Paid and Net Earnings as a Percentage of Net Product Sales The following graph illustrates the amount of compensation actually paid to Mrs. Gordon and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mrs. Gordon) as compared to the Company’s Net Earnings as a percentage of Net Product Sales over the five years presented in the table. Compensation Actually Paid and Net Product Sales The following graph illustrates the amount of compensation actually paid to Mrs. Gordon and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mrs. Gordon) as compared to the Company’s Net Product Sales over the five years presented in the table. Company’s TSR versus TSR of Peer Group The following graph illustrates the TSR of the Company versus that of its peer group over the five years presented in the table. Pay vs. Performance: Most Important Measures The measures that were most important in determining pay during 2025 and were most heavily weighted in the Company’s MIP and CAP programs are as follows:
Pay vs Performance
| ● | Net earnings and earnings per share; |
Pay vs Performance
| ● | Increase in sales of core brands and net product sales; |
Pay vs Performance
| ● | Net earnings as a percentage of net product sales; |
Pay vs Performance
Of these factors, net earnings is the most significant from a quantitative perspective.
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control The section below describes the payments that may be made to the named executive officers upon employment termination or in connection with a change in control. For payments made to a participant upon employment termination under nonqualified deferred compensation plans, see Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing information about the relationship of the annual total compensation of its employees and the annual total compensation of the Chief Executive Officer during 2025. The median employee was determined based on total taxable cash earnings, including salary, wages (regular, hourly, overtime, shift differentials), commissions, bonuses and other miscellaneous cash earnings for each of our employees (excluding the Chief Executive Officer). There were no changes to our employee population or compensation plans that would result in a significant change to our pay ratio. The total annual 2025 compensation for such employee was calculated using the same methodology used for the Company’s named executive officers as required to be set forth in the Summary Compensation Table plus non-discriminatory employee benefits in the amount of $16,948. The total annual compensation of the median employee on a worldwide basis was $74,309. The annual total compensation of the Chief Executive Officer was $7,158,238. The ratio of these two amounts is 96 to 1 for 2025. The Board did not take into account the CEO pay ratio in setting the compensation of the named executive officers.