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Item 9A. Controls and Procedures

2022-01-27 compared with 2021-01-15 · 1652 added, 715 removed, 368 unchanged (87% of the section changed)

1 unchanged sentence

of disclosure controls and procedures

management, with the participation and under the supervision of our Chairman and Chief Financial Officer, has evaluated the effectiveness

of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this

Based on this evaluation, the Chairman and Chief Financial Officer have concluded that our disclosure controls and procedures

are effective as of the end of the period covered by this Report in their design and operation to provide reasonable assurance

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and

communicated to management, including our principal executive officer and principal financial officer, and recorded, processed,

summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms to

allow timely decisions regarding required disclosures.

management, including our Chairman and Chief Financial Officer, does not expect that our disclosure controls and internal controls

will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

management, with the participation and under the supervision of our Chairman of the Board and Chief Financial Officer, has evaluated

the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered

by this Report.

Based on this evaluation, the Chairman of the Board and Chief Financial Officer have concluded that our disclosure

controls and procedures are effective as of the end of the period covered by this Report in their design and operation to provide reasonable

assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to management, including our principal executive officer and principal financial officer, and recorded, processed, summarized

and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms to allow timely decisions

regarding required disclosures.

management, including our Chairman of the Board and Chief Financial Officer, does not expect that our disclosure controls and

internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions;

a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures

may deteriorate.

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

maintain and evaluate a system of internal accounting controls, and a program designed to provide reasonable assurance that our

assets are protected and that transactions are performed in accordance with proper authorization and are properly recorded.

system of internal accounting controls is continually reviewed and modified in response to evolving business conditions and operations

and to recommendations made by our independent registered public accounting firm.

Because of inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the control.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving our stated goals under all potential future conditions;

over time, a control

may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

maintain and evaluate a system of internal accounting controls, and a program designed to provide reasonable assurance that our assets

are protected and that transactions are performed in accordance with proper authorization and are properly recorded.

This system of internal

accounting controls is continually reviewed and modified in response to evolving business conditions and operations and to recommendations

made by our independent registered public accounting firm.

We have established a code of conduct.

Our management

believes that the accounting and internal control systems provide reasonable assurance that assets are safeguarded, and financial

information is reliable.

Audit Committee of the Board of Directors meets regularly with our financial management and counsel, and with the independent

registered public accounting firm engaged by us.

Internal accounting controls and the quality of financial reporting are discussed

during these meetings.

The Audit Committee has discussed with the independent registered public accounting firm matters required

to be discussed by Statement of Auditing Standards No.

Our management believes that the accounting

and internal control systems provide reasonable assurance that assets are safeguarded, and financial information is reliable.

Audit Committee of the Board of Directors meets regularly with our financial management and counsel, and with the independent registered

public accounting firm engaged by us.

Internal accounting controls and the quality of financial reporting are discussed during these

The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by

Statement of Auditing Standards No.

16 (Communication with Audit Committees).

In addition, the Audit Committee

and the independent registered public accounting firm have discussed the independent registered public accounting firm’s

independence from our Company and its management, including the matters in the written disclosures required by Public Company

Accounting Oversight Board Rule 3526 “Communicating with Audit Committees Concerning Independence”.

In addition, the Audit Committee and the independent registered

public accounting firm have discussed the independent registered public accounting firm’s independence from our Company and its

management, including the matters in the written disclosures required by Public Company Accounting Oversight Board Rule 3526 “Communicating

with Audit Committees Concerning Independence”.

in Internal Control over Financial Reports

has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

404 of the Sarbanes-Oxley Act of 2002

order to comply with the Sarbanes-Oxley Act of 2002, we have undertaken and continue a comprehensive effort, which includes the

documentation and review of our internal controls.

In order to comply with the Sarbanes-Oxley Act, we centralized most accounting

and many administrative functions at our corporate headquarters in an effort to control the cost of maintaining our control systems.

Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by the President on July 21, 2010, permanently exempts

small public companies with less than $75 million in public float, such as the Company, from the requirement to obtain an external

audit on the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley Act.

result, an attestation report on internal controls over financial reporting by an independent registered public accounting firm

has not been presented.

Section 404(a) is still effective for smaller public companies and requires the disclosure of management

attestations on internal controls over financial reporting.

Management’s

order to comply with the Sarbanes-Oxley Act of 2002, we have undertaken and continue a comprehensive effort, which includes the documentation

and review of our internal controls.

In order to comply with the Sarbanes-Oxley Act, we centralized most accounting and many administrative

functions in an effort to control the cost of maintaining our control systems.

Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by the President on July 21, 2010, permanently exempts small

public companies with less than $75 million in public float, such as the Company, from the requirement to obtain an external audit on

the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley Act.

As a result, an attestation

report on internal controls over financial reporting by an independent registered public accounting firm has not been presented.

404(a) is still effective for smaller public companies and requires the disclosure of management attestations on internal controls over

financial reporting.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control

over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013) and related illustrative documents

as an update to Internal Control-Integrated Framework (1992).

Management determined that the 17 principles were present and functioning

during its assessment of the effectiveness of our internal controls.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Our internal control over

financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013) and related illustrative documents as an update to Internal

Control-Integrated Framework (1992).

Management determined that the 17 principles were present and functioning during its assessment

of the effectiveness of our internal controls.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting for our fiscal year ended October 29, 2021.

on management’s assessment and the above-referenced criteria, management believes that the internal control over financial

reporting for our fiscal year ended October 30, 2020 was effective.

Based on management’s

assessment and the above-referenced criteria, management believes that the internal control over financial reporting for our fiscal year

ended October 29, 2021 was effective.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange

Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.

Information concerning our executive officers is set forth in Part I, Item 1 of this Report under the heading “Executive

Officers of the Registrant”.

Identification

following table and biographical summaries set forth, with respect to each director serving as of October 29, 2021, his or her age, his

or her principal occupation and the year in which he or she first became a director of the Company.

The directors of the Company are

elected annually to serve until the next annual meeting of the shareholders or until their respective successors are elected and duly

Principal Occupation

Year First Became a Director

Vice President

and Chairman of the Executive Committee (1)(4)(5)

Chairman of the Board and

Member of the Executive Committee (4) (5)(8)

Bridgford, Sr.

Vice President and Chairman of the Executive Committee (1)(4)(6)

Retired Vice President and Controller of Public Storage (2)(3)(4)

Chief Financial Officer, Executive Vice President, Treasurer and Member of the Executive Committee (4)

Real Estate Consultant (4)

Financial Executive Services Consultant (2)(3)(4)

Gregory Scott

Managing Director of Peak Holdings, LLC (2)(3)(4)

Vice President and Member of the Executive Committee (4)(7)

President and Member of the Executive Committee (4)(7)

Bridgford is the nephew of Allan L.

Bridgford, Sr.

of the Compensation Committee.

of the Audit Committee.

of the Nominating Committee.

October 30, 2021, Michael W.

Bridgford succeeded William L.

Bridgford as Chairman of the Board and William L.

Bridgford was appointed

Vice President and Chairman of the Executive Committee.

Bridgford also continues to serve as a director.

October 29, 2021, Allan L.

Bridgford, Sr.

retired from his positions as a Vice President and Chairman of the Executive Committee,

but remains as a director and will continue to provide consulting services to the Company.

October 30, 2021, Baron R.H.

Bridgford II succeeded John V.

Simmons as President of the Company and Mr.

