James Hope
About James D. Hope
Independent director since May 2024; age 65. Former EVP & CFO of Performance Food Group (NYSE: PFGC) and senior executive at Sysco (NYSE: SYY) with deep finance and operations experience; designated Audit Committee financial expert. B.S. in Business Administration, University of Texas at Austin. Class I director nominee for re‑election through 2028; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Performance Food Group Company (PFGC) | EVP & CFO | 2018–2022 | Led financial strategy and reporting as CFO |
| Performance Food Group Company (PFGC) | EVP, Operations | 2014–2018 | Oversaw operational execution and efficiency |
| Sysco Corporation (SYY) | EVP, Business Transformation; prior SVP Sales & Marketing; President & CEO, Sysco Kansas City | 26 years (prior to 2014) | Drove transformation, sales leadership, and operating company leadership |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in CNM’s proxy |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert.” Not a committee chair.
- Independence: Board determined Hope is independent under NYSE and Exchange Act rules.
- Attendance: All directors attended ≥75% of Board and applicable committee meetings in fiscal 2024; Board held 5 meetings, Audit 8, Nominating & Governance 4, Talent & Compensation 5.
- Engagement: Independent directors meet quarterly in executive session; Lead Independent Director (Castellano) facilitates independent oversight.
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 5× annual cash retainer; all covered persons currently satisfy guidelines. No hedging/pledging or short sales permitted.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $60,041 | Reflects partial-year service (joined May 2024) and committee member fees |
| RSU awards (grant-date fair value) | $138,000 | Director equity grants in RSUs; new directors receive pro‑rata RSUs until next annual meeting |
| Total FY2024 director compensation | $198,041 | Sum of cash and RSU fair value |
Director compensation program (standard rates):
- Annual cash retainer: $80,000 (increased from $70,000 effective June 28, 2023).
- Committee member retainers: Audit $10,000; Talent & Compensation $10,000; Nominating & Governance $7,500.
- Committee chair retainers: Audit $25,000; Talent & Compensation $20,000; Nominating & Governance $15,000.
- Lead Independent Director retainer: $30,000.
- Annual equity award: $120,000 in RSUs, vesting on the earlier of 1 year from grant or the next annual meeting. New directors receive pro‑rata RSUs to next annual meeting.
Performance Compensation
| Metric Type | Applies to Directors? | Detail |
|---|---|---|
| Performance-based equity (PSUs/PSAs) | No | CNM non‑employee director equity is time‑based RSUs; no director performance metrics disclosed. |
Note: The disclosed performance share awards and operating metrics (Net Sales, Adjusted EBITDA) apply to executives, not directors.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Risk Note |
|---|---|---|
| None disclosed | — | No interlocks or external public boards disclosed for Hope in CNM proxy. |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; former public company CFO (PFGC).
- Operations and transformation: EVP Operations (PFGC), EVP Business Transformation (Sysco).
- Education: B.S., Business Administration, University of Texas at Austin.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares | Ownership % of Class A Outstanding |
|---|---|---|---|
| James D. Hope | 2,778 | — | ~0.0015% (2,778 / 189,404,519) |
- Ownership alignment: Directors must hold 5× cash retainer; company states all covered persons (including directors) currently meet guidelines.
- No hedging/pledging: Prohibited by policy; supports alignment and risk control.
- Vested vs. unvested breakdown: Not individually disclosed for directors; RSUs vest at next annual meeting per program.
Governance Assessment
-
Strengths
- Independent director with deep finance background; designated Audit Committee financial expert, enhancing financial oversight.
- Meets stock ownership guidelines; anti‑hedging/pledging policy strengthens alignment.
- Attendance and Board process (executive sessions; Lead Independent Director) support robust oversight.
- No related‑party transactions disclosed involving Hope; related‑party policy requires Audit Committee review.
-
Watch items
- No current external public board roles disclosed; network leverage and external governance exposure not evident.
- Compensation structure for directors is standard cash + time‑based RSUs (no performance link), typical but offers limited direct pay‑for‑performance for directors.
-
Overall signal
- Hope’s audit expertise and prior CFO/operations leadership are positives for board effectiveness and investor confidence; independence, policy framework (clawback, ownership, trading) and attendance mitigate governance risk.