Fiscal year 2026 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SENEA in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SENEA in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Paul Palmby | $804,583 | — | $0 | — | $402,291 | $81,139 | $16,955 | $1,304,968 |
| President and Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Paul Palmby | $1,304,968 | $1,304,968 | $1,304,968 | +0 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Wolcott | RSU | 869 | — | $131,323 |
| Linda K. Nelson | RSU | 980 | — | 148,098 |
| Erstad | RSU | 980 | — | 148,098 |
The Company's compensation philosophy is to value the contribution of employees and share profits through broad-based incentive arrangements designed to reward performance and motivate collective achievement of strategic objectives. The primary objectives are to attract and retain highly-qualified executives, motivate them to achieve business objectives, reward individual and collective contributions, and align their interests with the long-term interests of shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-08-06 | 2,039,835 | 14,463 | 4,036 | 99.3% | Passed |
| 2023 | 2023-08-09 | 2,323,797 | 9,680 | 6,071 | 99.59% | Passed |
| 2021 | 2021-08-11 | 2,889,993 | 378 | 931 | 99.99% | Passed |
| 2020 | 2020-08-18 | 2,589,357 | 4,324 | 5,575 | 99.83% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-08-06 | 99.3%a |
| 2023 | 2023-08-09 | 99.59%b |
| 2021 | 2021-08-11 | 99.99%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 16 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $80,235 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Bruce E. WareIndependent · Audit · Corporate Governance and Nominating | $80,000 | — | — | — | — | $80,000 |
| Kraig H. KayserIndependent · Board Chair | 80,000 | — | — | — | — | 80,000 |
| Peter R. CallNot independent | 80,000 | — | — | — | — | 80,000 |
| Kathryn J. BoorIndependent · Compensation · Corporate Governance and Nominating (Chair) | 80,000 | — | — | — | — | 80,000 |
| Keith A. WoodwardIndependent · Audit (Chair) · Compensation | 80,000 | — | — | — | — | 80,000 |
| Linda K. NelsonIndependent · Audit | 80,000 | — | — | — | — | 80,000 |
| John P. GaylordIndependent · Compensation (Chair) · Corporate Governance and Nominating | 80,000 | — | — | — | — | 80,000 |
| Donald J. StuartIndependent | 80,000 | — | — | — | — | 80,000 |
| Paul L. PalmbyEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $20,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $640,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $640,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Seneca Foods | 2026 | Paul Palmby | $804,583 | $0 | — | $402,291 | $1,304,968 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Paul Palmby | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Summary Compensation Table” · page 14. As printed: 1,304,968. Filing ↗ |
| 2 | Section 07, pay ratio | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “CEO Pay Ratio”. As printed: 16 : 1. Filing ↗ |
| 3 | Section 08, Bruce E. Ware | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 4 | Section 08, Kraig H. Kayser | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 5 | Section 08, Peter R. Call | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 6 | Section 08, Kathryn J. Boor | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 7 | Section 08, Keith A. Woodward | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 8 | Section 08, Linda K. Nelson | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 9 | Section 08, John P. Gaylord | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 10 | Section 08, Donald J. Stuart | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 80,000. Filing ↗ |
| 11 | Section 08, Paul L. Palmby | DEF 14A | 2026-07-07 | 0001437749-26-022933 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-08-11 | 0001437749-26-027008 | Item 5.07 · say-on-pay result. As reported: 99.3% (votes for as printed: 2,039,835). Filing ↗ |
| 13 | Section 06, 2023 vote | Form 8-K | 2023-08-14 | 0001437749-23-023674 | Item 5.07 · say-on-pay result. As reported: 99.59% (votes for as printed: 2,323,797). Filing ↗ |
| 14 | Section 06, 2021 vote | Form 8-K | 2021-08-11 | 0001437749-21-019470 | Item 5.07 · say-on-pay result. As reported: 99.99% (votes for as printed: 2,889,993). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 640,000 + equity 0 + all other 0 = 640,000, summed across the director compensation table rows.machine: formula: Σ = 640,000 |
| 17 | Seneca Foods (subject), Section 10b CEO total | DEF 14A | 2026-07-07 | 0001437749-26-022933 | CEO total compensation as printed in Seneca Foods's own proxy. As printed: 1,304,968. Filing ↗ |