Simmons was appointed Vice

Simmons also continues to serve as a director and member of the Executive Committee.

Bridgford is the son of William L.

Bridgford served as Chairman of the Board from March of 2006 to October 30, 2021.

He is currently Vice President and

Chairman of the Executive Committee.

He previously served as President of the Company from June of 2004 until March of 2006, and

Secretary of the Company for more than five years.

Bridgford has been a full-time employee of the Company since 1981.

also served as a member of the Executive Committee since 2004.

Bridgford is a graduate of California State University, Fullerton

with a degree in Business Management.

Bridgford is one of the principal owners of Bridgford Industries Incorporated, the Company’s majority shareholder.

the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business

guidance to the Company.

The Board believes his executive managerial experience and Company knowledge base combined with his understanding

of corporate values and culture qualify him to serve as a member of the Board.

Bridgford was appointed as Chairman

of the Board and a member of the Executive Committee in October of 2021.

He previously served as Vice President of the Company from

March of 2015 until November of 2021 and as Assistant Secretary of the Company from March of 2007 until November of 2021.

has been a full-time employee of the Company since 2002.

He graduated from Vanguard University in 2004 with a degree in Business with

an emphasis in Organizational Management.

Bridgford brings a wide range of

experience to the Board.

He has overseen sandwich and lunch meat production in the Anaheim and Frozen-Rite plants, led

the Anaheim Deli Route division, worked as a Regional Sales Manager in the Frozen Foods division, and most recently been responsible

for leading the entire Frozen Foods division’s sales efforts.

He also has extensive experience controlling inventory,

administering payroll, managing employees, and working with customers.

The Board believes his experience working in and managing

various divisions of the Company since 2002 make him well-equipped to oversee both the sales efforts and the processing operations

of the Company.

The Board believes these skills and experiences qualify him to serve as a member of the Board.

Bridgford, Sr.

served as Vice President and Chairman of the Executive Committee from 2011 until is retirement from employment

effective October 29, 2021.

Bridgford retired from the Board in October 2011 and was reappointed to the Board in August 2019.

He previously served as Senior Chairman of the Board from March of 2006 to October of 2011.

From March of 1995 through March of 2006,

Bridgford served as Chairman of the Board.

He has been an employee of the Company since 1957, and reduced his work schedule to 80%

in March of 2000, 60% in March of 2005 and 50% in November 2014.

Bridgford’s base compensation was reduced by the same percentage

as his regular work schedule reduction.

Bridgford has also served as a member of the Executive Committee since 1972.

He is a graduate

of Stanford University with a degree in Economics.

Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder.

He has extensive knowledge

of the Company’s business and experience in the food industry developed during his long tenure with the Company.

The Board believes

he is qualified to serve as a director based on these experiences as well as his other valuable attributes and skills.

Andrews is a Certified Public Accountant (inactive) and retired in April 2021 as Senior Vice President and Controller of Public Storage,

a member of the S&P 500, headquartered in Glendale, California.

Andrews had been employed by Public Storage since 1997.

graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting and finance from California

State University, Northridge, and received an Elijah Watt Sells award with high distinction on the November 1988 CPA exam.

Andrews has over 30 years of experience with responsibilities including financial reporting, strategic financial planning and analysis,

capital markets, treasury operations, SEC reporting, Sarbanes Oxley internal controls and procedures, operational analysis, operational

control design, real estate acquisition and development underwriting, and system design and implementation.

In addition, Mr.

brings a diverse set of perspectives to the Board from serving in positions in multiple industries, including public accounting, entertainment,

retail, and real estate.

The Board believes his skills and extensive experience qualify him to serve as a member of the Board.

also qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ Listing Rules.

Lancy has served as Treasurer of the Company for more than the past five years.

He has also served as a member of the Executive Committee

since 2001, Vice President since 2001 and Chief Financial Officer since 2003.

Lancy is a Certified Public Accountant (inactive) and

worked for ten years as an auditor at PricewaterhouseCoopers LLP.

He earned a Bachelor of Science degree with a major in Administration

with high honors from California State University, San Bernardino.

Lancy has extensive knowledge and experience in the areas of finance and management developed at PricewaterhouseCoopers LLP and as an

employee of the Company since July of 1992 and as Chief Financial Officer since 2003.

The Board believes these skills and experiences

qualify him to serve as a member of the Board.

Ross is President of KR6, Inc., a commercial real estate consultant and continues as founder/principal of Centra Realty Corporation

(discussed below).

From August 2013 to 2018, Mr.

Ross served as Executive Vice President of CT Realty, or CTR, a real estate investment,

development and management company based in Newport Beach, California.

Ross oversaw all development and was responsible for

sourcing, evaluating, and closing on all commercial development opportunities.

In addition, Mr.

Ross served on CTR’s Executive

Committee and Investment Committee.

CTR was founded in 1994 and together with its affiliates and principals have developed, acquired

and managed over $8 billion in industrial and office properties.

Prior to joining CTR, from June 2009 to January 2014, Mr.

Ross was Founder,

President and CEO of Peligroso Spirits which sold to Diageo in London (the world’s largest spirits company).

From 2001 to present,

Ross acts as Founder and Principal of Centra Realty Corporation, ranked as one of the most active real estate development companies

in Orange County, California, where he oversaw the company’s land acquisitions, capital raises of both equity and debt, architectural

design, engineering, construction and sales/leasing efforts.

Ross began his professional career at the Koll Company and was with Koll for over a decade and served in various roles from project manager

to marketing before leading the real estate development efforts of the company in Southern California.

He currently serves on the Board

of Directors and is a Co-Founder of Miocean, a nonprofit foundation that applies proven business approaches to curb the harmful effects

of urban run-off pollution to the Ocean.

Ross attended San Diego State University.

Ross has extensive real estate acquisition and development experience as well as project management and marketing expertise, which the

Board believes qualifies him to serve as a member of the Board.

In addition to his service on the Board, Mr.

Ross continues

to provide real estate consulting services to the Company.

Schott is currently working as a consultant in the financial services industry.

Previously, she was Chief Financial Officer and Corporate

Secretary of California Commerce Club, Inc., a privately held gaming and hospitality company, for which she had served from March 2014

through January 2020.

Prior to California Commerce Club, Ms.

Schott served as Chief Financial Officer of San Manuel Band of Mission Indians,

a sovereign American Indian tribe, and Chief Accounting Officer of First American Title Insurance Company, a publicly traded financial

services company.

Schott holds an EMBA from Claremont Graduate University and a bachelor’s degree in Accounting from Cal Poly

Pomona University.

She is also a Certified Public Accountant (active) and a member of the California Society of Certified Public Accountants

and the American Institute of Certified Public Accountants.

Schott possesses leadership skills and a vast knowledge base on finance, accounting, strategic planning, risk management as well as decision

support for portfolio development, acquisitions, divestures, and establishing governance protocols.

The Board believes that these skills

and experiences qualify her to serve as a member of the Board.

Schott also qualifies as an audit committee financial expert and has

financial sophistication as described in the NASDAQ Listing Rules.

Gregory Scott

Gregory Scott is a Certified Public Accountant (inactive) and currently serves as the Managing Director of Peak Holdings, LLC, an investment

management company based in Beverly Hills, California.

Scott has been with Peak Holdings, LLC for more than the past five years.

Peak Holdings, LLC and its affiliates own and manage in excess of three million square feet of office, retail and warehouse space throughout

the United States.

