What changed in this filing

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Item 9A. Controls and Procedures

2023-01-26 compared with 2022-01-27 · 801 added, 770 removed, 1250 unchanged (56% of the section changed)

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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.

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.

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

and procedures were not effective as of the end of the period covered by this Report due to the material weakness in our internal control

over financial reporting related to the Company’s failure to timely report to accounting a change in lease terms from a month-to-month

lease to a five-year term lease.

Management has implemented remediation steps to improve our internal control over financial reporting

and believes the issue has been remediated as of the date of this Report.

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.

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

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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

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f) under the Securities Exchange Act.

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.

Our management is also required to assess and report on the effectiveness of our internal control

over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Such control only provides reasonable assurance with respect

to the 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.

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.

assessed the effectiveness of internal control over financial reporting as of October 28, 2022.

In making this assessment, management

used the criteria set forth by 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).

Based on its assessment

and these criteria, management determined that we did not maintain effective internal control over financial reporting as of October

28, 2022 due to a material weakness in our internal control over financial reporting related to the failure to timely report to accounting

a change in lease terms from a month-to-month lease to a five-year term lease.

A material weakness (within the meaning of PCAOB Auditing

5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on

a timely basis.

The material weakness warranted the attention of the audit committee and those charged with governance.

has implemented remediation steps to improve our internal control over financial reporting, including modifying the design of the related

internal controls to include verbal communication with plant managers on a quarterly basis, and expanding notification to Operating Committee

members for feedback on any additional information on new contractual arrangements for revenue, leases or other types of agreements impacting

In the case of the lease misstatement, we believe the failure to notify management was a one-time oversight and not indicative

of a pattern or continuing weakness in the proper functioning of the controls.

We believe that the issue has been remediated as of the

date of this Report.

All misstatements were corrected and properly reported as of October 28, 2022.

has concluded that this material weakness has no impact on earnings, earnings per share, or material trends or uncertainties that are

reasonably likely to have a material effect on our financial results.

Management further concludes that the existence of this material

weakness does not impact any of its prior conclusions regarding the effectiveness of our disclosure controls and procedures.

Other Information

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Identification

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

following table and biographical summaries set forth, with respect to each director serving as of January 26, 2022, his or her age, his

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

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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

First Became a Director

Vice President

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

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)

Retired Vice President

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

Retired Vice President

and Controller of Public Storage (2)(3)(4)

President and Treasurer (4)

Real Estate Consultant

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

Managing Director of Peak

Holdings, LLC (2)(3)(4)

Vice President and Member

of the Executive Committee (4)

the nephew of 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.

and the father of Michael W.

Member of the Compensation

Member of the Audit Committee.

Member of the Nominating

and Executive Officers

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.

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.

He has 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.

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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.

served as Vice President and Chairman of the Executive Committee from 2011 until his 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.

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, Mr.

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.

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.

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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.

He has also served as Chief Financial Officer from

2003 to October 2022, and as a member of the Executive Committee since 2001 to October 2022, and Vice President since 2001.

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.

employee of the Company since July of 1992 and as Chief Financial Officer from 2003 to October 2022.

The Board believes these skills

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

Effective October 28, 2022, Cindy Matthews-Morales succeeded Mr.

as Chief Financial Officer and Mr.

Lancy was appointed Vice President and Treasurer.

Lancy plans to fully retire on February 1, 2023.

The Company has executed a consulting agreement with Mr.

Lancy in case there is a need for his services or for special projects after

his retirement.

Lancy will remain on the Board of Directors for the upcoming term in 2023.

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

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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.

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

managed over $8 billion in industrial and office properties.

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

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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

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

design, engineering, construction and sales/leasing efforts.

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In addition to his service on the Board, Mr.

Ross continues

to provide real estate consulting services to the Company.

Ross continues to provide

real estate consulting services to the Company.

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

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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

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names, ages, and positions of all our executive officers as of January 26, 2023, 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.

Additionally, biographical summaries

for executive officers who are not directors are set forth below.

Officers are normally appointed annually by the Board of Directors

at their meeting immediately following the annual meeting of shareholders.

Five executive officers are full-time employees of our company.

Lancy reduced his work schedule to 60% as of October 29, 2022.

There are no agreements or understandings

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

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

Vice President and Chairman

of the Executive Committee

Vice President and Member

of the Executive Committee

Vice President and Treasurer

Bridgford (2)(3)

of the Board and member of the Executive Committee

Chairman of the Board and

Member of the Executive Committee

Bridgford II (4)(6)

and member of the Executive Committee

Bridgford is the nephew of Allan L.

Bridgford, Sr director.

October 30, 2021, Michael W.

President and Member of

the Executive Committee

Matthews-Morales (5)

Chief Financial Officer,

Secretary and Member of the Executive Committee

the nephew of Allan L.

