Not independent
Tenure on this board
5.9 yrs
5 nominees · 3 ballot items.
Vote to elect five directors, an advisory (non-binding) vote to approve the compensation of Seaboard’s Named Executive Officers (say-on-pay), and ratification of KPMG LLP as Seaboard’s independent auditors for 2026.
Elect five directors to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of Seaboard’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to Seaboard’s Named Executive Officers as disclosed in the proxy statement (the so-called "say-on-pay" vote). Management is submitting this to fulfill Dodd-Frank/Exchange Act requirements and because the Board has previously polled shareholders on executive pay matters and established a three-year cycle for the advisory vote; the last vote was in 2023. The Board recommends FOR because it believes the company’s compensation practices align with its objectives to attract and retain senior executives, reflect performance, and are reasonable in view of Seaboard’s compensation philosophy (which emphasizes salary, cash bonuses and defined benefit arrangements rather than equity incentives). The advisory nature of the vote means it will not legally bind the Board, but the Board explicitly states it will take the vote’s outcome into account when setting future compensation arrangements. Contextually, Seaboard is a controlled company with concentrated ownership, and the Board has emphasized subjective assessments of company and individual performance in setting pay; shareholders should therefore view the vote as feedback on both pay levels and governance choices such as the absence of equity-based incentives. Relevant to evaluation, the proxy discloses substantial pension and deferred compensation values for certain executives and relatively large cash bonuses for 2025, which may drive shareholder scrutiny. The Board’s rationale emphasizes continuity and stability of management and the tailored nature of Seaboard’s pay programs (including retirement plans and perquisites) as consistent with company objectives. In assessing merits, an analyst should weigh the company’s pay-for-performance linkage (the proxy points to operating income as the primary financial measure) and the high CEO pay-to-median-employee ratio (154:1 for 2025) against the Board’s retention and competitive-ness arguments. Given the advisory vote’s non-binding character and the Board’s stated responsiveness to results, the proposal functions primarily as a governance signal; a significant negative vote would likely prompt further engagement or adjustments by the Board despite its controlled-company status.
Ratify the appointment of KPMG LLP as Seaboard’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.72% | 45,240 | $256M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.02% | 19,336 | $109M |
| 3 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.29% | 12,332 | $70M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.14% | 10,939 | $62M |
| 5 | BlackRock, Inc. | 0.87% | 8,375 | $47M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 0.81% | 7,778 | $44M |
| 7 | PRIVATE MANAGEMENT GROUP INC | 0.79% | 7,519 | $43M |
| 8 | AMERICAN CENTURY COMPANIES INC | 0.78% | 7,450 | $42M |
| 9 | Wallace Capital Management Inc. | 0.77% | 7,396 | $42M |
| 10 | BlackRock, Inc. | 0.72% | 6,915 | $39M |
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