Scott has extensive financial and managerial experience, which the Board believes qualifies him to serve as a member of the Board.

Scott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing Rules.

Simmons served as President of the Company and member of the Executive Committee from 2006 to November 2021.

He is currently Vice

President and member of the Executive Committee.

He previously served as Vice President of the Company for more than five years.

Simmons earned a B.A.

degree in Psychology from the University of Wisconsin.

Simmons has extensive knowledge and experience in the areas of marketing, product research and development, trade relations and operations

developed as an employee of the Company since 1979.

The Board believes these skills and experiences qualify him to serve as a member

of the Board.

Bridgford II is serving his first

year as President of the Company and member of the Executive Committee.

He previously served as Vice President of the Chicago Meat Snack

division from 2008 to 2021 and works closely in the Chicago plant with his father, Baron Bridgford Sr., and brothers, Brian and Richard

Bridgford earned a Bachelor of Science in Business Administration from the University of Colorado.

Bridgford is a member of the fourth

generation of the Bridgford family and has worked for the Company throughout its operations from an early age.

He served as a DSD

route driver and Route Specialist during the early part of his career, gaining hands-on experience with the Company’s unique

DSD distribution model.

He has worked closely with Senior Vice President Chris Cole making headquarter calls on our largest

In addition to retail headquarter calls, Mr.

Bridgford has developed and grown the Company’s co-packing and

warehouse business out of the Chicago plant.

The Board believes these skills and experiences qualify him to serve as a member of the

Company Directorships

of the directors have been a director of any other public company in the past five years.

in Certain Legal Proceedings

of the directors have been involved in any legal events reportable under Item 401(f) of Regulation S-K during the last ten years.

or Understandings with Directors

are no arrangements or understandings pursuant to which any of the directors was or is to be elected to serve as a director or nominee.

none of our directors have arrangements or understandings with any person or entity, other than the Company, relating to compensation

or other payments in connection with such director’s service to the Company.

Identification

of Executive Officers

names, ages, and positions of all our executive officers as of January 25, 2022, are listed below.

Officers are normally appointed annually

by the Board of Directors at their meeting immediately following the annual meeting of shareholders.

Four executive officers are full-time

employees of our company.

Lancy reduced his work schedule to 80% as of October 30, 2021.

There are no agreements or understandings

pursuant to which any of the executive officers was or is selected to serve as an executive officer.

with our company

Bridgford (1)(2)(3)

President and Chairman of the Executive Committee

President and member of the Executive Committee

Financial Officer, Executive Vice President, Treasurer, and member of the Executive Committee

Bridgford (2)(3)

of the Board and member of the Executive Committee

Bridgford II (4)

and member of the Executive Committee

Bridgford is the nephew of Allan L.

Bridgford, Sr director.

October 30, 2021, Michael W.

Bridgford succeeded William L.

Bridgford as Chairman of the Board and was also appointed as a member

of the Executive Committee.

Effective the same date, William L .Bridgford was appointed as Vice President and Chairman of the Executive

Bridgford is the son of William L.

October 30, 2021, Baron R.H.

Bridgford II succeeded John V.

Simmons as President of the Company and was also appointed as a member

of the Executive Committee.

Effective the same date, John V.

Simmons was appointed Vice President and will continue serving as a

member of the Executive Committee.

Audit Committee currently consists of three members, including Ms.

Schott (Chairperson) and Messrs.

Andrews and Scott.

The Audit Committee

has been established in accordance with the rules and regulations of the SEC and each of the current members of the Audit Committee is

an “independent director” as defined in Rule 5605(c)(2) of the NASDAQ Listing Rules.

In addition, the Board has determined

that each of Messrs.

Andrews and Scott, and Ms.

Schott qualify as “audit committee financial experts” as such term is used

in the rules and regulations of the SEC.

Company adopted a code of ethics that is applicable to, among other individuals, its principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions, and posted the code of ethics on its website

at www.bridgford.com (and designated therein as the Code of Conduct).

Any amendment or waiver to the Company’s code of ethics

that applies to its directors or executive officers will be posted on its website or in a report filed with the SEC on Form 8-K.

Executive Compensation

information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange

Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.

Discussion and Analysis

section provides information regarding the compensation paid to the Company’s “named executive officers” or “NEOs,”

all of whom are members of the Executive Committee.

The Company has historically been and continues to be principally managed by the

Executive Committee.

The Executive Committee, as a unit, serves as the Company’s “Chief Executive Officer.” For fiscal

year 2021, the Executive Committee consisted of the following four members:

Bridgford, Sr., Vice President and Chairman of the Executive Committee

Bridgford, Chairman of the Board (Principal Executive Officer)

Simmons, President

Lancy, Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)

fiscal year 2022, the Executive Committee consists of the following five members

Bridgford, Vice President and Chairman of the Executive Committee

Bridgford, Chairman of the Board (Principal Executive Officer)

Bridgford II, President

Simmons, Vice President

Lancy, Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)

Company’s executive compensation program is overseen by the Compensation Committee, which is comprised of certain non-employee

members of the Board and, notwithstanding that the Company is a “controlled company” within the meaning of the NASDAQ Listing

Rules, each member is independent as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules.

The basic responsibility of the Compensation

Committee is to review the performance of the officers and key employees toward achieving the Company’s strategic goals and to

help ensure that the Company is able to attract and retain individuals who can lead the Company to achieve those goals.

of the Company’s primary strategic goals is to increase shareholder value while meeting its objectives for customer satisfaction,

improved sales and financial performance, sound corporate governance, and competitive advantage.

The Company’s current emphases

on controlling costs and improving profit margins on a consistent basis are also important factors which affect the Company’s compensation

The Compensation Committee’s goal is to work with management to balance the Company’s financial goals and circumstances

with the need to attract, motivate and retain the fully qualified and capable individuals the Company needs to meet and surpass its customers’

and shareholders’ expectations in a highly-competitive industry.

Philosophy and Objectives

core of the Company’s executive compensation philosophy is to pay for performance.

To that end, incentive bonus targets are set

each year to reward excellent executive performance based upon the achievement of profit objectives by business units and the Company’s

overall profitability based on pretax income, thus stimulating all executives to assume broad responsibility for the Company’s

overall financial welfare and financial performance.

Compensation Committee’s guiding principles are as follows:

with management to provide a compensation program that recognizes individual contributions as well as the Company’s overall

business results;

reasonable levels of total compensation which will enable the Company to attract and retain qualified and capable executive talent

within its industry, while also considering the Company’s current goals of controlling costs and effecting consistent improvements

in its overall financial condition;

executive officers to deliver optimum individual and business unit performance;

and retain a leadership team that is capable of successfully operating and growing an increasingly competitive and complex business

in a rapidly changing industry;

that executive compensation-related disclosures are made to the public on a timely basis.

of the Compensation Committee

compensation of all NEOs and other executive officers is determined by the Compensation Committee.

The Compensation Committee met one

time during fiscal year 2021.