Bridgford, Sr., a director.

Effective October 30, 2021,

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

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

the son of William L.

Effective October 30, 2021,

Bridgford II succeeded John V.

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

of the Executive Committee.

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

Effective the same date, John V.

Simmons was appointed Vice President and will continue serving as a

member of the Executive Committee.

Simmons was appointed Vice President and will continue serving as a member of the Executive

Effective October 28, 2022,

Cindy Matthews-Morales succeeded Raymond F.

Lancy as Chief Financial Officer and Raymond F.

Lancy was appointed Vice President and

Lancy plans to fully retire on February 1, 2023 and will continue to serve as a director.

is the cousin of William L.

Bridgford and Michael W.

Bridgford and great nephew of Allan L.

Bridgford Sr.

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.

Bridgford 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.

Bridgford II is serving his second 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.

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 customers.

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.

Matthews-Morales

Matthews-Morales is serving her first year as Chief Financial Officer of the Company and member of the Executive Committee.

She previously

served as Controller from 2000 to 2022.

Matthews-Morales earned a Master of Business Administration with a concentration in Accounting

from California State University, Fullerton.

Matthews-Morales has extensive knowledge in accounting, cash management and financial competency as well as a strong understanding of

Company operations.

The Board believes these skills and experiences qualify her to serve as Chief Financial Officer.

Audit Committee currently consists of three members, including Ms.

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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.

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

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

Executive Compensation

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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)

all of whom are members of the Executive Committee during the respective fiscal years stated below.

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 2022, the Executive Committee consisted of the following five members:

Bridgford, Vice

President and Chairman of the Executive Committee

Bridgford, Chairman

of the Board (Principal Executive Officer)

Bridgford II,

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

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

fiscal year 2023, the Executive Committee consists of the following six members (five members upon Mr.

Lancy’s retirement on February

Bridgford, Vice

President and Chairman of the Executive Committee

Bridgford, Chairman

of the Board (Principal Executive Officer)

Bridgford II,

Simmons, Vice President

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

President and Treasurer

Cindy Matthews-Morales,

Chief Financial Officer and Secretary (Principal Financial Officer)

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

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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

To that end, incentive bonus programs are in

place 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

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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.

Work with management to

provide a compensation program that recognizes individual contributions as well as the Company’s overall business results;

Provide 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;

Motivate executive officers

to deliver optimum individual and business unit performance;

Develop and retain a leadership

team that is capable of successfully operating and growing an increasingly competitive and complex business in a rapidly changing

Ensure that executive compensation-related

disclosures are made to the public on a timely basis.

of the Compensation Committee

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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.

Determine 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.

Determine the compensation

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

Assess the performance

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

Review and make recommendations

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

Review 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.

Administer the Company’s

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

Review 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.

Produce an annual report

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

As 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.

Assist the Board and management

in developing and evaluating potential candidates for executive officer positions.

Advise the Board in its

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

of Management in the Compensation Determination Process

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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.

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

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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.

The combined loss on this plan was $3,000

and $12,000 during fiscal year 2022 and 2021, respectively, for all active and retired participants.

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

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

Upon the retirement of

Lancy anticipated on February 1, 2023, the Company will enter into a consulting agreement to provide as needed consulting

services to the Company.

Upon Termination of Employment or Change in Control

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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.

Revenue Code, which in fiscal year 2022 provided that it could not deduct compensation of more than $1,000,000 that is paid to its executive

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

6 unchanged sentences

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

and Principal Position

Name and Principal Position

Salary($) (1)

1 unchanged sentence

Awards($) (3)

Incentive Plan

Compensation($) (4)

Deferred Compensation

Change in Pension

Value and Non-

Qualified Deferred Compensation

Earnings($) (5)

1 unchanged sentence

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.

Vice President (formerly Chairman of the Board)

Vice President (formerly President)

Chief Financial Officer

Chairman of the Board

Fiscal years 2022 and 2021

were each 52 weeks.

The Company did not grant

any stock awards to any of the NEOs during fiscal years 2022 or 2021.

The Company did not grant

any option awards to any of the NEOs during fiscal years 2022 or 2021.

The Company did not utilize

any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2022 or 2021.

While 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 is ultimately subject to the discretion of the Compensation Committee.

See “Compensation

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

This 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.

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 2022 and 2021 was as follows:

(i) for fiscal year

2022, 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 (-$238,754), John V.

1 unchanged sentence

Lancy (-$156,832),

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.

and (ii) for fiscal year 2021, 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

(-$45,148), William L.

Bridgford (-$47,388), John V.

Simmons ($9,351), and

Lancy (-$32,336).

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.

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

In addition, in fiscal year 2021, the amounts included 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.

