Dianne Nury
Alto IngredientsAbout Dianne S. Nury
Independent director since November 2019; age 65. President and CEO of Vie-Del Company since 1990, with deep experience across alcohol, beverage and food ingredient industries, sustainability practices, and trade associations. Education: B.S. in Business, California State University, Fresno .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wine Institute | Former Chairman of the Board; current Board member | Not disclosed | Industry advocacy leadership for California wine |
| Juice Products Association | Former Chairman of the Board; member | Not disclosed | National trade association leadership in fruit/juice products |
| USDA | Fruit and Vegetable Industry Advisory Committee | Prior service | Federal advisory experience in agricultural products |
| Saint Agnes Medical Center (Fresno) | Board of Trustees | Prior service | Community healthcare governance |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Vie-Del Company | President & CEO | Since 1990 | Operates winery, distillery, and fruit juice processing; certified sustainable facility/vineyard experience |
| Agricultural Foundation for CSU Fresno | Board of Directors | Current | Vice Chair, Viticulture & Enology Industry Advisory Board |
| Foundation for Clovis Schools | Board Member | Current | Community education support |
Board Governance
- Committee assignments (2024): Audit Committee member (Nathan Chair; Kieta; Nury); Compensation Committee member (Gray Chair; Nury; Nathan); Nominating & Corporate Governance Committee Chair (Nury; Gray; Kieta) .
- Sustainability oversight: Board Sustainability Committee member (Kandris Chair; Nury; McGregor); supports governance and sustainability initiatives and risk assessment .
- Independence: Board determined all directors except McGregor and Kandris are independent under SEC and Nasdaq standards; Nury is independent .
- Attendance: Board held 13 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings. Audit held 4 meetings; Compensation held 5; Nominating & Corporate Governance held 4 .
- Majority voting and resignation policy for uncontested elections (tendered resignation upon “Majority Against Vote”) enhances accountability .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual cash retainer (non-employee director) | 75,000 | Standard cash retainer |
| Committee chair fee | 25,000 | Per committee chair position; Nury chairs Nominating & Corporate Governance |
| Lead independent director fee (if applicable) | 12,000 | Only if separately appointed; not applicable to Nury in 2024 |
| Fees Earned or Paid in Cash (2024 actual) | 100,000 | Reflects base + chair fee earned in 2024 |
- Directors may elect equity in lieu of cash (same cash value) .
Performance Compensation
| Equity Award Detail | Value/Amount | Vesting/Terms |
|---|---|---|
| Annual equity program (non-employee directors) target value | 110,000 | Typical annual equity value; actual grants determined by market value at grant |
| 2024 Stock award (grant to Nury) | $48,032 | Granted 36,666 shares on June 20, 2024; vests 100% at earlier of next Annual Meeting or July 1, 2025, subject to continued service |
| Chairman’s annual equity program value (for context) | 147,500 | Chairman’s equity program value; not applicable to Nury |
- No performance-based metrics are tied to non-employee director equity grants; director awards are time-based vesting aligned with annual service cycles .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in biography |
| Compensation Committee interlocks | None; members (Gray, Nury, Nathan) were not officers/employees of Alto during 2024; no cross-compensation committee interlocks disclosed |
Expertise & Qualifications
- CEO experience; alcohol/beverage/food ingredient industry knowledge; sustainability operations (certified sustainable facility/vineyard); industry association governance; Board diversity contribution .
- Nominating & Corporate Governance Committee chair indicates active role in board refreshment, independence determinations, and governance policy oversight .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 180,744 |
| Percent of class | Less than 1% of common shares outstanding (77,210,171) |
| Vested shares from stock awards (as of 12/31/2024) | 144,078 |
| Unvested shares (granted 6/20/2024) | 36,666 |
| Pledging/Hedging | Insider trading policy prohibits short sales and derivatives for directors; pledging restrictions explicitly apply to executive officers. No director pledges disclosed for Nury . |
Governance Assessment
- Board effectiveness: Nury chairs Nominating & Corporate Governance, sits on Audit and Compensation, and participates in Sustainability oversight—broad engagement spanning independence, risk, compensation governance, and ESG. Committee independence affirmed under Nasdaq; Audit met four times, Compensation five, Nominating four in 2024; Board meetings 13 with minimum 75% attendance, supporting credible oversight cadence .
- Alignment and incentives: 2024 director pay mix for Nury was $100,000 cash plus $48,032 equity (time-vested), consistent with policies targeting median market levels; equity vesting over annual cycle aligns service with ownership, and her 180,744 shares suggest meaningful alignment, albeit under 1% of shares outstanding .
- Potential conflicts: No related-party transactions involving Nury disclosed since January 1, 2023; Board enforces written policies for related-party reviews and recusal of interested directors . Nury’s external roles are primarily private company and nonprofit/industry associations; no public company interlocks or supplier/customer conflicts disclosed with Alto .
- Shareholder signals: Say-on-pay support ~74% in 2024; as a Compensation Committee member, Nury is part of a team that responded with enhanced disclosure, clawback adoption, and increased performance weighting in executive LTI (50% performance-based in 2025), reflecting responsiveness to investor feedback .
- Policies and protections: Majority voting with resignation policy on “Majority Against Vote” enhances accountability; directors covered by indemnification and D&O insurance per charter and bylaws .
RED FLAGS: None disclosed for Nury regarding related-party transactions, low attendance, hedging/pledging, or compensation anomalies. Equity awards for directors are time-based without performance metrics, which is typical but offers limited pay-for-performance linkage for directors; investors may monitor overall director equity sizing versus program targets ($110k) given 2024 grant fair value of $48,032 .