The primary responsibilities of the Compensation Committee include, without limitation, the following:

the compensation of the members of the Executive Committee, after taking into account the Board’s assessment of the performance

of the Executive Committee, as well as any other executive officers of the Company.

the compensation of the Chairman of the Board and the other directors of the Company.

the performance of the executive officers of the Company other than the members of the Executive Committee (whose performance is

assessed by the Board).

and make recommendations to the Board regarding the Company’s compensation policies and philosophy.

and make recommendations to the Board with respect to the employment agreements, severance agreements, change of control agreements

and other similar agreements between the Company and its executive officers.

the Company’s equity incentive plans, including the review and grant of stock option and other equity incentive grants.

and discuss the Compensation Discussion and Analysis (“CD&A”) section of the Company’s annual proxy statement

with management, and recommend to the Board that the CD&A be included in the Company’s proxy statement as required.

an annual report on executive compensation for inclusion in the Company’s proxy statement.

requested by Company management, review, consult and make recommendations and/or determinations regarding employee compensation and

benefit plans and programs generally, including employee bonus and retirement plans and programs.

the Board and management in developing and evaluating potential candidates for executive officer positions.

the Board in its succession-planning initiatives for the Company’s executive officers and other senior officers.

of Management in the Compensation Determination Process

Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive Committee, support the

Compensation Committee in the executive compensation decision-making process.

At the request of the Compensation Committee, one or more

members of the Executive Committee may present a performance assessment and recommendations to the Compensation Committee regarding base

salaries, bonus payments, incentive plan structure and other compensation-related matters for the Company’s executive officers

(other than with respect to their own compensation).

of Compensation Consultant

Compensation Committee has decided not to utilize the services of a paid compensation consultant after concluding that such a consultant

would provide insufficient value compared to the cost.

Compensation for Executive Officers

compensation packages offered to the Company’s executive officers are comprised of one or more of the following elements:

Discretionary

cash bonuses;

Post-retirement

healthcare and pension benefits.

Company does not have any formal policies which dictate the amount to be paid with respect to each element, nor does it have any policies

which dictate the relative proportion of the various elements.

The Company also does not have any formal policies for allocating between

cash and non-cash compensation and short-term and long-term compensation.

Instead, the Company relies on the judgment of the Compensation

Committee and input and feedback from the management team, including in particular members of the Executive Committee.

The Compensation

Committee has no plans to adopt any such formulas, ratios or other such targets that might artificially dilute the Company’s effectiveness

in achieving its overall profit objectives.

In fact, all of the Company’s compensation policy decisions are made in the context

of its current financial position and are subordinated to the Company’s current goal of achieving overall profitability on an annual

Each of the compensation components is described in more detail below.

Company provides executive officers and other employees with base salary to compensate them for services rendered during the fiscal year.

The purpose of base salary is to reward effective fulfillment of an executive’s assigned job responsibilities, and to reflect the

position’s relative value to the Company and competitiveness of the executive job market.

Base salaries for executive officers

are determined based on the nature and responsibility of the position, salary norms for comparable positions at similar companies, the

expertise and effectiveness of the individual executive, and the competitiveness of the market for the executive officer’s services.

Company has successfully held most base salaries at the low end of the competitive range in order to reduce its overall cost structure

and to achieve systematic improvement in the financial performance of the business without incurring a large turnover in executive talent

and leadership.

“merit increases” for the Company’s executive officers are subject to the same budgetary constraints that apply to

all other employees.

Executive officer salaries are evaluated as part of the Company’s annual review process and may be adjusted

where justified in the context of the Company’s current focus on profitability and controlling expenses.

fiscal year 2021, the Compensation Committee set a base salary of $5,713 per week for each Executive Committee member, reduced on a pro-rata

basis for any member working less than a full-time schedule.

This base salary amount is unchanged compared to fiscal year 2020.

Discretionary

Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s financial

The Compensation Committee believes that the payment of cash bonuses based on the Company’s financial success allows

the Company to offer a competitive total compensation package despite relatively lower base salaries, while aligning a significant portion

of executive compensation with the achievement of positive Company financial results.

However, while the payment of these cash bonuses

to the NEOs is generally correlated with the achievement of positive Company financial results, there are no specific performance targets

communicated to the NEOs in advance, and the bonuses are ultimately paid at the discretion of the Compensation Committee after receiving

input from the Chairman of the Board.

For the fiscal year ended October 29, 2021, discretionary bonuses were awarded to the members of

the Company’s Executive Committee as disclosed in detail in the Summary Compensation Table.

Equity-Based Incentive Compensation

Compensation Committee has concluded that long-term stock-related compensation has very limited value as an employee incentive or retention

tool because the Company’s equity-based incentive awards have historically provided little or no value to the recipient.

beginning in 2005, U.S.

accounting rules required the Company to expense any stock option awards according to a formula which could impose

a costly charge on the Company’s income statements, thereby burdening or erasing its profit margins.

Because of these factors,

the Company has not granted stock options or restricted stock awards for many years.

Instead, the Compensation Committee aims to align

the interests of the NEOs with those of the Company’s shareholders by creating a link between the payment of executive compensation

and the achievement of Company financial goals as described above.

The Company’s 1999 Stock Incentive Plan expired by its own terms

on April 29, 2009 and no additional stock options or restricted stock may be granted thereunder.

and Retirement Benefits

Plan for Administrative and Sales Employees of Bridgford Foods Corporation .

The Company has a defined benefit plan (the “Primary

Benefit Plan”) for certain of its employees not covered by collective bargaining agreements.

The Primary Benefit Plan, administered

by a major life insurance company, presently provides that participants receive an annual benefit on retirement equal to 1.5% of their

total compensation from the Company during their period of participation from 1958.

Benefits are not reduced by Social Security payments

or by payments from other sources and are payable in the form of a monthly lifetime annuity commencing at age 65 or the participant’s

date of retirement, whichever is later.

Effective May 12, 2006, future benefit accruals under the Primary Benefit Plan were frozen.

Executive Retirement Plan .

Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan have

been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986

To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified

“makeup” benefit plan (the “Supplemental Executive Retirement Plan”).

Benefits will be provided under the Supplemental

Executive Retirement Plan in an amount equal to 60% of each participant’s final average earnings minus any pension benefits and

primary insurance amounts available to them under Social Security.

However, in all cases the benefits are capped at $120,000 per year

Benefits provided under this plan for William L.

Bridgford and Raymond F.

Lancy are calculated at 50% of final

average earnings, capped at $200,000 per year, without offsets for other pension or Social Security benefits.

Foods Retirement Savings 401(k) Plan .

The Company implemented a 401(k) plan effective May 13, 2006.

The Company makes a matching

contribution to each employee’s account based on pretax contributions in an amount equal to 100% of the first 3% of compensation

and 50% of the next 2% of compensation contributed to the Plan.

Certain limitations on optional pre-tax contributions to the plan are

imposed pursuant to the Internal Revenue Code of 1986, as amended.

No amounts are contributed by the Company unless the employee elects

to make a pretax contribution to the Plan.

Non-Qualified

Deferred Compensation

January 1, 1991 the Company adopted a deferred compensation savings plan for certain key employees.

Under this arrangement, selected

employees contributed a portion of their annual compensation to the plan.

The Company contributed an amount to each participant’s

account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%.

The purpose of the plan was to provide

tax planning and supplemental funds upon retirement or death for certain selected employees and to aid in retaining and attracting employees

of exceptional ability.

Separate accounts are maintained for each participant to properly reflect his or her total vested account balance.

No contributions or salary deferrals have been made in the past ten years.

and Other Benefits

Company provides its executive officers with various health and welfare programs and other employee benefits which are generally available

on the same cost-sharing basis to all of its employees.