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

4 unchanged sentences

NEOs during fiscal years 2022 or 2021.

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.

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

18 unchanged sentences

the Fiscal Year ended October 28, 2022:

of Years Credited Service

Value of Accumulated Benefit (1)

During Fiscal Year

Number of Years

Credited Service

Present Value

of Accumulated

Payments During

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 assumed discount rate

used was 5.44% to compute the present value of the accumulated benefit.

The Pri-2012 Total Dataset Mortality Table with MP- 2021

Scaling was used and an expected return on assets of 7.00% was assumed.

the Fiscal Year ended October 29, 2021:

5 unchanged sentences

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.

The 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.

Executive Retirement Plan (SERP)

22 unchanged sentences

the Fiscal Year ended October 28, 2022:

Accumulated Benefit (1)

Bridgford, Sr.

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

A 5.44% discount rate was

used to compute the present values.

the Fiscal Year ended October 29, 2021:

Bridgford, Sr.

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

A 2.58% 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 28, 2022:

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)

Present Value of Benefit Upon Voluntary Termination of Employment (1)

Present Value of Benefit if Disabled (1)

Present 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.

In each scenario above,

the benefit amount shown is calculated on October 28, 2022.

A 5.44% discount rate was used to compute the present values.

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 benefits for William

Bridgford and Raymond F.

Lancy are paid in the form of a monthly annuity.

The actual payment amount for William

Bridgford and Raymond F.

The actual payment amount for William L.

Bridgford and

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

rate assumed for these estimates is 2.58%.

The rate assumed for

these estimates is 5.44%.

following table estimates future SERP payments under different termination scenarios as of October 28, 2022:

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

$16,666.67 per month for

180 months beginning on 10/28/22

$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 $2,074,456

$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

$16,666.67 per month for

180 months beginning on 10/28/22

$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 $2,074,456

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.

Disability 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.

Assumes death on October

The discount rate used to calculate the lump sum amount is 5.44%.

20 unchanged sentences

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.

rate is subject to fluctuation.

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

2 unchanged sentences

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.

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

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

Fees Earned or Paid in Cash

3 unchanged sentences

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.

Consists of $4,960 paid

Ross for consulting services rendered to the Company.

Certain Relationships and Related

Transactions, and Director Independence for further details.

Certain Relationships and Related Transactions,

and Director Independence for further details.

to Director Compensation Table

6 unchanged sentences

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.

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

of the first two Board meetings attended during fiscal year 2022 and $2,580 for each subsequent Board meeting attended in fiscal year

Members of the Audit Committee were paid $350 to $550 for each Audit Committee meeting attended in fiscal year 2022 depending on

the length of the meeting.

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

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

5 unchanged sentences

and Nature of Shares Beneficially Owned

Name and Address

of Beneficial Owner (1)

and Address of Beneficial Owner (1)

Sole Voting and Investment Power

6 unchanged sentences

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.

All directors and executive officers as a group (11 persons)

Represents ownership of

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

Unless 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.

Represents shares beneficially

owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Amendment No.

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

Bridgford, Sr., William L.

1 unchanged sentence

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.

Bridgford and Baron R.H.

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.

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

Applicable percentage of

ownership as of January 26, 2023, 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 owned.

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

7 unchanged sentences

and $27,280 in fiscal year 2021.

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

he is a partner.

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 2022 and 2021 were approximately $87,000

9 unchanged sentences

Under an arrangement with Allan L.

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

Bridgford, Jr., we accrued $100,800 in profit sharing for fiscal year 2022 and we did not accrue any profit sharing in fiscal year 2021

due to a net loss.

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

1 unchanged sentence

for consulting services in fiscal years 2022 and 2021, respectively.

In connection with the closing of the sale of the Green Street Property,

the Company paid $300 to KR6, Inc., an entity controlled by Keith Ross (a member of the Company’s Board of Directors).

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

18 unchanged sentences

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.

approved on October 11, 2021.

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

13 unchanged sentences

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.

in the Company’s quarterly reports on Form 10-Q for fiscal years 2022 and 2021 were approximately $212,000 and $221,000, respectively.

Audit-Related

11 unchanged sentences

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

SERVICES OF INDEPENDENT ACCOUNTANTS

OF INDEPENDENT ACCOUNTANTS

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

17 unchanged sentences

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

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of October 28, 2022, and October 29, 2021

15 unchanged sentences

Bridgford Sr.

Purchase and Sale Agreement dated March 16, 2020 between Bridgford Foods Processing Company and CRG Acquisition, LLC.

Purchase and Sale Agreement dated March 16, 2020 between Bridgford Foods Processing Corporation and CRG Acquisition, LLC.

Subsidiaries of the Registrant.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File

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

Inline XBRL Instance Document.