Harjit Shoan
About Harjit Shoan
Harjit Shoan, age 50, is a Class II independent director of Traeger, Inc. (COOK), serving since September 2017 with his current term expiring at the 2026 Annual Meeting . He is a Senior Managing Director at Ontario Teachers’ Pension Plan (OTPP), which he joined in June 2014; he holds a B.B.A. from Wilfrid Laurier University, an M.B.A. from the University of Oxford, and is a CFA charterholder . The Board has determined he is “independent” under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Teachers’ Pension Plan (OTPP) | Senior Managing Director | 2014–present | Investment leadership in consumer/retail; not a COOK committee role |
| Traeger, Inc. (COOK) | Director (Class II) | Director since 2017; term expires 2026 | Not currently on Audit, Compensation, or Nominating committees |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Arterra Wines Canada | Director | Private | Board service disclosed; committee roles not specified |
Board Governance
- Committee memberships: None currently (not listed on Audit, Compensation, or Nominating & Corporate Governance committees) .
- Chair roles: None .
- Independence status: Board determined Shoan is independent under NYSE rules .
- Attendance: In 2024, each director attended at least 75% of Board and assigned committee meetings (Board met 5 times) .
- Tenure: Director since 2017; Class II term expires at the 2026 Annual Meeting .
- Lead Independent Director: Raul Alvarez serves as Lead Director (not Shoan) .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $0 (not an Eligible Director due to OTPP affiliation) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
Director Compensation Program applies to “Eligible Directors” (not affiliated with AEA, OTPP, or TCP); Shoan, as an OTPP affiliate, is excluded .
Performance Compensation
| Component | 2024 Grants/Status | Performance Metric(s) | Vesting |
|---|---|---|---|
| Annual RSU grant (directors) | Not eligible; $0 grant in 2024 (dashes in table) | N/A (no grant) | N/A (no grant) |
| RSUs outstanding | 0 (none outstanding) | N/A | N/A |
| Deferred compensation elections | Not applicable (no awards/retainers to defer) | N/A | N/A |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Investor designation rights | OTPP has rights under the Stockholders Agreement to designate directors based on ownership thresholds . |
| OTPP ownership | Entities affiliated with OTPP own 24,693,075 shares (18.9%) of COOK as of March 24, 2025; Shoan and another OTPP executive have authority to implement disposition decisions but disclaim beneficial ownership . |
| Related-party vendor | COOK outsources part of customer service to a third party owned in part by OTPP and TCP; expenses were $5.3M in 2024 ($5.8M in 2023); $0.8M payable at 12/31/2024 . |
Expertise & Qualifications
- Investing and corporate finance expertise in consumer retail; Senior Managing Director at OTPP .
- Education: B.B.A. (Wilfrid Laurier), M.B.A. (University of Oxford); CFA charterholder .
- Board skills matrix indicates capabilities across Finance/Accounting, Strategic Transactions, Risk Management, and Human Capital/ESG, among others .
Equity Ownership
| Metric | As of 3/24/2025 |
|---|---|
| Total beneficial ownership (shares) | — (none disclosed) |
| Ownership % of shares outstanding | — (none disclosed) |
| Vested vs. unvested RSUs | None outstanding |
| Options (exercisable/unexercisable) | Not disclosed; none indicated in director tables |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines (directors) | Program applies to “Eligible Directors”; OTPP affiliates excluded (no grants/retainers) |
| Compliance with guidelines | Not applicable due to exclusion from program |
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | Company states all required director/officer reports were timely filed in 2024 except for two named executives; no delinquency noted for Shoan . |
| Form 4 transactions | Not disclosed in proxy materials; no Form 4 activity for Shoan noted in the proxy’s discussion . |
Governance Assessment
- Positive signals: Independent under NYSE rules; at least 75% attendance in 2024; deep finance/investing background and consumer sector experience; presence of a Lead Independent Director and independent committees despite controlled company status .
- Alignment considerations: As an OTPP-affiliated director, Shoan received no director cash or equity compensation and has no disclosed personal share ownership—alignment is principally through OTPP’s significant ownership rather than personal “skin in the game” .
- Structural risks: Controlled company with investor designation and certain consent rights on major actions; investors can require prior written consent on change-in-control, large transactions, Board size changes, CEO termination/hiring, and insolvency proceedings when thresholds are met .
- Related-party exposure: Outsourcing to a third party owned in part by OTPP/TCP ($5.3M expense in 2024; $0.8M payable year-end) requires vigilant Audit Committee oversight for arm’s-length terms .
- Engagement scope: Shoan does not currently sit on Audit, Compensation, or Nominating committees, limiting direct committee-level oversight despite board-level participation .
RED FLAGS
- Controlled company dynamics with investor consent rights may constrain independent board action on strategic matters .
- Related-party transaction with an OTPP/TCP-owned vendor increases conflict risk; explicit monitoring and disclosures are necessary .
- No personal director compensation or equity and no disclosed personal COOK share ownership—personal pay-for-performance alignment is limited (alignment via OTPP stake rather than individual holdings) .