However, in keeping with the Company’s policy of controlling costs in connection

with its profitability objectives, it does not provide any significant perquisites or other special benefits to its executive officers

including, but not limited to, payment of club memberships, fees associated with financial planning, executive dining rooms or special

transportation rights.

The Company does not own an airplane and does not provide aircraft for executives for business or personal purposes.

Company provides post-retirement healthcare benefits for certain executives and their spouses (who are within fifteen years of age of

the employee) who have reached normal retirement age.

This coverage is secondary to Medicare.

Coverage for spouses continues upon the

death of the employee.

The maximum benefit under the plan is $100,000 per year per retiree.

The combined loss on this plan during fiscal

year 2021 was $12,000 for all active and retired participants.

Company paid life and disability insurance premiums on policies for John V.

Simmons under which he is the named owner and beneficiary.

No further premiums are due on these policies.

Company currently does not have any employment agreements with any of its NEOs.

However, on August 12, 2019, the Company entered into

a consulting agreement with Allan L.

Bridgford, Sr., pursuant to which the Company has engaged Mr.

Bridgford to provide consulting services

to the Company, which commenced effective October 30, 2021 upon his retirement from employment with the Company on October 29, 2021.

Under the terms of the consulting agreement, Mr.

Bridgford will provide to the Company consulting services, including, but not limited

to, business development and strategic partnering, commencing on the date of his retirement and until such agreement is terminated by

either party upon at least thirty (30) days’ notice to the other party.

Bridgford will be compensated at a rate of $20,833.33

per month and will be reimbursed for all reasonable out of pocket expenses incurred in rendering such services.

Upon Termination of Employment or Change in Control

Company currently does not have any severance, change of control or similar agreements with any of its NEOs.

Refer to the compensation

discussion below for information on pension, deferred compensation, and benefit-related payments payable in the event of a qualifying

event such as employment termination, disability, death, or sale/merger/acquisition.

and Accounting Implications

Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m) of the Internal

Revenue Code, which in fiscal year 2021 provided that it could not deduct compensation of more than $1,000 that is paid to its

executive officers.

The Company believes that the compensation paid under the current management incentive programs is fully deductible

for federal income tax purposes.

In certain situations, the Compensation Committee may approve compensation that will not meet the requirements

for deductibility in order to ensure competitive levels of compensation for its executives and to meet its obligations under the terms

of various incentive programs.

However, the issue of deductibility has not come before the Compensation Committee in recent years and

is not expected to be a concern for the foreseeable future.

Compensation Table

table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s NEOs

during fiscal years 2021 and 2020, respectively.

Each of the NEOs named below were also members of the Executive Committee during the

referenced periods, which Committee acts in the capacity of Chief Executive Officer of the Company.

See “Compensation Discussion

and Analysis” for further discussion of compensation arrangements pursuant to which the amounts listed in the table below were

paid or awarded and the criteria for such payment or award.

and Principal Position

Salary($) (1)

Awards($) (2)

Awards($) (3)

Compensation($) (4)

Deferred Compensation

Earnings($) (5)

Compensation($) (6)

Vice President

Financial Officer

years 2021 and 2020 were each 52 weeks.

Company did not grant any stock awards to any of the NEOs during fiscal years 2021 or 2020.

Company did not grant any option awards to any of the NEOs during fiscal years 2021 or 2020.

Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2020 or 2021.

it is the Company’s policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated with the

Company’s financial performance, the payment of the bonuses are ultimately subject to the discretion of the Compensation Committee.

See “Compensation Discussion and Analysis – Total Compensation for Executive Officers – Discretionary Cash Bonuses.”

column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all defined

benefit and supplemental pension plans.

In accordance with SEC rules, to the extent the aggregate change in present value of all

defined benefit and supplemental pension plans for a particular fiscal year would have been a negative amount, the amount has instead

been reported as $0 and the aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect

the negative amount.

In addition, to the extent that the change in present value of any particular defined benefit or supplemental

pension plan for a particular year was a negative amount, the negative amount has not been used to offset the positive change in

present value associated with the other applicable defined benefit or supplemental pension plans.

The aggregate change in the present

value of the non-qualified deferred compensation plan and pension and retirement benefits for the NEOs in fiscal years 2021 and 2020

was as follows:

(i) for fiscal year 2021, Allan L.

Bridgford, Sr.

(-$45,148), William L.

Bridgford (-$47,388), John

Simmons ($9,351), and Raymond F.

Lancy (-$32,336), and (ii) for fiscal year 2020, Allan L.

Bridgford, Sr.

Bridgford ($64,770), John V.

Simmons ($55,343), and Raymond F.

Lancy ($993).

Consists of matching contributions of the Bridgford

Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEO’s, except Allan L.

Bridgford, Sr.

an $8,000 payment to offset the negative impacts arising from the cancellation of supplemental executive health benefits.

addition, in fiscal year 2020, the amounts including matching contributions to the Bridgford Foods Retirement Savings 401(k) plan

made by the Company on behalf of each of the NEOs, except Allan L.

Bridgford, Sr., and an $8,000 payment to offset the negative

impacts arising from the cancellation of supplemental executive health benefits.

to Summary Compensation Table

“Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which amounts listed

under the Summary Compensation Table were paid or awarded and the criteria for such payment or award.

of Plan-Based Awards

were no stock options, restricted stock, restricted stock units or equity or non-equity-based performance awards granted to the Company’s

NEOs during fiscal years 2021 or 2020.

The Company’s 1999 Stock Incentive Plan expired by its own terms on April 29, 2009 and no

additional stock options or restricted stock may be granted thereunder.

Equity Awards at Fiscal Year-End

were no outstanding options or stock awards held by any NEOs as of October 29, 2021.

Exercises and Stock Vested

were no shares acquired upon the exercise of stock options or vesting of stock awards by any NEOs during fiscal years 2021 or 2020.

tables below provide information concerning retirement plan benefits for each NEO and payments due upon certain termination scenarios.

Plan for Administrative and Sales Employees of Bridgford Foods Corporation

Benefits commence upon reaching the “Normal Retirement Date”, which is the first day of the month on or after

attainment of age 65.

Pension benefit payments begin on the normal retirement date and continue until death.

A participant may choose to retire up to ten years before the normal retirement date.

If a participant retires early,

the accrued pension will be reduced by a percentage to reflect the longer period over which pension benefits will be received.

If a participant

is married for at least one year and dies before retirement, a pension benefit will be payable to the surviving spouse for his or her

life, provided certain eligibility requirements have been met.

Payments to a surviving spouse will begin on the first day of the month following a participant’s death but not sooner

than the earliest date a participant could have elected to retire.

A disability benefit is the accrued pension credited to a participant as of the date of disability.

years of credited service, present value of accumulated plan benefits and payments made during the fiscal year were as follows:

the Fiscal Year ended October 29, 2021:

of Years Credited Service

Value of Accumulated Benefit (1)

During Fiscal Year

Bridgford, Sr.

assumed discount rate used was 2.58% to compute the present value of the accumulated benefit.

The Pri-2012 Total Dataset Mortality

Table with MP- 2020 Scaling was used and an expected return on assets of 7.00% was assumed.

the Fiscal Year ended October 30, 2020:

Number of Years

Credited Service

Present Value

of Accumulated

Payments During

Bridgford, Sr.

assumed discount rate used was 2.45% to compute the present value of the accumulated benefit.

The Pri-2012 Total Dataset Mortality

Table with MP-2020 Scaling was used and an expected return on assets of 7.00% was assumed.

Executive Retirement Plan (SERP)

of Retirement Benefit :

All retirement, disability and death benefits shall be paid in monthly installments beginning on the commencement

date following the participant’s retirement, disability or death and shall continue for a period of fifteen years.

Benefits commence upon reaching the “Normal Retirement Date”, which means the date on which the participant

has both attained age 65 and completed at least ten years of participation.

SERP benefit payments begin at the normal retirement date

or later depending on the election of the participant.

A participant may choose to retire up to ten years before the normal retirement date if the participant has completed

at least five years of participation.

If a participant retires early, the SERP benefit will be determined based on the vested percentage

attained as the time of retirement.

If a participant dies prior to having commenced receipt of benefits and is eligible for benefits hereunder, the participant’s

beneficiary shall be entitled to receive an annual death benefit equal to the Normal Retirement Benefit determined as if the participant

attained Normal Retirement Age on the date of his death, or, if after the Participant’s Normal Retirement Date, equal to the Late

Retirement Benefit.

If a participant dies after having commenced receipt of benefits, benefits shall continue to be paid but to the Participant’s

Beneficiary at the same time and in the same form as the benefits would have been payable to the participant.

No benefit will be payable

to a participant’s beneficiary if the participant terminates employment with the Company before he is eligible for a retirement

benefit and thereafter dies.

A disability benefit is the vested percentage of SERP benefit credited to a participant as of the date of disability.

present value of accumulated plan benefits and payments made during the fiscal year were as follows:

the Fiscal Year ended October 29, 2021:

Accumulated Benefit (1)

Bridgford, Sr.

2.58% discount rate was used to compute the present values.

the Fiscal Year ended October 30, 2020:

Bridgford, Sr.

2.45% discount rate was used to compute the present values.

following table estimates the present value of SERP benefits under different employment termination scenarios as of October 29, 2021:

Value of Benefit Upon Voluntary Termination of Employment (1)

Value of Benefit if Disabled (1)

Value of Benefit Upon Death (1)

Present Value of Benefit Upon Involuntary Termination

of Employment due to Sale/Merger/ Acquisition (1)

Bridgford, Sr.

Bridgford (2)

each scenario above, the benefit amount shown is calculated at October 29, 2021.

A 2.58% discount rate was used to compute

the present values.

In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early

retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date

the participant would have attained the early retirement date had the participant remained employed by the Company.

Upon a finding

that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee

may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate

distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.

benefits for William L.

Bridgford and Raymond F.

Lancy are paid in the form of a monthly annuity.

The actual payment amount for William

Bridgford and Raymond F.

Lancy would be determined using a discount rate similar to the rate required for qualified plans.

rate assumed for these estimates is 2.58%.

following table estimates future SERP payments under different termination scenarios as of October 29, 2021:

Voluntary Termination

of Employment

Death Benefit

from Plan (2)

Termination of

Employment Due

to Sale/Merger/

Bridgford, Sr.

$16,666.67 per month for 180 months beginning on 10/30/21

$16,666.67 per month for 180 months commencing after disability

$16,666.67 per month for 180 months beginning just after death

Lump Sum payment due at

termination of $2,496,035

$16,666.67 per month for 180 months beginning on 10/30/21

$16,666.67 per month for 180 months commencing after disability

$16,666.67 per month for 180 months beginning just after death

Lump Sum payment due at

termination of $2,496,035

amount is decreased by any Company paid disability insurance policies, Social Security disability benefits, or other Federal or State

disability programs.

In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such

early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the

date the participant would have attained the early retirement date had the participant remained employed by the Company.

Upon a finding

that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee

may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate

distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.

death on October 29, 2021.

The discount rate used to calculate the lump sum amount is 2.58%.

“Compensation Discussion and Analysis – Total Compensation for Executive Officers — Pension and Retirement Benefits”

for further discussion of the pension benefits contained in the tables above.

Non-Qualified

Deferred Compensation

table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 29,

Contributions

Distributions

table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 30,

Contributions

Distributions

following table estimates the present value of non-qualified deferred compensation benefits under different employment termination scenarios

as of October 29, 2021:

of Benefit at

of Benefit if

Present Value

of Benefit Upon

Termination of

Employment Due to Sale/Merger/

deferred compensation amounts are calculated using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus 2%.

This rate is subject to fluctuation.

Upon death, the deferred compensation benefits are paid in a lump sum equal to the individual’s

remaining account balance.

“Compensation Discussion and Analysis – Total Compensation for Executive Officers – Non-Qualified Deferred Compensation”

for further discussion of the non-qualified deferred compensation benefits contained in the tables above.

following table summarizes the total compensation paid by the Company to directors who were not employees during fiscal year 2021.

who were employees did not receive any additional compensation for their services as directors.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Bridgford, Jr.

$ 191,400 (1)

Gregory Scott

November 3, 2020, Allan L.

Bridgford, Jr.

resigned as a member of the Board of Directors.

Consists of (i) $191,400 paid to Allan L.

Bridgford, Jr.

for consulting services rendered

to the Company.

Certain Relationships and Related Transactions, and Director Independence for further details.

of $5,375 paid to Keith A.

Ross for consulting services rendered to the Company.

Certain Relationships and Related

Transactions, and Director Independence for further details.

to Director Compensation Table

Company uses cash compensation to attract and retain qualified candidates to serve on its Board of Directors.

In setting director compensation,

the Compensation Committee considers the demands that have been placed and will continue to be placed on the directors and the skill-level

required by its directors.

In addition, as with the Company’s executive officers, compensation decisions for directors are made

in the context of the Company’s focus on controlling costs and increasing profitability.

directors are not paid an annual retainer for their service on the Board.

Instead, each non-employee director was paid $2,480

for each of the first two Board meetings attended during fiscal year 2021 and $2,830 for each subsequent Board meeting attended

in fiscal year 2021.

Members of the Audit Committee were paid $350 to $550 for each Audit Committee meeting attended in fiscal

year 2021 depending on the length of the meeting.

Directors were not paid any additional compensation for their service on the Nominating

Committee in fiscal year 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange

Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.

following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company’s common

stock as of January 21, 2022 by each shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s

common stock, by each director and nominee for director, by each executive officer named in the Summary Compensation Table and by all

executive officers and directors as a group.

The information as to each person or entity has been furnished by such person or group.

and Nature of Shares Beneficially Owned

Name and Address

of Beneficial Owner (1)

Sole Voting and Investment Power

Shared Voting and Investment Power (2)

Total Beneficially Owned (3)

Percentage of Outstanding Shares Beneficially Owned (3)

Bridgford Industries Incorporated

1707 Good-Latimer Expressway

Dallas, TX 75226

Bridgford, Sr.

170 North Green St.

Chicago, IL 60607

Gregory Scott

All directors and executive officers

as a group (11 persons)

ownership of less than one percent (1%) of the outstanding shares.

otherwise indicated, the address of such beneficial owner is the Company’s principal executive offices, which are located at

1707 South Good-Latimer Expressway, Dallas, Texas 75226.

shares beneficially owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Amendment

1 to Schedule 13D filed with the SEC on February 7, 2017.

Other than ownership of these shares, BII does not presently have any

significant business or assets.

Bridgford, Sr., William L.

Bridgford, Baron R.H.

Bridgford, Michael W.

and Baron R.H.

Bridgford II presently own 18.47%, 7.77%, 9.34%, 0.58% and 0.60%, respectively, of the outstanding voting

capital stock of BII.

The remaining shares of BII capital stock are owned of record, or beneficially, by 32 additional members of

the Bridgford family.

The officers of BII jointly vote all of the Company’s shares held by BII.

percentage of ownership as of January 25, 2022 is based upon 9,076,832 shares of common stock outstanding.

Beneficial ownership

is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares shown as beneficially

Except as otherwise indicated, and subject to community property laws where applicable, to the knowledge of the Company the

persons listed above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Compensation Plan Information

applicable, as we do not have any compensation plans under which our equity securities are authorized for issuance.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange

Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.

are considered a “controlled company”

within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based on the

approximate 80% beneficial ownership of our outstanding common stock by Bridgford Industries Incorporated and are therefore exempted

from various NASDAQ Listing Rules pertaining to certain “independence”

requirements of our directors.

Nevertheless,

the Board of Directors has determined that Messrs.

Certain Relationships and Related Party Transactions, and Director Independence

Company’s general legal counsel is the son of Allan L.

Bridgford, Sr.

For his legal counsel, he currently is paid a fee of $2,480

for each Board of Directors meeting attended.

Total fees paid for attending Board of Directors meetings were $27,280 in fiscal year

2021 and $24,600 in fiscal year 2020 .

In addition, legal services are performed on behalf of the Company and billed by a firm in which

he is a partner.

Total fees billed for legal services under this arrangement for each of fiscal years 2021 and 2020 were approximately

$170,500 and $293,000, respectively.

director Allan L.

Bridgford, Jr., son of Allan L.

Bridgford, Sr., is providing consulting services to the Chicago plant and management.

The contract on behalf of the Company with Allan L.

Bridgford, Jr.

is for consulting services at $1,200 per day.

Total fees billed under

this arrangement were approximately $191,000 in fiscal year 2021 and $168,000 in fiscal year 2020.

Under an arrangement with Allan L.

Bridgford, Jr., we did not accrue any profit sharing due to a net loss during fiscal year 2021.

Ross provides real-estate consulting services to the Board and management.

Fees of approximately $5,375 and $75,500 were paid

for consulting services in fiscal years 2021 and 2020, respectively.

than the relationships noted above, the Company is not aware of any related party transactions that would require disclosure as a related

party transaction under SEC rules.

Approval or Ratification of Transactions With Related Persons

Company’s executive officers, directors, nominees for directors and principal shareholders, including their immediate family members

and affiliates, are prohibited from entering into related party transactions with the Company that would be reportable under Item 404

of Regulation S-K without the prior approval of its Audit Committee (or other independent committee of the Board of Directors in cases

where it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest).

Any request for the Company

to enter into a transaction with an executive officer, director, or nominee for director, principal shareholder or any of such persons’

immediate family members or affiliates that would be reportable under Item 404 of Regulation S-K must first be presented to the Audit

Committee for review, consideration and approval.

In approving or rejecting the proposed agreement, the Audit Committee will consider

the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the

Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the

impact on director independence.

The Audit Committee shall only approve those agreements that, in light of known circumstances, are in

or are not inconsistent with the Company’s best interests, as determined in good faith by the Audit Committee (or other independent

committee, as applicable).

The requirement for the Audit Committee to review related-party transactions (defined as those transactions

required to be disclosed under Item 404 of Regulation S-K) is set forth in the Amended and Restated Audit Committee Charter, which was

approved on November 8, 2010.

Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based on the

approximate 80% beneficial ownership of its outstanding common stock by Bridgford Industries Incorporated and are therefore exempted

from various NASDAQ Listing Rules pertaining to certain “independence” requirements of its directors.

Nevertheless, the Board

of Directors has determined that Messrs.

Andrews and Scott, and Ms.

Schott who together comprise the Audit Committee

and the Compensation Committee, are all “independent directors”

within the meaning of Rule 5605 of the NASDAQ Listing

general legal counsel is the son of the former senior chairman of the Board of Directors.

As legal counsel to the Board and the

Compensation Committee, he currently is paid a fee of $2,480 for each meeting attended.

Total fees paid under this arrangement

for fiscal year 2020 were approximately $24,600.

Legal services are performed on our behalf and billed by a firm in which he is

Total fees billed under this arrangement for fiscal year 2020 were approximately $292,700.

director Allan Bridgford Jr., son of the former senior chairman of the Board of Directors, is providing consulting services to

the Chicago plant and management.

The contract on behalf of the Company with Allan Bridgford Jr.

is for consulting services at

$1,200 per day.

Total fees billed under this arrangement for fiscal year 2020 were approximately $169,000.

As a member of the

Board of Directors, he was paid a fee of $2,480 for each meeting attended during fiscal year 2020.

Total fees paid under this

arrangement for fiscal year 2020 were $22,220.

Under an arrangement with Allan Bridgford Jr., we accrued approximately $279,400

of profit sharing based on fiscal year 2020 profitability to be paid out in three installments equally over the next three years.

Keith Ross currently provides real estate consulting services to the Board and management.

He was paid a fee of $2,480 for each

Board meeting attended and was paid an aggregate of $24,600 for meetings attended during fiscal year 2020.

Fees of approximately

$37,780 were paid during fiscal year 2020 for consulting services.

Schott who together comprise the Audit Committee and the Compensation

Committee, are all “independent directors” within the meaning of Rule 5605 of the NASDAQ Listing Rules.

Additionally, based

on its status as a “controlled company,” the Company is not required to have a Nominating Committee comprised solely of independent

Rather, the full Board fulfills the role of Nominating Committee and identifies and screens new candidates for Board membership.

Nevertheless, actions of the Board, in its role as Nominating Committee, can be taken only with the affirmative vote of a majority of

the independent directors on the Board, as defined by the NASDAQ Listing Rules.

Principal Accountant Fees and Services

information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange

Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.

charged by Baker Tilly for the audit of the Company’s annual financial statements and the review of the financial statements included

in the Company’s quarterly reports on Form 10-Q for fiscal years 2021 and 2020 were approximately $221,000 and $183,000,

respectively.

Audit-Related

Audit-related

fees typically consist of fees billed for assurance and related services that are reasonably related to the performance of the audit

or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services

may include consultations related to the Sarbanes-Oxley Act and consultations concerning financial accounting and reporting standards.

There were no audit-related fees billed by Baker Tilly for fiscal year 2021 or fiscal year 2020.

fees are comprised of services that include assistance related to state tax compliance services and consultations regarding federal and

state research and development tax credits.

No fees were billed by Baker Tilly for tax consulting during fiscal year 2021 or fiscal year

other fees are comprised of fees for initial planning for certification of internal controls over financial reporting.

No such fees were

billed by Baker Tilly for fiscal year 2021 or fiscal year 2020.

ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT

SERVICES OF INDEPENDENT ACCOUNTANTS

Audit Committee’s policy is to pre-approve all audit and permissible non-audit services performed by the independent registered

public accountants.

These services may include audit services, audit-related services, tax services and other services.

During fiscal

years 2021 and 2020, the Audit Committee approved all such services rendered by its independent registered public accountants.

services, the independent registered public accountants provide the Audit Committee with an audit plan including proposed fees in advance

of the annual audit.

The Audit Committee approves the plan and fees for the audit.

non-audit services, the Company’s senior management will submit from time to time to the Audit Committee for approval non-audit

services that it recommends the Audit Committee engage the independent registered public accountants to provide during the fiscal year.

The Company’s senior management and the independent registered public accountants will each confirm to the Audit Committee that

each non-audit service is permissible under all applicable legal requirements.

A budget, estimating non-audit service spending for the

fiscal year, will be provided to the Audit Committee along with the request.

The Audit Committee must approve both permissible non-audit

services and the budget for such services.

Exhibits and Financial Statement Schedules

1 unchanged sentence

The following documents are filed as a part of this Report:

Management’s

Annual Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of October 30, 2020 and November 1, 2019

Consolidated Statements of Operations for years ended October 30, 2020 and November 1, 2019

Consolidated Statements of Comprehensive Income for years ended October 30, 2020 and November 1, 2019

Consolidated Statements of Shareholders’

Equity for years ended October 30, 2020 and November 1, 2019

Consolidated Statements of Cash Flows for years ended October 30, 2020 and November 1, 2019

Consolidated Balance Sheets as of October 29, 2021, and October 30, 2020

Consolidated Statements of Operations for years ended October 29, 2021, and October 30, 2020

Consolidated Statements of Comprehensive Income for years ended October 29, 2021, and October 30, 2020

Consolidated Statements of Shareholders’ Equity for years ended October 29, 2021, and October 30, 2020

Consolidated Statements of Cash Flows for years ended October 29, 2021, and October 30, 2020

Notes to Consolidated Financial Statements

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applicable for a smaller reporting company.

The exhibits below are filed or incorporated herein by reference .

The exhibits below are filed herewith or incorporated herein by reference .

Restated Articles of Incorporation, as amended.

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Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File

of these Exhibits constitutes a management contract, compensatory plan or arrangement.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

FOODS CORPORATION

January 27, 2022

the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint William L.

Bridgford and

Lancy, or either of them, with full power of substitution and resubstitution, our true and lawful attorneys and agents,

to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all

instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, or

their substitutes, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934,

as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual

Report on Form 10-K, including specifically, but without limitation, power and authority to sign for us or any of us in our names

and in the capacities indicated below, any and all amendments;

and we do hereby ratify and confirm all that the said attorneys

and agents, or either of them, shall do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Executive Officer)

the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W.

Bridgford and Raymond

Lancy, or either of them, with full power of substitution and resubstitution, our true and lawful attorneys and agents, to do any

and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for

us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, or their substitutes, may

deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules,

regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K, including

specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below,

any and all amendments;

and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause

to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

of the Board (Principal Executive Officer)

Financial Officer, Executive Vice President,

3 unchanged sentences

Bridgford Sr.

President and Director

GREGORY SCOTT

1 unchanged sentence

of Independent Registered Public Accounting Firm

the Board of Directors and Shareholders

Foods Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the Company) as

of October 30, 2020 and November 1, 2019, the related consolidated statements of operations, comprehensive income, shareholders’

equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively,

the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of October 30, 2020 and November 1, 2019, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

To the Board of Directors and Shareholders

of Bridgford Foods Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Bridgford Foods Corporation and its subsidiaries (the “Company”) as of October 29, 2021 and October 30,

2020, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of

the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of

October 29, 2021 and October 30, 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Baker Tilly US, LLP

have served as the Company’s auditor since 2009.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Net Revenue - Reserves for Promotional Allowances

Critical Audit Matter Description

As described in Note 1 to the consolidated financial

statements, contracts with customers often include some form of variable consideration in the form of discounts, trade allowances, consumer

incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs.

Promotional allowances

are treated as a reduction in revenue when the related revenue is recognized, and are recorded at the net estimated to be received, with

updates to estimates and related accruals of promotional allowances occurring each period based on historical experience and changes

in circumstances.

We identified the estimation of reserves for promotional

allowances by management as a critical audit matter because the inputs and assumptions utilized by management in estimating these reserves,

including consistency of historical data and contract pricing, require significant judgment and create a high degree of estimation uncertainty.

Consequently, auditing these assumptions requires subjective auditor judgment.

Addressed the Matter in Our Audit

procedures we performed to address this critical audit matter included:

● Obtaining an understanding of

management’s processes and controls over calculating the reserves for promotional allowances,

including understanding relevant significant inputs and assumptions.

● Performing substantive analytical

procedures surrounding the reserves for promotional allowances by performing and independent

calculation of the allowance by using historical data and assumptions.

the reasonableness of key inputs and assumptions relevant to the reserve for promotional

allowances, including contractual pricing and rebate arrangements with customers and historical

allowance data, which were compared to source documents, and performed sensitivity analysis

over key inputs and significant assumptions.

● Testing the accuracy, completeness,

validity of the underlying data used in schedules calculating the reserve for promotional

● We considered transactions submitted

by customers subsequent to year end up to the date of our auditor’s opinion.

We have served as the Company’s auditor

/s/ Baker Tilly US, LLP

Irvine, California

January 27, 2022

FOODS CORPORATION

BALANCE SHEETS

30, 2020 and November 1, 2019

29, 2021 and October 30, 2020

thousands, except per share amounts)

5 unchanged sentences

Refundable income taxes

Prepaid expenses

Prepaid expenses and other current assets

Total current assets

1 unchanged sentence

Other non-current assets

Deferred income taxes

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

2 unchanged sentences

Income taxes payable

Current notes payable –

equipment (Note 5)

Current portion of non-current liabilities

Current notes payable – equipment (Note 5)

Other current liabilities

Total current liabilities

Long-term notes payable –

equipment (Note 5)

Deferred income taxes

Non-current liabilities

Long-term notes payable – equipment, bridge loan and line of credit (Note 5)

Deferred income taxes, net

Other non-current liabilities

Total liabilities

Contingencies and commitments (Notes 3, 5 and 6)

Shareholders’

Shareholders’ equity:

Preferred stock, without par value;

Authorized, - 1,000 shares;

issued and outstanding –

issued and outstanding – none

Common stock, $ 1.00 par value;

Authorized, - 20,000 shares;

issued and outstanding –

issued and outstanding – 9,076

Capital in excess of par value

1 unchanged sentence

Accumulated other comprehensive loss

Total shareholders’

Total liabilities and shareholders’

Total shareholders’ equity

Total liabilities and shareholders’ equity

accompanying notes to consolidated financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

the fiscal years ended October 30, 2020 and November 1, 2019

the fiscal years ended October 29, 2021, and October 30, 2020

thousands, except share and per share amounts)

October 29, 2021

November 1, 2019

October 30, 2020

Cost of products sold

Selling, general and administrative expenses

(Gain) loss on sale of property, plant and equipment

Income before taxes

(Benefit on) provision for income taxes

Basic earnings per share

Shares used to compute basic earnings per share

Gain on sale of property, plant and equipment

Operating (loss) income

Other income (expense)

Interest expense

Cash surrender value gain

Total other income (expense)

(Loss) income before taxes

Benefit on income taxes

Net (loss) income

Basic (loss) earnings per share

Shares used to compute basic (loss) earnings per share

accompanying notes to consolidated financial statements.

1 unchanged sentence

STATEMENTS OF COMPREHENSIVE INCOME

the fiscal years ended October 30, 2020 and November 1, 2019

the fiscal years ended October 29, 2021 and October 30, 2020

October 29, 2021

November 1, 2019

Other comprehensive loss from defined benefit plans

October 30, 2020

Net (loss) income

Other comprehensive income (loss) from defined benefit plans

What changed 10-K

Item 9A. Controls and Procedures